LMCG FUNDS
497, 2001-01-10
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<PAGE>
                                                   Filed pursuant to Rule 497(e)

LMCG FUNDS

 LMCG SMALL CAP GROWTH FUND
 LMCG MID CAP GROWTH FUND
 LMCG SMALL CAP TAX-SENSITIVE FUND

  A SHARES

PROSPECTUS

December 28, 2000

The Securities and Exchange Commission (SEC) has not approved or disapproved the
Funds' shares or determined whether this prospectus is adequate or complete. Any
representation to the contrary is a criminal offense.
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                                           <C>
ABOUT THE FUNDS.............................................  3

MORE ABOUT RISK.............................................  9

HOW TO BUY AND SELL SHARES..................................  10

SALES CHARGES AND RELATED PROGRAMS..........................  14

SHAREHOLDER INFORMATION.....................................  16

MANAGEMENT..................................................  17

FOR MORE INFORMATION........................................  Back cover
</TABLE>

                                       2
<PAGE>
ABOUT THE FUNDS

    The following describes each Fund's investment objective, main investments
and strategies, main risks, and fees and expenses. Another section, MORE ABOUT
RISK, further describes the Funds' main risks and begins after this section.

    There can be no assurance that the Funds will achieve their objectives.

LMCG SMALL CAP GROWTH FUND

OBJECTIVE

    The Fund seeks capital growth.

STRATEGY

    The Fund invests primarily in equity securities of smaller capitalization
(small cap) U.S. companies. The Fund focuses on companies with total market
capitalizations within the range of total market capitalizations of companies
included in the Russell 2000 Growth Index. As of June 30, 2000, the Russell 2000
Growth Index consisted of companies with total market capitalizations of $1.5
billion or less.

    The investment adviser employs a GROWTH oriented investment style in
managing the Fund's portfolio, which means the investment adviser seeks to
identify those companies that are experiencing or will experience strong growth.
Stock selection is based on a "bottom-up" approach, which means that the
investment adviser focuses on individual companies instead of trying to predict
which market or industry sectors will perform best (as opposed to a "top-down"
approach, which targets particular market or industry sectors before considering
individual companies).

    In making investment decisions, the investment adviser assesses whether a
company's fundamentals -- financial condition, management, and position in its
industry -- indicate strong prospects for earnings growth. In making this
assessment, the investment adviser may consider such particular factors as a
company's market share, projected earnings, cash flows, technology leadership,
patents and other intellectual property, marketing prowess and product
development capabilities. The investment adviser invests in companies that it
believes will experience earnings and revenues growth at an accelerating pace.
This strategy is based on the premise that, over the long term, the stocks of
companies with accelerating earnings and revenues have a greater-than-average
chance to increase in value.

    The Fund may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.

    The Fund's investments may include companies making initial public
offerings. While most assets will be invested in U.S. common stocks, the Fund
may invest up to 25% of its total assets in securities issued by foreign
companies (measured at the time of investment). The Fund also may invest in
other securities, including other investment companies and futures and options,
in keeping with the Fund's investment objectives.

RISKS

    Investors could lose money on their investments in the Fund, or the Fund
could underperform other possible investments, if any of the following occurs:

    - The U.S. or foreign stock markets go down.

    - Small cap stocks fall out of favor with the market.

    - The markets favor stocks with "value" characteristics over growth stocks.

                                       3
<PAGE>
    - Negative market sentiment towards, or events affecting issuers in, the
      technology, health care, business services and communications sectors or
      other sectors that traditionally have included a large number of growth
      stocks.

    - An adverse event, such as an unfavorable earnings report, depresses the
      value of a particular company's stock.

    - The investment adviser's judgment about the attractiveness, value or
      potential appreciation of a particular company's stock proves to be
      incorrect.

    An investment in a Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

    SMALLER COMPANY RISK.  The Fund is subject to additional risk because of its
focus on small cap stocks. Smaller companies may have limited product lines,
markets and financial resources, and may depend on a small, inexperienced
management group. They may have shorter operating histories and more volatile
businesses. The prices of smaller company stocks, and in particular aggressive
growth stocks, tend to be more volatile than the prices of stocks of companies
with larger market capitalizations. In addition, it may be harder to sell these
stocks, which can reduce their selling prices. Small cap stocks are more
susceptible to these risks than mid cap stocks.

    Investments in initial public offerings typically are subject to these risks
to a more pronounced degree, and may result in increased trading costs and
taxable distributions.

    FOREIGN SECURITY RISK.  Investing in foreign securities involves risks not
associated with investment in U.S. securities, including currency fluctuation,
local withholding and other taxes, different financial reporting practices and
regulatory standards, higher trading costs, changes in political conditions,
investment and repatriation restrictions, and settlement and custody risks.

WHO MAY WANT TO INVEST

    The Fund may be an appropriate investment if you:

    - are seeking capital growth over the long term (at least five years) and
      are willing to ride out market swings;

    - are looking to allocate a portion of your assets to stocks with
      above-average volatility;

    - are comfortable with the risks of the stock market;

    - are not seeking a substantial amount of current income.

LMCG MID CAP GROWTH FUND

OBJECTIVE

    The Fund seeks capital growth.

STRATEGY

    The Fund invests primarily in equity securities of medium capitalization
(mid cap) U.S. companies. The Fund focuses on companies with total market
capitalization within the range of total market capitalizations of the companies
included in the Russell Mid-Cap Growth Index. As of June 30, 2000, the Russell
Mid-Cap Growth Index consisted of companies with total market capitalizations
between $1.6 billion and $13 billion.

    The investment adviser employs a GROWTH oriented investment style in
managing the Fund's portfolio, which means the investment adviser seeks to
identify those companies that are experiencing or will experience strong growth.
Stock selection is based on a "bottom-up" approach, which means that the
investment adviser focuses on individual companies instead of trying to predict
which market

                                       4
<PAGE>
or industry sectors will perform best (as opposed to a "top-down" approach,
which targets particular market or industry sectors before considering
individual companies).

    In making investment decisions, the investment adviser assesses whether a
company's fundamentals -- financial condition, management, and position in its
industry -- indicate strong prospects for earnings growth. In making this
assessment, the investment adviser may consider such particular factors as a
company's market share, projected earnings, cash flows, technology leadership,
patents and other intellectual property, marketing prowess and product
development capabilities. The investment adviser invests in companies that it
believes will experience earnings and revenues growth at an accelerating pace.
This strategy is based on the premise that, over the long term, the stocks of
companies with accelerating earnings and revenues have a greater-than-average
chance to increase in value.

    The Fund may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.

    The Fund's investments may include companies making initial public
offerings. While most assets will be invested in U.S. common stocks, the Fund
may invest up to 25% of its total assets in foreign securities (measured at the
time of investment). The Fund also may invest in other securities, including
other investment companies and futures and options, in keeping with the Fund's
investment objectives.

RISKS

    Investors could lose money on their investments in the Fund, or the Fund
could underperform other possible investments, if any of the following occurs:

    - The U.S. or foreign stock markets go down.

    - Mid cap stocks fall out of favor with the market.

    - The markets favor stocks with "value" characteristics over growth stocks.

    - Negative market sentiment towards, or events affecting issuers in, the
      technology, health care, business services and communications sectors or
      other sectors that traditionally have included a large number of growth
      stocks.

    - An adverse event, such as an unfavorable earnings report, depresses the
      value of a particular company's stock.

    - The investment adviser's judgment about the attractiveness, value or
      potential appreciation of a particular company's stock proves to be
      incorrect.

    SMALLER COMPANY RISK.  The Fund is subject to additional risk because of its
focus on the stocks of companies with medium-sized market capitalizations, which
are smaller and generally less seasoned than the largest companies. Smaller
companies may have limited product lines, markets and financial resources, and
may depend on a small, inexperienced management group. They may have shorter
operating histories and more volatile businesses. The prices of smaller company
stocks, and in particular aggressive growth stocks, tend to be more volatile
than the prices of stocks of companies with larger market capitalizations. In
addition, it may be harder to sell these stocks, which can reduce their selling
prices. Mid cap stocks are less susceptible to these risks than small cap
stocks.

    Investments in initial public offerings typically are subject to these risks
to a more pronounced degree, and may result in increased trading costs and
taxable distributions.

    FOREIGN SECURITY RISK.  Investing in foreign securities involves risks not
associated with investment in U.S. securities, including currency fluctuation,
local withholding and other taxes, different financial reporting practices and
regulatory standards, higher trading costs, changes in political conditions,
investment and repatriation restrictions, and settlement and custody risks.

                                       5
<PAGE>
WHO MAY WANT TO INVEST

    The Fund may be an appropriate investment if you:

    - are seeking capital growth over the long term (at least five years) and
      are willing to ride out market swings;

    - are looking to allocate a portion of your assets to stocks with
      above-average volatility;

    - are comfortable with the risks of the stock market;

    - are not seeking a substantial amount of current income.

LMCG SMALL CAP TAX-SENSITIVE FUND

OBJECTIVE

    The Fund seeks capital growth. As a secondary objective, the Fund also seeks
to minimize taxable distributions to shareholders.

STRATEGY

    The Fund invests primarily in equity securities of smaller capitalization
(small cap) U.S. companies. The Fund focuses on companies with total market
capitalizations within the range of total market capitalizations of companies
included in the Russell 2000 Growth Index. As of June 30, 2000, the Russell 2000
Growth Index consisted of companies with total market capitalizations of $1.5
billion or less.

    The investment adviser employs a GROWTH oriented investment style in
managing the Fund's portfolio, which means the investment adviser seeks to
identify those companies that are experiencing or will experience strong growth.
Stock selection is based on a "bottom-up" approach, which means that the
investment adviser focuses on individual companies instead of trying to predict
which market or industry sectors will perform best (as opposed to a "top-down"
approach, which targets particular market or industry sectors before considering
individual companies).

    In making investment decisions, the investment adviser assesses whether a
company's fundamentals -- financial condition, management, and position in its
industry -- indicate strong prospects for earnings growth. In making this
assessment, the investment adviser may consider such particular factors as a
company's market share, projected earnings, cash flows, technology leadership,
patents and other intellectual property, marketing prowess and product
development capabilities. The investment adviser invests in companies that it
believes will experience earnings and revenues growth at an accelerating pace.
This strategy is based on the premise that, over the long term, the stocks of
companies with accelerating earnings and revenues have a greater-than-average
chance to increase in value.

    The Fund may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.

    TAX MANAGEMENT STRATEGY.  The Fund uses the following strategies, to the
extent consistent with its primary objective, to reduce the impact of federal
and state income taxes on the Fund's after-tax returns.

    - Minimizing sales of securities that result in capital gains.

    - In selling securities that have appreciated in value, selling the highest
      cost shares first to reduce the amount of capital gain. Also, preferring
      the sale of securities producing long-term gains to those producing
      short-term gains.

    - Selling securities to realize capital losses that can be offset against
      realized capital gains.

    - Favoring lower dividend stocks and limiting income-producing investments.

                                       6
<PAGE>
    Although the Fund seeks to minimize capital gains, gains will be realized
when it is believed that investment considerations with regard to a particular
security outweigh tax considerations. Similarly, although the Fund seeks to
limit exposure to high-yielding stocks, the payment of dividends -- even
higher-than-average dividends -- does not disqualify the stock from conderation
for investment.

    The Fund's investments may include companies making initial public
offerings. While most assets will be invested in U.S. common stocks, the Fund
may invest up to 25% of its total assets in foreign securities (measured at the
time of investment). These include non-U.S. dollar-denominated securities traded
outside of the U.S. and dollar-denominated securities of foreign issuers traded
in the U.S. (such as American Depository Receipts). The Fund also may invest in
other securities, including other investment companies and futures and options,
in keeping with the Fund's investment objectives.

RISKS

    Investors could lose money on their investments in the Fund, or the Fund
could underperform other possible investments, if any of the following occurs:

    - The U.S. or foreign stock markets go down.

    - Small cap stocks fall out of favor with the market.

    - The markets favor stocks with "value" characteristics over growth stocks.

    - Negative market sentiment towards, or events affecting issuers in, the
      technology, health care, business services and communications sectors or
      other sectors that traditionally have included a large number of growth
      stocks.

    - An adverse event, such as an unfavorable earnings report, depresses the
      value of a particular company's stock.

    - The investment adviser's judgment about the attractiveness, value or
      potential appreciation of a particular company's stock proves to be
      incorrect.

    - The investment adviser's attempts to manage the Fund in a tax-efficient
      manner are not successful, require trade-offs that reduce pre-tax returns
      or result in the Fund retaining ownership of securities longer than it
      otherwise might.

    SMALLER COMPANY RISK.  The Fund is subject to additional risk because of its
focus on small cap stocks. Smaller companies may have limited product lines,
markets and financial resources, and may depend on a small, inexperienced
management group. They may have shorter operating histories and more volatile
businesses. The prices of smaller company stocks, and in particular aggressive
growth stocks, tend to be more volatile than the prices of stocks of companies
with larger market capitalizations. In addition, it may be harder to sell these
stocks, which can reduce their selling prices. Small cap stocks are more
susceptible to these risks than mid cap stocks.

    Investments in initial public offerings typically are subject to these risks
to a more pronounced degree, and may result in increased trading costs and
taxable distributions.

    FOREIGN SECURITY RISK.  Investing in foreign securities involves risks not
associated with investment in U.S. securities, including currency fluctuation,
local withholding and other taxes, different financial reporting practices and
regulatory standards, higher trading costs, changes in political conditions,
investment and repatriation restrictions, and settlement and custody risks.

WHO MAY WANT TO INVEST

    The Fund may be an appropriate investment if you:

    - are seeking capital growth over the long term (at least five years) and
      are willing to ride out market swings;

    - are looking to allocate a portion of your assets to stocks with
      above-average volatility;

    - are comfortable with the risks of the stock market;

                                       7
<PAGE>
    - are not seeking a substantial amount of current income;

    - are a relatively high-income investor seeking tax-advantaged total
      returns.

    An investment in any of the Funds may not be appropriate for all investors.
No Fund is intended to be a complete investment program.

FUND PERFORMANCE AND EXPENSES

PAST FUND PERFORMANCE

    As new funds, the Funds do not have performance history as of the date of
this prospectus.

EXPENSE INFORMATION

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

    SHAREHOLDER TRANSACTION FEES (fees paid directly from your investment)(a)

<TABLE>
<S>                                                           <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
 percentage of offering price)..............................   5.5%(b)

Maximum Deferred Sales Charge (Load) Imposed on Purchases
 (as a percentage of the lesser of purchase price or
 redemption proceeds).......................................   None(c)

Redemption Fee (as a percentage of the amount redeemed).....  0.75%(d)
</TABLE>

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

(a)   Investments made through broker-dealers or other financial intermediaries
     may entail additional charges imposed by those intermediaries.

(b)   The sales charge declines as the amount invested increases.

(c)   A contingent deferred sales charge (CDSC) is a one-time fee charged at the
     time of redemption. A 1% CDSC applies to redemptions of shares within one
    year of investment that were purchased with no initial sales charge as part
    of an investment of $1,000,000 or more.

(d)   You will be assessed a redemption fee (payable to the Fund) of 0.75% of
     your redemption amount if you redeem Fund shares within 180 days after
    investing.

    ANNUAL OPERATING EXPENSES (expenses deducted from Fund assets)

<TABLE>
<CAPTION>
                                                          LMCG SMALL    LMCG MID      LMCG SMALL
                                                          CAP GROWTH   CAP GROWTH      CAP TAX-
                                                             FUND         FUND      SENSITIVE FUND
                                                          ----------   ----------   --------------
<S>                                                       <C>          <C>          <C>
Management Fees.........................................    0.90%        0.80%          0.90%
Distribution and/or Service (12b-1) Fees................    0.25%        0.25%          0.25%
Other Expenses(1).......................................    0.50%        0.50%          0.50%
                                                            -----        -----          -----
Total Operating Expenses................................    1.65%        1.55%          1.65%
Fee Waiver and Expense Reimbursement(2).................    0.15%        0.15%          0.15%
                                                            -----        -----          -----
Net Expenses(2).........................................    1.50%        1.40%          1.50%
</TABLE>

(1)   Other Expenses are based on annualized estimated amounts for the current
     fiscal year.

(2)   Reflects the impact of a contractual undertaking by the investment adviser
     to reduce Fund expenses (by paying certain expenses and/or waiving fees) so
    that the total operating expenses for A Shares for the first 12 months of
    each Fund's operations will not exceed 1.50% for LMCG Small Cap Growth
    Fund, 1.40% for LMCG Mid Cap Growth Fund and 1.50% for LMCG Small Cap
    Tax-Sensitive Fund, respectively. Thereafter, any such expense reductions
    will be voluntary and may be reduced or eliminated at any time upon
    notifying investors.

                                       8
<PAGE>
    EXAMPLE

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

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

<TABLE>
<CAPTION>
                                                               1 YEAR    3 YEARS
                                                              --------   --------
<S>                                                           <C>        <C>
LMCG Small Cap Fund.........................................    $699      $1,035
LMCG Mid Cap Fund...........................................    $689      $1,006
LMCG Small Cap Tax-Sensitive Fund...........................    $699      $1,035
</TABLE>

MORE ABOUT RISK

    The value of your investment in a Fund changes with the values of that
Fund's investments. Many factors can affect those values. Main risks that could
adversely affect the value of the Fund's shares and the total return on your
investment include:

    MARKET RISK.  Market risk is the risk that the market value of a Fund's
investments will fluctuate as the stock markets fluctuate. Market risk may
affect a particular industry or segment of the economy or it may affect the
market as a whole.

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

    MANAGEMENT RISK.  Management risk is the risk that an investment adviser's
decisions will not produce the desired result. The investment adviser's
assessment of companies held in a Fund's portfolio may prove incorrect,
resulting in losses or poor performance even in a rising market.

    GROWTH STOCK RISK.  The Fund's strategy of investing in "growth" stocks
could fall out of favor with the investing public, resulting in lagging
performance versus other types of stock funds. In addition, growth stocks can be
volatile for several reasons. Because they usually reinvest a high proportion of
their earnings in their own businesses, they may lack the dividend income of
other types of stocks that could cushion their decline in a falling market.
Also, because investors buy growth stocks because of their expected superior
earnings growth, earnings disappointments often result in sharp price declines.

    IPO RISK.  Securities issued through an initial public offering (an "IPO")
are subject to many of the same risks as investing in companies with smaller
market capitalizations. Securities issued in IPOs have no trading history, and
information about the companies may be available for very limited periods. In
addition, the prices of securities sold in IPOs may be highly volatile. At any
particular time or from time to time a Fund may not be able to invest in
securities issued in IPOs, or invest to the extent desired, because, for
example, only a small portion (if any) of the securities being offered in an IPO
may be made available to the Fund. In addition, under certain market conditions
a relatively small number of companies may issue securities in IPOs. Similarly,
as the number of funds to which IPO securities are allocated increases, the
number of securities issued to any one Fund may decrease. The investment
performance of a Fund during periods when it is unable to invest significantly
or at all in IPOs may be lower than during periods when the Fund is able to do
so. In addition, as a Fund increases in size, the impact of IPOs on the Fund's
performance will generally decrease.

    FOREIGN SECURITY RISK.  Foreign investments involve certain special risks.
For example, their values may decline in response to changes in currency
exchange rates, unfavorable political and legal developments, unreliable or
untimely information, and economic and financial instability. In addition,

                                       9
<PAGE>
the liquidity of these investments may be more limited than for U.S.
investments, which means that a Fund may at times be unable to sell them at
desirable prices. Foreign settlement procedures also may involve additional
risks. These risks are generally greater in the case of developing (also known
as emerging) markets with less developed legal and financial systems.

    Certain of these risks also may apply to U.S. investments that are
denominated in foreign currencies or that are traded in foreign markets, or to
securities of U.S. companies that have significant foreign operations.

    SHORT-TERM TRADING.  Each Fund (except for LMCG Small Cap Tax-Sensitive
Fund) may engage in short-term trading, including short-term trading in IPOs.
The frequency of portfolio transactions of each Fund (the portfolio turnover
rate) will vary from year to year depending on many factors. A higher rate of
portfolio turnover could produce increased trading costs and taxable
distributions, which could detract from a Fund's performance.

    TEMPORARY DEFENSIVE POSITIONS.  For temporary defensive purposes, each Fund
may hold all or substantial portion of its assets in cash or fixed-income
investments. The types of securities in which a Fund may invest include U.S.
Government securities, investment grade fixed-income securities, money market
instruments and repurchase agreements. No estimate can be made as to when or for
how long a Fund may employ a defensive strategy. Although a defensive strategy
may help insulate a Fund from a downturn in securities markets, it could prevent
the Fund from capturing the gains it would otherwise achieve if the Fund did not
employ a defensive strategy.

    POLICY CHANGES.  The Funds' Board of Trustees may change a Fund's objective,
investment approach and other policies without shareholder approval, except as
otherwise indicated.

    OTHER INVESTMENTS.  In addition to the main investment strategies described
above, each Fund may make other investments, such as investments in preferred
stocks, convertible securities, debt securities and derivatives, which may be
subject to other risks, as described in the Fund's Statement of Additional
Information (SAI).

HOW TO BUY AND SELL SHARES

HOW TO BUY SHARES

    PURCHASE PRICE OF SHARES.  Each Fund offers one class of shares -- A Shares.
A Shares are sold at the net asset value per share (NAV) next determined after
the Fund receives a purchase order in proper form plus any applicable sales
charge.

    INVESTMENT MINIMUMS.  There is a $1,000 minimum for initial purchases and a
$250 minimum for subsequent purchases of shares of a Fund. Each Fund may waive
these minimums in its discretion. Initial investment minimums do not apply to
investments made through a periodic investment program for investors who make a
monthly investment of $250 or more.

    METHODS FOR PURCHASING SHARES.  Investors may purchase shares:

        THROUGH A FINANCIAL INTERMEDIARY.  A financial intermediary authorized
    by the distributor can sell you shares of each Fund. Financial
    intermediaries include banks, broker-dealers, insurance companies and
    investment advisers. Please note that financial intermediaries may charge
    you transaction-based or other fees for their services. See ADDITIONAL
    POLICIES FOR PURCHASES AND REDEMPTIONS -- INVESTING THROUGH FINANCIAL
    INTERMEDIARIES.

        BY MAIL.  You may open an account by completing, signing and mailing the
    attached account application form and a check or other negotiable bank draft
    (payable to LMCG Funds) for $1,000 or more to the address below. Be sure to
    specify on your account application form the Fund being purchased. For
    additional investments, send a letter stating the name of each Fund and the

                                       10
<PAGE>
    amount you would like to invest in each Fund (which must be at least $250
    per Fund), your name and your account number with a check for the
    appropriate amount to the address below.

<TABLE>
<S>                                 <C>
REGULAR MAIL:                       OVERNIGHT MAIL:
LMCG Funds                          LMCG Funds
c/o PFPC                            c/o PFPC
P.O. Box 9686                       4400 Computer Drive
Providence, RI 02940                Westborough, MA 01581
</TABLE>

        BY WIRE.  To open a new account, you should call the Funds at
    1-866-468-6337 to obtain an account number and complete wire instructions
    prior to wiring any money. Within seven days of purchase, you must send a
    completed account application form containing your certified taxpayer
    identification number to the transfer agent at LMCG Funds, c/o PFPC,
    P.O. Box 9686, Providence, RI 02940. Wire instructions must state the Fund's
    name, your registered name and your account number. Your bank wire should be
    sent through the Federal Reserve Bank Wire System to:

       Boston Safe Deposit & Trust
       Boston, MA
       ABA# 011-001-234
       DDA# 014516
       FBO: LMCG Funds
       For credit to: [Name of Fund / Account Number and Name of Shareholder]

        You may make additional investments at any time using the wire
    instructions described above. Note that banks may charge fees for
    transmitting wires.

        THROUGH AUTOMATIC INVESTMENT.  Under the Automatic Investment Plan (AIP)
    you may arrange for periodic investments in one or more Funds through
    automatic deductions from a checking or savings account. To enroll in the
    AIP you should complete the AIP application form or call the Funds at
    1-866-468-6337. The minimum pre-authorized investment amount per Fund is
    $250. You may discontinue the AIP at any time. We may discontinue the AIP on
    30 days' written notice to you.

HOW TO REDEEM (SELL) SHARES

    REDEMPTION PRICE.  We will redeem shares at the NAV next determined after we
receive the redemption request in proper form. We will reduce the amount you
receive by the amount of any applicable CDSC or redemption fee.

    Please see SALES CHARGES AND RELATED PROGRAMS below for information about
CDSCs and redemption fees.

    METHODS FOR REDEEMING SHARES.  You may redeem shares of the Funds in several
ways:

        THROUGH A FINANCIAL INTERMEDIARY.  Your financial intermediary will be
    responsible for furnishing information to the Funds in proper form and may
    charge for these services. See ADDITIONAL POLICIES FOR PURCHASES AND
    REDEMPTIONS -- INVESTING THROUGH FINANCIAL INTERMEDIARIES.

        BY MAIL.  You may mail your redemption request to: LMCG Funds, c/o PFPC,
    P.O. Box 9686, Providence, RI 02940. (For overnight mail, use the address
    under METHODS FOR PURCHASING SHARES.) The redemption request should state
    the name of the Fund or Funds, account number, amount of redemption, account
    name and where to send the proceeds. All account owners must sign.

        BY TELEPHONE.  You can redeem your shares by contacting your financial
    intermediary or calling the Funds at 1-866-468-6337. There is no minimum
    requirement for telephone redemptions paid by check.

                                       11
<PAGE>
        If you are redeeming shares worth at least $1,000 and you have
    authorized expedited redemption on your account application form, simply
    call the Funds prior to 4:00 p.m. (Eastern time), and request the redemption
    proceeds be mailed to the commercial bank or registered broker-dealer you
    designated on your account application form. We will send your redemption
    amount to you on the next business day. We reserve the right at any time to
    change this redemption procedure or impose fees for this service.

        During periods of unusual economic or market activity, you may
    experience difficulties or delays in effecting telephone redemptions. In
    such cases you should consider placing your redemption request by mail.

        THROUGH AUTOMATIC WITHDRAWAL.  If you have an account value of $2,500 or
    more in a Fund, you may redeem shares of the Fund on a monthly, quarterly,
    semi-annual or annual basis through the Automatic Withdrawal Plan (AWP). The
    minimum withdrawal is $50. We usually process withdrawals on the 20th day of
    the month and promptly send you your redemption amount. You may enroll in
    the AWP by completing the AWP application form available through the
    transfer agent. To participate in the AWP, you must have your dividends
    automatically reinvested. You may change or cancel the AWP at any time upon
    notice to the transfer agent. You should not buy A Shares (and pay a sales
    charge) while you participate in the AWP and you must pay any applicable
    CDSC when you redeem shares.

ADDITIONAL POLICIES FOR PURCHASES AND REDEMPTIONS

    MEDALLION SIGNATURE GUARANTEES.  For your protection, a medallion signature
guarantee is required for the following redemption requests: (a) redemption
proceeds greater than $50,000; (b) redemption proceeds that are payable to
someone other than the record owner of the account; or (c) redemption proceeds
being mailed to an address other than the address of record on the account. A
MEDALLION signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings association, or other
financial institution that is participating in a medallion program recognized by
the Securities Transfer Association. The three recognized medallion programs are
Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion
Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature Program
(NYSE MSP). Notarized signatures or signature guarantees from financial
institutions that are not participating in one of these programs will not be
accepted.

    EXCHANGE PRIVILEGE.  Shareholders of a Fund are entitled to exchange some or
all of their shares of the Fund for shares of another fund of the LMCG Funds,
subject to any applicable redemption fee. Shares that are exchanged will be
valued at their respective net asset values computed as of the close of regular
trading on the NYSE on the day the exchange is requested.

    An exchange of shares pursuant to the exchange privilege may result in a
shareholder realizing a taxable gain or loss for income tax purposes. The
exchange privilege is available to shareholders residing in any state in which
the shares of the Fund being acquired may legally be sold. There is no charge
for the exchange privilege. Any exchange, however, must meet the applicable
minimum investment amount for the Fund into which the exchange is being made.

    REINVESTMENT PRIVILEGE.  For 60 days after you sell shares of a Fund, you
may reinvest your redemption proceeds in Fund shares at the then-current NAV.
Any CDSC you paid on the amount you are reinvesting will be credited to your
account. You may use this privilege once in any given twelve-month period with
respect to your shares of a Fund. You or your financial intermediary must notify
the transfer agent in writing at the time of reinvestment in order to eliminate
the sales charge on your reinvestment.

    TELEPHONE TRANSACTIONS.  Shareholders automatically have the privilege of
redeeming shares of the Funds by telephone. The Funds will employ reasonable
procedures to verify the genuineness of telephone redemption requests, which may
include recording telephone calls and requiring certain

                                       12
<PAGE>
personal identification information. If reasonable procedures are not followed,
the Funds may be liable for any losses due to unauthorized or fraudulent
instructions. Neither the Funds nor the Funds' distributor or transfer agent
will be liable for following instructions communicated by telephone that are
reasonably believed to be genuine. You should verify the accuracy of your
account statements immediately after you receive them and contact the Funds if
you question any activity in the account.

    INVESTING THROUGH FINANCIAL INTERMEDIARIES.  Investors who purchase shares
through a financial intermediary will be subject to the procedures of their
financial intermediary, which may include charges, limitations, investment
minimums, cutoff times for purchase and redemption requests, and restrictions in
addition to, or different from, those generally applicable to Fund shareholders.
Any such charges would reduce the return on an investment in a Fund. Investors
should acquaint themselves with their financial intermediary's procedures and
should read this prospectus in conjunction with any material and information
provided by their financial intermediary. Investors who purchase a Fund's shares
though a financial intermediary may or may not be the shareholder of record.
Financial intermediaries are responsible for promptly transmitting purchase,
redemption and other requests to a Fund.

    Certain shareholder services, such as periodic investment programs, may not
be available to customers of financial intermediaries or may differ in scope
from programs generally available to Fund shareholders. Shareholders should
contact their financial intermediary for further information. The Funds may
confirm purchases and redemptions of a financial intermediary's customers
directly to the intermediary, which in turn should provide its customers with
confirmation and periodic statements. The Funds are not responsible for the
failure of any financial intermediary to carry out its obligations to its
customer.

    In certain cases, the Funds may authorize intermediaries to accept orders on
a Fund's behalf up to the time at which the NAV is determined. If those orders
are transmitted to the Fund and paid for in accordance with established
procedures, they will be priced at the NAV next determined after the request is
received by the intermediary in the form required.

    OTHER POLICIES.  In addition --

    - The Funds consider orders to be in "proper form" when all required
      documents are properly completed, signed and received.

    - Each Fund reserves the right to reject any purchase order, including
      exchanges from other LMCG Funds.

    - At any time, a Fund may change any of its purchase or redemption
      procedures, and may suspend the sale of its shares.

    - Each Fund may delay sending redemption proceeds for up to seven days, or
      longer if permitted by the Securities and Exchange Commission.

    - The Funds typically will send redemption amounts to you within seven days
      after you redeem shares. The Funds may hold redemption amounts from the
      sale of shares you purchased by check until the purchase check has
      cleared, which may be as long as 15 days.

    - To limit Fund expenses, the Funds do not currently issue share
      certificates.

    - Each Fund may temporarily stop redeeming shares if:

       - the New York Stock Exchange is closed;

       - trading on the New York Stock Exchange is restricted;

       - an emergency exists and a Fund cannot sell its assets or accurately
         determine the value of its assets; or

       - the Securities and Exchange Commission orders a Fund to suspend
         redemptions.

                                       13
<PAGE>
    - Each Fund reserves the right to make payment for redeemed shares wholly or
      in part by giving the redeeming shareholder portfolio securities. The
      shareholder will pay transaction costs to dispose of these securities.

    - Each Fund may redeem your account if its value falls below $1,000 as a
      result of redemptions (but not as a result of a decline in NAV). You will
      be notified in writing and allowed 60 days to increase the value of your
      account to the minimum investment level.

SALES CHARGES AND RELATED PROGRAMS

SALES CHARGES

    You can purchase A Shares at the NAV plus an initial sales charge. The sales
charge as a percentage of your investment decreases as the amount you invest
increases. The current sales charge and commissions paid to selected dealers are
as follows:

<TABLE>
<CAPTION>
                                                             SALES CHARGE AS A
                                                               PERCENTAGE OF
                                                           ---------------------        DEALER
                                                                          NET      REALLOWANCE AS A
                                                              YOUR       ASSET      PERCENTAGE OF
AMOUNT OF PURCHASE                                         INVESTMENT    VALUE      OFFERING PRICE
------------------                                         ----------   --------   ----------------
<S>                                                        <C>          <C>        <C>
Less than $25,000........................................     5.50%       5.82%        5.00%
$25,000 to $49,999.......................................     5.25%       5.54%        4.75%
50,000 to $99,999........................................     4.50%       4.71%        4.00%
$100,000 to $249,999.....................................     3.50%       3.63%        3.25%
$250,000 to $499,999.....................................     2.50%       2.56%        2.25%
$500,000 to $999,999.....................................     1.50%       1.52%        1.25%
$1,000,000 or more.......................................   None*       None*      (see below)**
</TABLE>

*   No initial sales charge applies on investments of $1 million or more.
    However, a CDSC of 1% is imposed on redemptions within one year of this type
    of purchase.

**  The distributor will pay a 1% commission to dealers who initiate and are
    responsible for purchases of $1 million or more.

    The distributor may pay the entire commission to dealers.

SALES CHARGE REDUCTIONS

    Sales charges may be reduced or eliminated in the following circumstances.
For further information on sales charge reductions, call the Funds at
1-866-468-6337.

    LETTER OF INTENT.  If you intend to purchase at least $25,000 of A Shares of
the Funds, you may wish to complete the Letter of Intent section of your account
application form. By doing so, you agree to invest a certain amount over a
13-month period. You would pay a sales charge on any A Shares you purchase
during the 13 months based on the total amount to be invested under the Letter
of Intent. You can apply any investments you made during the preceding 90-day
period toward fulfillment of the Letter of Intent (although there will be no
refund of sales charges you paid during the 90-day period). You should inform
the Funds' transfer agent that you have a Letter of Intent each time you make an
investment.

    You are not obligated to purchase the amount specified in the Letter of
Intent. If you purchase less than the amount specified, however, you must pay
the difference between the sales charge paid and the sales charge applicable to
the purchases actually made. Your shares will be held subject to a pledge for
this purpose. The custodian will release the pledge at the end of the 13 months
unless you do not complete your intended investment.

                                       14
<PAGE>
    QUANTITY DISCOUNTS.  You may combine purchases of A Shares that are made by
you, your spouse, your children under age 21 and your IRA when calculating the
sales charge. You must notify your financial intermediary or the Funds' transfer
agent to qualify.

    RIGHT OF ACCUMULATION.  You may add the value of any A Shares of the Funds
you already own to the amount of your next investment for purposes of
calculating the sales charge at the time of the current purchase. You must
notify your financial intermediary or the transfer agent to qualify. Certain
financial intermediaries may not offer these programs or may impose conditions
or fees to use these programs. You should consult with your financial
intermediary prior to purchasing the Funds' shares.

    OTHER CIRCUMSTANCES.  We may waive some or all of the initial sales charge
for the following types of purchasers:

    1.  individuals with an investment account or relationship with the
investment adviser;

    2.  full-time employees and retired employees of the investment adviser or
its affiliates, employees of the Funds' service providers and immediate family
members of such persons;

    3.  registered broker-dealers that have entered into selling agreements with
the distributor, for their own accounts or for retirement plans for their
employees or sold to registered representatives for full-time employees (and
their families) that certify to the distributor at the time of purchase that
such purchase is for their own account (or for the benefit of their families);

    4.  individuals who reinvest a distribution from a qualified retirement plan
for which the investment adviser serves as investment adviser;

    5.  banks and other financial intermediaries that have entered into
agreements with a Fund, the investment adviser or the distributor to provide
shareholder services for their customers that are Fund shareholders (including
customers of such banks and other financial intermediaries, and the immediate
family members of such customers);

    6.  financial planners who charge a fee for their advisory services or
employee benefit plan consultants acting for the accounts of their clients;

    7.  customers of LPM Investment Services, Inc. ("LPM") investing with
proceeds of a redemption at net asset value, within the preceding 60 days, of
shares of another mutual fund (which is not one of the LMCG Funds) on which the
investor has paid a front-end sales charge to LPM; and

    8.  investors investing with proceeds of a redemption at net asset value,
within the preceding 60 days, of shares of another mutual fund (which is not one
of the LMCG Funds) that has been managed by one or more of the Funds' portfolio
managers within the past year.

    REDEMPTION FEE AND CDSC.  You will be assessed a redemption fee of 0.75%
(expressed as a percentage of the amount you are redeeming) if you redeem a
Fund's shares within 180 days after investing. This fee is intended to protect
the Fund's long-term shareholders, to avoid transaction and other expenses
caused by early redemptions and to facilitate portfolio management. The fee,
which is paid to the Fund, is not a deferred sales charge, and is not a
commission paid to the investment adviser, the distributor, or their respective
affiliates. The Funds will use the "first-in, first-out" (FIFO) method to
determine the 180-day holding period. Under this method, the date of the
redemption or exchange will be compared to the earliest purchase date of shares
held in the account. If this holding period is 180 days or less, the fee will be
charged.

    You pay a CDSC when you redeem A Shares that were bought as part of an
investment of at least $1 million within one year of buying them. The CDSC is
based on the original net asset value at the time of your investment or the net
asset value at the time of redemption, whichever is lower. You will not pay a
CDSC to the extent that the value of the redeemed shares represents
(1) reinvestment of dividends or capital gain distributions; or (2) capital
appreciation of shares redeemed. When you redeem shares, the Funds will assume
that you first are redeeming shares representing reinvestment of

                                       15
<PAGE>
dividends and capital gains distributions, then any appreciation on shares
redeemed, and then remaining shares held by you for the longest period of time.

    The Funds will waive the CDSC payable upon redemption of Fund shares for:

    - redemptions made within one year after the death of a shareholder or
      registered joint owner;

    - minimum required distributions made from an IRA or other retirement plan
      account after you reach age 70;

    - involuntary redemptions made by the Funds.

RULE 12B-1 FEES

    Each Fund has adopted a Rule 12b-1 plan that allows the Fund to pay fees for
services provided to shareholders. Under the plan, the Funds may pay an annual
fee of up to 0.25% of the average daily net assets of A Shares to pay for
certain shareholder services provided by financial intermediaries that have
agreements with the Funds or the Funds' distributor to provide such services.
The plan is a "compensation" type plan.

    Because the fees are paid out of the Funds' assets on an on-going basis,
over time these fees will increase the cost of an investment in the Funds and
may cost a shareholder more than paying other types of sales charges.

    In addition to Rule 12b-1-related payments, the investment adviser may, from
time to time, make payments to banks, broker-dealers or other financial
intermediaries for certain services to the Funds and/or their shareholders,
including sub-administration, sub-transfer agency and shareholder servicing. The
investment adviser or distributor may make such payments out of its own
resources, without additional cost to the Funds or its shareholders. In certain
cases, such as in the case of sub-transfer agency services, the Funds may
contract for, and pay for, these services directly.

SHAREHOLDER INFORMATION

PRICING YOUR SHARES

    The NAV is the value of a single share of a Fund. Each Fund's NAV is
calculated on each day the New York Stock Exchange is open (a "business day").

    When you buy or sell shares you do so at the Fund's NAV next calculated
after the Fund accepts your order. Purchase or sale orders received by each
Fund's transfer agent or an authorized financial intermediary and accepted by
the Fund before the close of business that day will be executed at the Fund's
NAV on that day. Orders received after that time will be executed at the Fund's
NAV at the close of the next business day.

    Each Fund calculates its NAV as of the close of regular session trading on
the New York Stock Exchange, normally 4:00 p.m. (Eastern time). If the New York
Stock Exchange closes early, the Fund will accelerate its calculation of NAV and
transaction deadlines to that time.

    The NAV is calculated by (1) taking the current value of the Fund's total
assets, (2) subtracting the liabilities and expenses of the Fund, and
(3) dividing that amount by the total number of shares outstanding. The NAV of
each Fund is generally based on the market value of the securities held in the
Fund. If market values are not available, the fair value of securities as
determined in good faith by, or using procedures approved by, the Board of
Trustees of the Fund.

DIVIDENDS

    It is currently contemplated that dividends of each Fund's net investment
income, if any, will be declared and paid annually. In the event that a Fund's
Board of Trustees changes the dividend policy, shareholders will be notified.
Net capital gain, if any, realized by a Fund will be distributed at least
annually. Unless a shareholder elects payment in cash, all dividend and capital
gain distributions of a

                                       16
<PAGE>
Fund are automatically reinvested in additional full and fractional shares of
the Fund at the NAV as of the payment date of the distribution.

    BUYING A DIVIDEND.  If you purchase shares shortly before a distribution,
you will be taxed on the distribution, even though it represents a return of
your investment. To avoid this result, check each Fund's distribution schedule
before you invest.

TAXES

    Dividends derived from each Fund's net investment income and short-term
capital gains are generally taxable to a shareholder as ordinary income.
Distributions of net capital gain (that is, the excess of net capital gains from
capital assets held more than one year over the net losses from capital assets
held for not more than one year), if any, realized by a Fund are taxable to
shareholders of the Fund as a long-term capital gain (taxable, in the case of an
individual shareholder, at a maximum rate of 20%), regardless of the length of
time the shareholder may have held shares in the Fund at the time of
distribution. Distributions are taxable whether received in cash or reinvested
in additional Fund shares.

    The Funds' investments in foreign securities may be subject to foreign
withholding taxes. In that case, the Fund's yield on those securities would be
decreased. Shareholders generally will not be entitled to claim a credit or
deduction with respect to foreign taxes. In addition, a Fund's investments in
foreign securities or foreign currencies may increase or accelerate the Fund's
recognition of ordinary income and may affect the timing or amount of the Fund's
distributions.

    Any gain resulting from the sale, exchange, or redemption of shares will
generally also be subject to tax. You should consult your tax adviser regarding
specific questions as to federal, state and local taxes.

    Required tax information will be provided annually. You are encouraged to
retain copies of your account statements or year-end statements for tax
reporting purposes. However, if you have incomplete records, you may obtain
historical account transaction information at a reasonable fee.

MANAGEMENT

INVESTMENT ADVISER

    Lee Munder Investments Ltd., 231 Royal Palm Way, Palm Beach FL 33480, the
investment advisory arm of the Lee Munder Capital Group, is the Funds'
investment adviser. The investment adviser oversees the Funds' program, places
orders for the Fund's purchases and sales of portfolio securities and maintains
records relating to such purchases and sales.

    The investment adviser was organized in January 2000 and is registered with
the SEC. In addition to the Funds, the investment adviser provides investment
advisory services to private accounts and, as of September 30, 2000, had
approximately $500 million under management. Lee P. Munder is Chairman of the
investment adviser. Mr. Munder formerly was the founder and chief executive
officer of Munder Capital Management.

    For its services, the investment adviser receives an annual fee based on
each Fund's average daily net assets at the following rates: 0.90% for LMCG
Small Cap Growth Fund, 0.80% for LMCG Mid Cap Growth Fund and 0.90% for LMCG
Small Cap Tax-Sensitive Fund, respectively The investment adviser has
contractually undertaken to reduce Fund expenses (by paying certain expenses
and/or waiving fees) so that each Fund's total operating expenses for the first
12 months of its operations will not exceed 1.50% for LMCG Small Cap Growth
Fund, 1.40% for LMCG Mid Cap Growth Fund and 1.50% for LMCG Small Cap
Tax-Sensitive Fund, respectively. Thereafter, any such expense reductions will
be voluntary and may be reduced or eliminated at any time upon notifying
investors.

                                       17
<PAGE>
    PORTFOLIO MANAGEMENT.  The full advisory staff of the investment adviser
contributes to the investment management services provided to the Funds. The
following persons, however, are primarily responsible for the day-to-day
investment management of the Funds:

        LMCG SMALL CAP GROWTH FUND -- Nicholas S. Battelle and Andrew Beja.
    Mr. Battelle is Managing Director of the investment adviser. Before joining
    the investment adviser in August 2000, Mr. Battelle had served as vice
    president and director of Standish, Ayer & Wood, Inc. since 1984. Mr. Beja
    is a Director of the investment adviser. Before joining the investment
    adviser in August 2000, Mr. Beja had served as vice president and senior
    analyst of Standish, Ayer & Wood, Inc. since March 1996 and as an associate
    director since 1999. Previously, Mr. Beja was a vice president and analyst
    at Advest, Inc.

        LMCG MID CAP GROWTH FUND -- Nicholas S. Battelle and Michael J. Chapman.
    Mr. Chapman, Portfolio Manager, joined the investment adviser in November
    2000. Before joining the investment adviser, Mr. Chapman had served as chief
    investment officer, director of research and portfolio manager at Westfield
    Capital Management since June 1990. Previously, Mr. Chapman held numerous
    analytical and portfolio roles at Eaton Vance. For a description of
    Mr. Battelle, see LMCG Small Cap Growth Fund above.

        LMCG SMALL CAP TAX-SENSITIVE FUND -- Nicholas S. Battelle. For a
    description of Mr. Battelle, see LMCG Small Cap Growth Fund above.

DISTRIBUTOR

    Funds Distributor, Inc. acts as distributor of the Funds' shares.

                                       18
<PAGE>
LMCG FUNDS
---------------------------------------------------------

FOR MORE INFORMATION

    More information on the Funds is available upon request, including the
following:

    SHAREHOLDER REPORTS.  Additional information about the Funds' investments is
available in each Fund's annual and semi-annual reports to shareholders. In each
Fund's annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance during
its last fiscal year.

    STATEMENT OF ADDITIONAL INFORMATION (SAI).  The SAI includes more
information about each Fund and its policies. The SAI is on file with the
Securities and Exchange Commission (SEC) and is incorporated by reference into
(is legally considered a part of) this prospectus.

    You may request free copies of these materials, along with other information
about the Funds and make shareholder inquiries by contacting:

LMCG Funds
231 Royal Palm Way
Palm Beach FL 33480
TELEPHONE: 1-866-468-6337
INTERNET SITE: http://www.leemunder.com

    Text-only versions of the Funds' prospectus can be viewed online or
downloaded from Lee Munder Investments Ltd. (http://www.leemunder.com). The
Funds' prospectus and other documents pertaining to the Funds also can be viewed
online or downloaded from the SEC (http://www.sec.gov).

    You also can review and copy information about each Fund, including the SAI,
at the SEC's public reference room in Washington, DC. For a duplicating fee, you
may obtain copies of this information by writing to the SEC's Public Reference
Section, Washington, DC 20549-0102 or by electronic request at
[email protected]. For more information about these services, call the SEC at
1-202-942-8090.

    LMCG Funds' investment company registration number is 811-10069.
<PAGE>
                                                   Filed pursuant to Rule 497(e)

LMCG FUNDS

 LMCG TECHNOLOGY FUND

  A SHARES

PROSPECTUS

December 28, 2000

The Securities and Exchange Commission (SEC) has not approved or disapproved the
Fund's shares or determined whether this prospectus is adequate or complete. Any
representation to the contrary is a criminal offense.
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                                           <C>
ABOUT THE FUND..............................................  3

MORE ABOUT RISK.............................................  6

HOW TO BUY AND SELL SHARES..................................  7

SALES CHARGES AND RELATED PROGRAMS..........................  11

SHAREHOLDER INFORMATION.....................................  13

MANAGEMENT..................................................  14

FOR MORE INFORMATION........................................  Back cover
</TABLE>

                                       2
<PAGE>
ABOUT THE FUND

    The following describes the Fund's investment objective, main investments
and strategies, main risks, and fees and expenses. Another section, MORE ABOUT
RISK, further describes main risks of the Fund and begins after this section.

OBJECTIVE

    The Fund seeks capital growth. There can be no assurance that the Fund will
achieve this objective.

STRATEGY

    The Fund invests primarily in the securities of technology companies.

    Technology companies include those companies expected to benefit from the
development, advancement, and use of science and technology. Some of the market
sectors likely to be included in the portfolio are:

    - computers, including products, software, and electronic components;

    - telecommunications;

    - media and information services;

    - environmental services;

    - chemicals and synthetic materials;

    - health care, including medical devices, pharmaceuticals, and
      biotechnology;

    - defense and aerospace; and

    - internet products and services.

    The investment adviser employs a GROWTH oriented investment style in
managing the Fund's portfolio, which means the investment adviser seeks to
identify those companies that are experiencing or will experience strong growth.
Stock selection is based on a "bottom-up" approach, which means that the
investment adviser focuses on individual companies instead of trying to predict
which industry sectors will perform best (as opposed to a "top-down" approach,
which targets particular industry sectors before considering individual
companies).

    In making investment decisions, the investment adviser assesses whether a
company's fundamentals -- financial condition, management, and position in its
industry -- indicate strong prospects for earnings growth. In making this
assessment, the investment adviser may consider such particular factors as a
company's market share, projected earnings, cash flows, technology leadership,
patents and other intellectual property, marketing prowess and product
development capabilities. The investment adviser invests in companies that it
believes will experience earnings and revenues growth at an accelerating pace.
This strategy is based on the premise that, over the long term, the stocks of
companies with accelerating earnings and revenues have a greater-than-average
chance to increase in value.

    The Fund's holdings can range from large, "blue chip" companies with
established track records to small companies developing new technologies,
including companies making initial public offerings.

    The Fund may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.

    As a technology fund, the Fund focuses its investments (in other words,
invests 25% or more of its total assets) in the stocks of technology companies.

                                       3
<PAGE>
    While most assets will be invested in U.S. common stocks, the Fund may
invest up to 25% of its total assets in securities issued by foreign companies
(measured at the time of investment). These include non-U.S. dollar-denominated
securities traded outside of the U.S. and dollar-denominated securities of
foreign issuers traded in the U.S. (such as American Depository Receipts). The
Fund also may invest in other securities, including other investment companies
and futures and options, in keeping with the Fund's investment objectives.

RISKS

    Investors could lose money on their investments in the Fund, or the Fund
could underperform other possible investments, if any of the following occurs:

    - The U.S. or foreign stock markets go down.

    - Stocks of technology companies fall out of favor with the market.

    - The markets favor stocks with "value" characteristics over growth stocks.

    - An adverse event, such as an unfavorable earnings report, depresses the
      value of a particular company's stock.

    - The investment adviser's judgment about the attractiveness, value or
      potential appreciation of a particular company's stock proves to be
      incorrect.

    An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

    INVESTMENT FOCUS RISKS.  The Fund's policy of focusing technology companies
makes it more susceptible to factors adversely affecting companies in that
sector.

    The technology sector can be affected by specific risks including:
aggressive product pricing due to competitive pressure from numerous market
entrants, short product cycles and product obsolescence, among others. Companies
in the rapidly changing fields of science and technology often face high price
volatility. The market price of technology companies may be particularly
susceptible to earnings disappointments, such as earning projections that fail
to materialize. Products and services that at first appear promising may not
prove commercially successful or may become obsolete quickly. This level of risk
will increase to the extent the Fund has significant exposure to smaller or
unseasoned companies, which may not have established products or more
experienced management. Increased volatility also is associated with investments
in this segment of the stock market (as opposed to investments in a broader
range of industries). The performance and volatility of the Fund will likely
reflect that of this sector during down markets as well as during up markets.

    In addition, the Fund is "non-diversified," which means it may invest more
than 5% of its assets in the stock of a single company. To the extent the Fund
invests a greater percentage of its assets in a single company, the Fund has
greater exposure to the performance and risks of that company.

    SMALLER COMPANY RISK.  The Fund is subject to additional risk because of its
investment in the stocks of small and medium-sized companies. These companies
may have limited product lines, markets and financial resources, and may depend
on a small, inexperienced management group. They may have shorter operating
histories and more volatile businesses. The prices of small and medium-sized
company stocks, and in particular aggressive growth stocks, tend to be more
volatile than the prices of stocks of companies with larger market
capitalizations. In addition, it may be harder to sell these stocks, which can
reduce their selling prices. Small cap stocks are more susceptible to these
risks than mid cap stocks.

    Investments in initial public offerings typically are subject to these risks
to a more pronounced degree, and may result in increased trading costs and
taxable distributions.

                                       4
<PAGE>
    FOREIGN SECURITY RISK.  Investing in foreign securities may involve risks
not associated with investment in U.S. securities, including currency
fluctuation, local withholding and other taxes, different financial reporting
practices and regulatory standards, higher trading costs, changes in political
conditions, investment and repatriation restrictions, and settlement and custody
risks.

WHO MAY WANT TO INVEST

    The Fund may be an appropriate investment if you:

    - are seeking capital growth over the long term (at least five years) and
      are willing to ride out market swings;

    - are looking to allocate a portion of your assets to stocks with
      above-average volatility;

    - are comfortable with the risks of the stock market;

    - are not seeking a substantial amount of current income;

    - want exposure to the technology sector and can accept the heightened risk
      and volatility associated with stocks of technology companies as compared
      to a fund investing across multiple sectors and industries.

    An investment in the Fund may not be appropriate for all investors. The Fund
is not intended to be a complete investment program.

PAST FUND PERFORMANCE

    As a new fund, the Fund does not have performance history as of the date of
this prospectus.

EXPENSE INFORMATION

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

    SHAREHOLDER TRANSACTION FEES (fees paid directly from your investment)(a)

<TABLE>
<S>                                                           <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
 percentage of offering price)..............................   5.5%(b)

Maximum Deferred Sales Charge (Load) Imposed on Purchases
 (as a percentage of the lesser of purchase price or
 redemption proceeds).......................................   None(c)

Redemption Fee (as a percentage of the amount redeemed).....  0.75%(d)
</TABLE>

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

(a)   Investments made through broker-dealers or other financial intermediaries
     may entail additional charges imposed by those intermediaries.

(b)   The sales charge declines as the amount invested increases.

(c)   A contingent deferred sales charge (CDSC) is a one-time fee charged at the
     time of redemption. A 1% CDSC applies to redemptions of shares within one
    year of investment that were purchased with no initial sales charge as part
    of an investment of $1,000,000 or more.

(d)   You will be assessed a redemption fee (payable to the Fund) of your
     redemption amount if you redeem Fund shares within 180 days after
    investing.

                                       5
<PAGE>
    ANNUAL OPERATING EXPENSES (expenses deducted from Fund assets)

<TABLE>
<S>                                                           <C>
Management Fees.............................................     0.80%
Distribution and/or Service (12b-1) Fees....................     0.25%
Other Expenses(1)...........................................     0.50%
Total Operating Expenses....................................     1.55%
                                                               -------
Fee Waiver and Expense Reimbursement(2).....................     0.15%
                                                               -------
Net Expenses(2).............................................     1.40%
</TABLE>

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

(1)   Other Expenses are based on annualized estimated amounts for the current
     fiscal year.

(2)   Reflects the impact of a contractual undertaking by the investment adviser
     to reduce the Fund's expenses (by paying certain expenses and/or waiving
    fees) so that the total operating expenses for A Shares for the first 12
    months of the Fund's operations will not exceed 1.40%. Thereafter, any such
    expense reductions will be voluntary and may be reduced or eliminated at any
    time upon notifying investors.

    EXAMPLE

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

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

<TABLE>
<CAPTION>
1 YEAR              3 YEARS
------              --------
<S>                 <C>
 $689                $1,006
</TABLE>

MORE ABOUT RISK

    The value of your investment in the Fund changes with the values of the
Fund's investments. Many factors can affect those values. Main risks that could
adversely affect the value of the Fund's shares and the total return on your
investment include:

    MARKET RISK.  Market risk is the risk that the market value of the Fund's
investments will fluctuate as the stock markets fluctuate. Market risk may
affect a particular industry or segment of the economy or it may affect the
market as a whole.

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

    MANAGEMENT RISK.  Management risk is the risk that an investment adviser's
decisions will not produce the desired result. The investment adviser's
assessment of companies held in the Fund's portfolio may prove incorrect,
resulting in losses or poor performance even in a rising market.

    GROWTH STOCK RISK.  The Fund's strategy of investing in "growth" stocks
could fall out of favor with the investing public, resulting in lagging
performance versus other types of stock funds. In addition, growth stocks can be
volatile for several reasons. Because they usually reinvest a high proportion of
their earnings in their own businesses, they may lack the dividend income of
other types of stocks that could cushion their decline in a falling market.
Also, because investors buy growth stocks because of their expected superior
earnings growth, earnings disappointments often result in sharp price declines.

                                       6
<PAGE>
    IPO RISK.  Securities issued through an initial public offering (an "IPO")
are subject to many of the same risks as investing in companies with smaller
market capitalizations. Securities issued in IPOs have no trading history, and
information about the companies may be available for very limited periods. In
addition, the prices of securities sold in IPOs may be highly volatile. At any
particular time or from time to time the Fund may not be able to invest in
securities issued in IPOs, or invest to the extent desired, because, for
example, only a small portion (if any) of the securities being offered in an IPO
may be made available to the Fund. In addition, under certain market conditions
a relatively small number of companies may issue securities in IPOs. Similarly,
as the number of funds to which IPO securities are allocated increases, the
number of securities issued to the Fund may decrease. The investment performance
of the Fund during periods when it is unable to invest significantly or at all
in IPOs may be lower than during periods when the Fund is able to do so. In
addition, as the Fund increases in size, the impact of IPOs on the Fund's
performance will generally decrease.

    FOREIGN SECURITY RISK.  Foreign investments involve certain special risks.
For example, their values may decline in response to changes in currency
exchange rates, unfavorable political and legal developments, unreliable or
untimely information, and economic and financial instability. In addition, the
liquidity of these investments may be more limited than for U.S. investments,
which means that the Fund may at times be unable to sell them at desirable
prices. Foreign settlement procedures also may involve additional risks. These
risks are generally greater in the case of developing (also known as emerging)
markets with less developed legal and financial systems.

    Certain of these risks also may apply to U.S. investments that are
denominated in foreign currencies or that are traded in foreign markets, or to
securities of U.S. companies that have significant foreign operations.

    SHORT-TERM TRADING.  The Fund may engage in short-term trading, including
trading in IPOs. The frequency of portfolio transactions of the Fund (the
portfolio turnover rate) will vary from year to year depending on many factors.
A higher rate of portfolio turnover could produce increased trading costs and
taxable distributions, which could detract from the Fund's performance.

    TEMPORARY DEFENSIVE POSITIONS.  For temporary defensive purposes, the Fund
may hold all or substantial portion of its assets in cash or fixed-income
investments. The types of securities in which the Fund may invest include U.S.
Government securities, investment grade fixed-income securities, money market
instruments and repurchase agreements. No estimate can be made as to when or for
how long the Fund may employ a defensive strategy. Although a defensive strategy
may help insulate the Fund from a downturn in securities markets, it could
prevent the Fund from capturing the gains it would otherwise achieve if the Fund
did not employ a defensive strategy.

    POLICY CHANGES.  The Fund's Board of Trustees may change the Fund's
objective, investment approach and other policies without shareholder approval,
except as otherwise indicated.

    OTHER INVESTMENTS.  In addition to the main investment strategies described
above, the Fund may make other investments, such as investments in preferred
stocks, convertible securities, debt securities and derivatives, which may be
subject to other risks, as described in the Fund's Statement of Additional
Information (SAI).

HOW TO BUY AND SELL SHARES

HOW TO BUY SHARES

    PURCHASE PRICE OF SHARES.  The Fund offers one class of shares -- A Shares.
A Shares are sold at the net asset value per share (NAV) next determined after
the Fund receives a purchase order in proper form plus any applicable sales
charge.

    INVESTMENT MINIMUMS.  There is a $1,000 minimum for initial purchases and a
$250 minimum for subsequent purchases of shares of the Fund. The Fund may waive
these minimums in its discretion. Initial investment minimums do not apply to
investments made through a periodic investment program for investors who make a
monthly investment of $250 or more.

                                       7
<PAGE>
    METHODS FOR PURCHASING SHARES.  Investors may purchase shares:

        THROUGH A FINANCIAL INTERMEDIARY.  A financial intermediary authorized
    by the distributor can sell you shares of the Fund. Financial intermediaries
    include banks, broker-dealers, insurance companies and investment advisers.
    Please note that financial intermediaries may charge you transaction-based
    or other fees for their services. See ADDITIONAL POLICIES FOR PURCHASES AND
    REDEMPTIONS -- INVESTING THROUGH FINANCIAL INTERMEDIARIES.

        BY MAIL.  You may open an account by completing, signing and mailing the
    attached account application form and a check or other negotiable bank draft
    (payable to LMCG Funds) for $1,000 or more to the address below. Be sure to
    specify on your account application form the Fund being purchased. For
    additional investments, send a letter stating the name of the Fund and the
    amount you would like to invest in the Fund (which must be at least $250),
    your name and your account number with a check for the appropriate amount to
    the address below.

<TABLE>
<S>                                 <C>
REGULAR MAIL:                       OVERNIGHT MAIL:
LMCG Funds                          LMCG Funds
c/o PFPC                            c/o PFPC
P.O. Box 9686                       4400 Computer Drive
Providence, RI 02940                Westborough, MA 01581
</TABLE>

        BY WIRE.  To open a new account, you should call the Fund at
    1-866-468-6337 to obtain an account number and complete wire instructions
    prior to wiring any money. Within seven days of purchase, you must send a
    completed account application form containing your certified taxpayer
    identification number to the transfer agent at LMCG Funds, c/o PFPC,
    P.O. Box 9686, Providence, RI 02940. Wire instructions must state the Fund's
    name, your registered name and your account number. Your bank wire should be
    sent through the Federal Reserve Bank Wire System to:

       Boston Safe Deposit & Trust
       Boston, MA
       ABA# 011-001-234
       DDA# 014516
       FBO: LMCG Funds
       For credit to: [Name of Fund / Account Number and Name of Shareholder]

        You may make additional investments at any time using the wire
    instructions described above. Note that banks may charge fees for
    transmitting wires.

        THROUGH AUTOMATIC INVESTMENT.  Under the Automatic Investment Plan (AIP)
    you may arrange for periodic investments in the Fund through automatic
    deductions from a checking or savings account. To enroll in the AIP you
    should complete the AIP application form or call the Fund at 1-866-468-6337.
    The minimum pre-authorized investment amount per Fund is $250. You may
    discontinue the AIP at any time. We may discontinue the AIP on 30 days'
    written notice to you.

HOW TO REDEEM (SELL) SHARES

    REDEMPTION PRICE.  We will redeem shares at the NAV next determined after we
receive the redemption request in proper form. We will reduce the amount you
receive by the amount of any applicable CDSC or redemption fee.

    Please see SALES CHARGES AND RELATED PROGRAMS below for information about
CDSCs and redemption fees.

                                       8
<PAGE>
    METHODS FOR REDEEMING SHARES.  You may redeem shares of the Fund in several
ways:

        THROUGH A FINANCIAL INTERMEDIARY.  Your financial intermediary will be
    responsible for furnishing information to the Fund in proper form and may
    charge for these services. See ADDITIONAL POLICIES FOR PURCHASES AND
    REDEMPTIONS -- INVESTING THROUGH FINANCIAL INTERMEDIARIES.

        BY MAIL.  You may mail your redemption request to: LMCG Funds, c/o PFPC,
    P.O. Box 9686, Providence, RI 02940. (For overnight mail, use the address
    under METHODS FOR PURCHASING SHARES.) The redemption request should state
    the name of the Fund, account number, amount of redemption, account name and
    where to send the proceeds. All account owners must sign.

        BY TELEPHONE.  You can redeem your shares by contacting your financial
    intermediary or calling the Fund at 1-866-468-6337. There is no minimum
    requirement for telephone redemptions paid by check.

        If you are redeeming shares worth at least $1,000 and you have
    authorized expedited redemption on your account application form, simply
    call the Fund prior to 4:00 p.m. (Eastern time), and request the redemption
    proceeds be mailed to the commercial bank or registered broker-dealer you
    designated on your account application form. We will send your redemption
    amount to you on the next business day. We reserve the right at any time to
    change this redemption procedure or impose fees for this service.

        During periods of unusual economic or market activity, you may
    experience difficulties or delays in effecting telephone redemptions. In
    such cases you should consider placing your redemption request by mail.

        THROUGH AUTOMATIC WITHDRAWAL.  If you have an account value of $2,500 or
    more in the Fund, you may redeem shares of the Fund on a monthly, quarterly,
    semi-annual or annual basis through the Automatic Withdrawal Plan (AWP). The
    minimum withdrawal is $50. We usually process withdrawals on the 20th day of
    the month and promptly send you your redemption amount. You may enroll in
    the AWP by completing the AWP application form available through the
    transfer agent. To participate in the AWP, you must have your dividends
    automatically reinvested. You may change or cancel the AWP at any time upon
    notice to the transfer agent. You should not buy A Shares (and pay a sales
    charge) while you participate in the AWP and you must pay any applicable
    CDSC when you redeem shares.

ADDITIONAL POLICIES FOR PURCHASES AND REDEMPTIONS

    MEDALLION SIGNATURE GUARANTEES.  For your protection, a medallion signature
guarantee is required for the following redemption requests: (a) redemption
proceeds greater than $50,000; (b) redemption proceeds that are payable to
someone other than the record owner of the account; or (c) redemption proceeds
being mailed to an address other than the address of record on the account. A
MEDALLION signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings association, or other
financial institution that is participating in a medallion program recognized by
the Securities Transfer Association. The three recognized medallion programs are
Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion
Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature Program
(NYSE MSP). Notarized signatures or signature guarantees from financial
institutions that are not participating in one of these programs will not be
accepted.

    EXCHANGE PRIVILEGE.  Shareholders of the Fund are entitled to exchange some
or all of their shares of the Fund for shares of another fund of the LMCG Funds,
subject to any applicable redemption fee. Shares that are exchanged will be
valued at their respective net asset values computed as of the close of regular
trading on the NYSE on the day the exchange is requested.

    An exchange of shares pursuant to the exchange privilege may result in a
shareholder realizing a taxable gain or loss for income tax purposes. The
exchange privilege is available to shareholders

                                       9
<PAGE>
residing in any state in which the shares of the Fund being acquired may legally
be sold. There is no charge for the exchange privilege. Any exchange, however,
must meet the applicable minimum investment amount for the Fund into which the
exchange is being made.

    REINVESTMENT PRIVILEGE.  For 60 days after you sell shares of the Fund, you
may reinvest your redemption proceeds in Fund shares at the then-current NAV.
Any CDSC you paid on the amount you are reinvesting will be credited to your
account. You may use this privilege once in any given twelve-month period with
respect to your shares of the Fund. You or your financial intermediary must
notify the transfer agent in writing at the time of reinvestment in order to
eliminate the sales charge on your reinvestment.

    TELEPHONE TRANSACTIONS.  Shareholders automatically have the privilege of
redeeming shares of the Fund by telephone. The Fund will employ reasonable
procedures to verify the genuineness of telephone redemption requests, which may
include recording telephone calls and requiring certain personal identification
information. If reasonable procedures are not followed, the Fund may be liable
for any losses due to unauthorized or fraudulent instructions. Neither the Fund
nor the Fund's distributor or transfer agent will be liable for following
instructions communicated by telephone that are reasonably believed to be
genuine. You should verify the accuracy of your account statements immediately
after you receive them and contact the Fund if you question any activity in the
account.

    INVESTING THROUGH FINANCIAL INTERMEDIARIES.  Investors who purchase shares
through a financial intermediary will be subject to the procedures of their
financial intermediary, which may include charges, limitations, investment
minimums, cutoff times for purchase and redemption requests, and restrictions in
addition to, or different from, those generally applicable to Fund shareholders.
Any such charges would reduce the return on an investment in the Fund. Investors
should acquaint themselves with their financial intermediary's procedures and
should read this prospectus in conjunction with any material and information
provided by their financial intermediary. Investors who purchase the Fund's
shares though a financial intermediary may or may not be the shareholder of
record. Financial intermediaries are responsible for promptly transmitting
purchase, redemption and other requests to the Fund.

    Certain shareholder services, such as periodic investment programs, may not
be available to customers of financial intermediaries or may differ in scope
from programs generally available to Fund shareholders. Shareholders should
contact their financial intermediary for further information. The Fund may
confirm purchases and redemptions of a financial intermediary's customers
directly to the intermediary, which in turn should provide its customers with
confirmation and periodic statements. The Fund is not responsible for the
failure of any financial intermediary to carry out its obligations to its
customer.

    In certain cases, the Fund may authorize intermediaries to accept orders on
the Fund's behalf up to the time at which the NAV is determined. If those orders
are transmitted to the Fund and paid for in accordance with established
procedures, they will be priced at the NAV next determined after the request is
received by the intermediary in the form required.

    OTHER POLICIES.  In addition --

    - The Fund considers orders to be in "proper form" when all required
      documents are properly completed, signed and received.

    - The Fund reserves the right to reject any purchase order, including
      exchanges from other LMCG Funds.

    - At any time, the Fund may change any of its purchase or redemption
      procedures, and may suspend the sale of its shares.

    - The Fund may delay sending redemption proceeds for up to seven days, or
      longer if permitted by the Securities and Exchange Commission.

                                       10
<PAGE>
    - The Fund typically will send redemption amounts to you within seven days
      after you redeem shares. The Fund may hold redemption amounts from the
      sale of shares you purchased by check until the purchase check has
      cleared, which may be as long as 15 days.

    - To limit Fund expenses, the Fund does not currently issue share
      certificates.

    - The Fund may temporarily stop redeeming shares if:

       - the New York Stock Exchange is closed;

       - trading on the New York Stock Exchange is restricted;

       - an emergency exists and the Fund cannot sell its assets or accurately
         determine the value of its assets; or

       - the Securities and Exchange Commission orders the Fund to suspend
         redemptions.

    - The Fund reserves the right to make payment for redeemed shares wholly or
      in part by giving the redeeming shareholder portfolio securities. The
      shareholder will pay transaction costs to dispose of these securities.

    - The Fund may redeem your account if its value falls below $1,000 as a
      result of redemptions (but not as a result of a decline in NAV). You will
      be notified in writing and allowed 60 days to increase the value of your
      account to the minimum investment level.

SALES CHARGES AND RELATED PROGRAMS

SALES CHARGES

    You can purchase A Shares at the NAV plus an initial sales charge. The sales
charge as a percentage of your investment decreases as the amount you invest
increases. The current sales charge and commissions paid to selected dealers are
as follows:

<TABLE>
<CAPTION>
                                                             SALES CHARGE AS A
                                                               PERCENTAGE OF
                                                           ---------------------        DEALER
                                                                          NET      REALLOWANCE AS A
                                                              YOUR       ASSET      PERCENTAGE OF
AMOUNT OF PURCHASE                                         INVESTMENT    VALUE      OFFERING PRICE
------------------                                         ----------   --------   ----------------
<S>                                                        <C>          <C>        <C>
Less than $25,000........................................     5.50%       5.82%        5.00%
$25,000 to $49,999.......................................     5.25%       5.54%        4.75%
50,000 to $99,999........................................     4.50%       4.71%        4.00%
$100,000 to $249,999.....................................     3.50%       3.63%        3.25%
$250,000 to $499,999.....................................     2.50%       2.56%        2.25%
$500,000 to $999,999.....................................     1.50%       1.52%        1.25%
$1,000,000 or more.......................................   None*       None*      (see below)**
</TABLE>

*   No initial sales charge applies on investments of $1 million or more.
    However, a CDSC of 1% is imposed on redemptions within one year of this type
    of purchase.

**  The distributor will pay a 1% commission to dealers who initiate and are
    responsible for purchases of $1 million or more.

    The distributor may pay the entire commission to dealers.

SALES CHARGE REDUCTIONS

    Sales charges may be reduced or eliminated in the following circumstances.
For further information on sales charge reductions, call the Fund at
1-866-468-6337.

    LETTER OF INTENT.  If you intend to purchase at least $25,000 of A Shares of
the Fund, you may wish to complete the Letter of Intent section of your account
application form. By doing so, you agree to invest a certain amount over a
13-month period. You would pay a sales charge on any A Shares you purchase
during the 13 months based on the total amount to be invested under the Letter
of Intent.

                                       11
<PAGE>
You can apply any investments you made during the preceding 90-day period toward
fulfillment of the Letter of Intent (although there will be no refund of sales
charges you paid during the 90-day period). You should inform the Fund's
transfer agent that you have a Letter of Intent each time you make an
investment.

    You are not obligated to purchase the amount specified in the Letter of
Intent. If you purchase less than the amount specified, however, you must pay
the difference between the sales charge paid and the sales charge applicable to
the purchases actually made. Your shares will be held subject to a pledge for
this purpose. The custodian will release the pledge at the end of the 13 months
unless you do not complete your intended investment.

    QUANTITY DISCOUNTS.  You may combine purchases of A Shares that are made by
you, your spouse, your children under age 21 and your IRA when calculating the
sales charge. You must notify your financial intermediary or the Fund's transfer
agent to qualify.

    RIGHT OF ACCUMULATION.  You may add the value of any A Shares of the Fund
you already own to the amount of your next investment for purposes of
calculating the sales charge at the time of the current purchase. You must
notify your financial intermediary or the transfer agent to qualify. Certain
financial intermediaries may not offer these programs or may impose conditions
or fees to use these programs. You should consult with your financial
intermediary prior to purchasing the Fund's shares.

    OTHER CIRCUMSTANCES.  We may waive some or all of the initial sales charge
for the following types of purchasers:

    1.  individuals with an investment account or relationship with the
investment adviser;

    2.  full-time employees and retired employees of the investment adviser or
its affiliates, employees of the Funds' service providers and immediate family
members of such persons;

    3.  registered broker-dealers that have entered into selling agreements with
the distributor, for their own accounts or for retirement plans for their
employees or sold to registered representatives for full-time employees (and
their families) that certify to the distributor at the time of purchase that
such purchase is for their own account (or for the benefit of their families);

    4.  individuals who reinvest a distribution from a qualified retirement plan
for which the investment adviser serves as investment adviser;

    5.  banks and other financial intermediaries that have entered into
agreements with the Fund, the investment adviser or the distributor to provide
shareholder services for their customers that are Fund shareholders (including
customers of such banks and other financial intermediaries, and the immediate
family members of such customers);

    6.  financial planners who charge a fee for their advisory services or
employee benefit plan consultants acting for the accounts of their clients; and

    7.  customers of LPM Investment Services, Inc. ("LPM") investing with
proceeds of a redemption at net asset value, within the preceding 60 days, of
shares of another mutual fund (which is not one of the LMCG Funds) on which the
investor has paid a front-end sales charge to LPM.

    REDEMPTION FEE AND CDSC.  You will be assessed a redemption fee of 0.75%
(expressed as a percentage of the amount you are redeeming) if you redeem the
Fund's shares within 180 days after investing. This fee is intended to protect
the Fund's long-term shareholders, to avoid transaction and other expenses
caused by early redemptions and to facilitate portfolio management. The fee,
which is paid to the Fund, is not a deferred sales charge, and is not a
commission paid to the investment adviser, the distributor, or their respective
affiliates. The Fund will use the "first-in, first-out" (FIFO) method to
determine the 180-day holding period. Under this method, the date of the
redemption or exchange will be compared to the earliest purchase date of shares
held in the account. If this holding period is 180 days or less, the fee will be
charged.

                                       12
<PAGE>
    You pay a CDSC when you redeem A Shares that were bought as part of an
investment of at least $1 million within one year of buying them. The CDSC is
based on the original net asset value at the time of your investment or the net
asset value at the time of redemption, whichever is lower. You will not pay a
CDSC to the extent that the value of the redeemed shares represents
(1) reinvestment of dividends or capital gain distributions; or (2) capital
appreciation of shares redeemed. When you redeem shares, the Fund will assume
that you first are redeeming shares representing reinvestment of dividends and
capital gains distributions, then any appreciation on shares redeemed, and then
remaining shares held by you for the longest period of time.

    The Fund will waive the CDSC payable upon redemption of Fund shares for:

    - redemptions made within one year after the death of a shareholder or
      registered joint owner;

    - minimum required distributions made from an IRA or other retirement plan
      account after you reach age 70;

    - involuntary redemptions made by the Fund.

RULE 12B-1 FEES

    The Fund has adopted a Rule 12b-1 plan that allows the Fund to pay fees for
services provided to shareholders. Under the plan, the Fund may pay an annual
fee of up to 0.25% of the average daily net assets of A Shares to pay for
certain shareholder services provided by financial intermediaries that have
agreements with the Fund or the Fund's distributor to provide such services. The
plan is a "compensation" type plan.

    Because the fees are paid out of the Fund's assets on an on-going basis,
over time these fees will increase the cost of an investment in the Fund and may
cost a shareholder more than paying other types of sales charges.

    In addition to Rule 12b-1-related payments, the investment adviser may, from
time to time, make payments to banks, broker-dealers or other financial
intermediaries for certain services to the Fund and/or its shareholders,
including sub-administration, sub-transfer agency and shareholder servicing. The
investment adviser or distributor may make such payments out of its own
resources, without additional cost to the Fund or its shareholders. In certain
cases, such as in the case of sub-transfer agency services, the Fund may
contract for, and pay for, these services directly.

SHAREHOLDER INFORMATION

PRICING YOUR SHARES

    The NAV is the value of a single share of the Fund. The Fund's NAV is
calculated on each day the New York Stock Exchange is open (a "business day").

    When you buy or sell shares you do so at the Fund's NAV next calculated
after the Fund accepts your order. Purchase or sale orders received by the
Fund's transfer agent or an authorized financial intermediary and accepted by
the Fund before the close of business that day will be executed at the Fund's
NAV on that day. Orders received after that time will be executed at the Fund's
NAV at the close of the next business day.

    The Fund calculates its NAV as of the close of regular session trading on
the New York Stock Exchange, normally 4:00 p.m. (Eastern time). If the New York
Stock Exchange closes early, the Fund will accelerate its calculation of NAV and
transaction deadlines to that time.

    The NAV is calculated by (1) taking the current value of the Fund's total
assets, (2) subtracting the liabilities and expenses of the Fund, and
(3) dividing that amount by the total number of shares outstanding. The NAV of
the Fund is generally based on the market value of the securities held in the
Fund. If market values are not available, the fair value of securities as
determined in good faith by, or using procedures approved by, the Board of
Trustees of the Fund.

                                       13
<PAGE>
DIVIDENDS

    It is currently contemplated that dividends of the Fund's net investment
income, if any, will be declared and paid annually. In the event that the Fund's
Board of Trustees changes the dividend policy, shareholders will be notified.
Net capital gain, if any, realized by the Fund will be distributed at least
annually. Unless a shareholder elects payment in cash, all dividend and capital
gain distributions of the Fund are automatically reinvested in additional full
and fractional shares of the Fund at the NAV as of the payment date of the
distribution.

    BUYING A DIVIDEND.  If you purchase shares shortly before a distribution,
you will be taxed on the distribution, even though it represents a return of
your investment. To avoid this result, check the Fund's distribution schedule
before you invest.

TAXES

    Dividends derived from the Fund's net investment income and short-term
capital gains are generally taxable to a shareholder as ordinary income.
Distributions of net capital gain (that is, the excess of net capital gains from
capital assets held more than one year over the net losses from capital assets
held for not more than one year), if any, realized by the Fund are taxable to
shareholders of the Fund as a long-term capital gain (taxable, in the case of an
individual shareholder, at a maximum rate of 20%), regardless of the length of
time the shareholder may have held shares in the Fund at the time of
distribution. Distributions are taxable whether received in cash or reinvested
in additional Fund shares.

    The Fund's investments in foreign securities may be subject to foreign
withholding taxes. In that case, the Fund's yield on those securities would be
decreased. Shareholders generally will not be entitled to claim a credit or
deduction with respect to foreign taxes. In addition, the Fund's investments in
foreign securities or foreign currencies may increase or accelerate the Fund's
recognition of ordinary income and may affect the timing or amount of the Fund's
distributions.

    Any gain resulting from the sale, exchange, or redemption of shares will
generally also be subject to tax. You should consult your tax adviser regarding
specific questions as to federal, state and local taxes.

    Required tax information will be provided annually. You are encouraged to
retain copies of your account statements or year-end statements for tax
reporting purposes. However, if you have incomplete records, you may obtain
historical account transaction information at a reasonable fee.

MANAGEMENT

INVESTMENT ADVISER

    Lee Munder Investments Ltd., 231 Royal Palm Way, Palm Beach FL 33480, the
investment advisory arm of the Lee Munder Capital Group, is the Fund's
investment adviser. The investment adviser oversees the Fund's program, places
orders for the Fund's purchases and sales of portfolio securities and maintains
records relating to such purchases and sales.

    The investment adviser was organized in January 2000 and is registered with
the SEC. In addition to the Fund, the investment adviser provides investment
advisory services to other LMCG Funds, private accounts and, as of September 30,
2000, had approximately $500 million under management. Lee P. Munder is Chairman
of the investment adviser. Mr. Munder formerly was the founder and chief
executive officer of Munder Capital Management.

    For its services, the investment adviser receives an annual fee of 0.80% of
the Fund's average daily net assets. The investment adviser has contractually
undertaken to reduce Fund expenses (by paying certain expenses and/or waiving
fees) so that the Fund's total operating expenses for the first 12 months of its
operations will not exceed 1.40%. Thereafter, any such expense reductions will
be voluntary and may be reduced or eliminated at any time upon notifying
investors.

                                       14
<PAGE>
    PORTFOLIO MANAGEMENT.  The full advisory staff of the investment adviser
contributes to the investment management services provided to the Fund. Lee P.
Munder, Adam L. Munder and Ryan J. Munder, however, are primarily responsible
for the day-to-day investment management of the Fund. Before founding the
investment adviser, Mr. Lee Munder was founder and chief executive officer of
Munder Capital Management. Before joining the investment adviser as an associate
in February 2000, Mr. Adam Munder was a marketing associate at Johnson & Johnson
since June 1998 and previously was an associate at Munder Capital Management.
Before joining the investment adviser as an associate in February 2000,
Mr. Ryan Munder was an analyst at BlackRock Financial Management from July 1998
through May 1999 and previously was an associate at Munder Capital Management.

DISTRIBUTOR

    Funds Distributor, Inc. acts as distributor of the Fund's shares.

                                       15
<PAGE>
LMCG FUNDS
---------------------------------------------------------

FOR MORE INFORMATION

    More information on the Fund is available upon request, including the
following:

    SHAREHOLDER REPORTS.  Additional information about the Fund's investments is
available in the Fund's annual and semi-annual reports to shareholders. In the
Fund's annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance during
its last fiscal year.

    STATEMENT OF ADDITIONAL INFORMATION (SAI).  The SAI includes more
information about the Fund and its policies. The SAI is on file with the
Securities and Exchange Commission (SEC) and is incorporated by reference into
(is legally considered a part of) this prospectus.

    You may request free copies of these materials, along with other information
about the Fund and make shareholder inquiries by contacting:

LMCG Funds
231 Royal Palm Way
Palm Beach FL 33480
TELEPHONE: 1-866-468-6337
INTERNET SITE: http://www.leemunder.com

    Text-only versions of the Fund's prospectus can be viewed online or
downloaded from Lee Munder Investments Ltd. (http://www.leemunder.com). The
Fund's prospectus and other documents pertaining to the Fund also can be viewed
online or downloaded from the SEC (http://www.sec.gov).

    You also can review and copy information about the Fund, including the SAI,
at the SEC's public reference room in Washington, DC. For a duplicating fee, you
may obtain copies of this information by writing to the SEC's Public Reference
Section, Washington, DC 20549-0102 or by electronic request at
[email protected]. For more information about these services, call the SEC at
1-202-942-8090.

    LMCG Funds' investment company registration number is 811-10069.


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