STONEBRIDGE AGGRESSIVE GROWTH FUND INC, 485APOS, 1998-12-31

STONEBRIDGE AGGRESSIVE GROWTH FUND INC
485APOS, 1998-12-31

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As filed with the Securities and Exchange Commission on December 31, 1998

FILE NO. 2-12893
811-00749
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

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FORM N-1A

REGISTRATION STATEMENT

Under
THE SECURITIES ACT OF 1933
POST EFFECTIVE AMENDMENT NO. 62
And
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 62

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STONEBRIDGE FUNDS TRUST

370 17th Street, Suite 3100
Denver, Colorado 80202

(800) 639-3935
(Address of principal executive offices)

James V. Hyatt, Secretary
Stonebridge Funds Trust
370 17th Street, Suite 3100
Denver, Colorado 80202
(Name and address of agent for service)

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Copy to:
Michael Glazer, Esq.
Paul, Hastings, Janofsky & Walker, LLP
555 S. Flower St.
Los Angeles, California 90071

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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)

/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
X 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a) (ii)
/ / on (date) pursuant to paragraph (a)(ii) of rule 485

IF APPROPRIATE; CHECK THE FOLLOWING BOX:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of securites being reegistered: Shares of Beneficial Interest.
<PAGE>

Cross Reference Sheet Showing Location in Prospectus and in Statement of
Additional Information Required by Items of Form N-1a

Form N-1a
Item and Heading Prospectus Caption
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Part A --

Item:
1. Front and Back Cover Page Front and Back Cover Page

2. Risk/Return Summary: Investments,
Risks, and Performance Summary of the Funds,
Investments, Risks and
Performance

3. Risk/Return Summary: Fee Table Annual Fund Expenses

4. Investment Objectives, Principal
Investment Strategies, and What Are the Funds?;
Related Risks Investment Policies

5. Management's Discussion of Fund
Performance Inapplicable

6. Management, Organization, and
Capitalization Management of the Funds

7. Shareholder Information Reports to Shareholders;
Distributions and Taxes; How
to Invest; How to Redeem Fund
Shares; General Account
Policies

8. Distribution Arrangements Inapplicable

9. Financial Highlights Information Financial Highlights

Part B -- Statement of Additional
Information Caption
-------------------

Item:
10. Cover Page and Table of Contents Cover Page; Table of Contents

11. Fund History Organization and Management of
the Trust

12. Description of the Fund and its
Investments and Risks Investment Objectives and
Policies

13. Management of the Fund Organization and Management of
the Trust

14. Control Persons and Principal Holders Organization and Management
of Securities of the Trust

15. Investment Advisory and Other Services Investment Advisory and Other
Services

16. Brokerage Allocation and Other

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Practices Brokerage Transactions

17. Capital Stock and Other Securities Inapplicable

18. Purchases, Redemption and Pricing of
Shares Redemptions; Pricing

19. Taxation of the Fund Taxation

20. Underwriters Inapplicable

21. Calculation of Performance Data Performance Information

22. Financial Statements Financial Statements

Part C --

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.

<PAGE>

STONEBRIDGE FUNDS

370 17th Street, Suite 3100
Denver, Colorado 80202-5631

(800) 639-3935

STONEBRIDGE FUNDS TRUST
STONEBRIDGE GROWTH FUND
STONEBRIDGE AGGRESSIVE GROWTH FUND

This prospectus describes two diversified equity portfolios ("Funds") offered by
the Stonebridge Funds Trust. You may buy and sell shares of each Fund without
paying a sales charge.

Stonebridge Growth Fund seeks long-term growth of capital and increased future
income through investment primarily in common stocks.

Stonebridge Aggressive Growth Fund seeks long-term growth of capital, with the
production of short-term income as a secondary objective, through investment
primarily in common stocks.

NEITHER THE SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS
IS COMPLETE OR TRUTHFUL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

This Prospectus is dated March 1, 1999.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Summary of the Funds' Investments, Risks and Performance . . . . . . . . . . 3

Annual Fund Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

What are the Funds?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Investment Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Management of the Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Reports to Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . .11

Distributions and Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .11

How to Invest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

How to Redeem Fund Shares. . . . . . . . . . . . . . . . . . . . . . . . . .13

General Account Policies . . . . . . . . . . . . . . . . . . . . . . . . . .15

Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
</TABLE>

2
<PAGE>

SUMMARY OF THE FUNDS, INVESTMENTS, RISKS AND PERFORMANCE

STONEBRIDGE GROWTH FUND

INVESTMENTS. Stonebridge Growth Fund seeks:

- long-term growth of capital
- increased future income
- immediate current income is a secondary objective

The Fund intends to achieve these objectives by:

- investing primarily in common stocks with potential for growth in
sales, earnings per share, and dividends at a rate greater than the
overall economy and the rate of inflation
- these are primarily companies with large and medium market
capitalizations (total value of publicly traded equity securities
above $2 billion at time of purchase).

The Fund's investment adviser, Stonebridge Capital Management, Incorporated (the
"Adviser"), selects stocks by studying overall economic and industry trends to
identify areas of high potential growth. It selects companies within these areas
through careful, fundamental analysis of their strengths and weaknesses.

PRINCIPAL RISKS OF INVESTING IN THE FUND. You may lose money by investing in
the Fund. Investments in growth stocks include the following risks:

- poor performance when overall economic activity decreases or adverse
market conditions affect common stocks generally
- price volatility, especially when investing in smaller companies
- decreases in the value of your investment if a particular high growth
area or company identified by the Adviser performs poorly

SUITABILITY. The Fund is suitable for investors seeking growth of capital over a
long period with some prospect of future income. The Fund should not be
considered for short-term purchases.

3
<PAGE>

PAST PERFORMANCE OF THE FUND. The bar chart and table shown below provide an
indication of the risks of investing in Stonebridge Growth Fund by showing
changes in the Fund's performance from year to year over a 10-year period and by
showing how the Fund's average annual returns compare to those of broad-based
securities market indexes. Past performance does not necessarily indicate how
the Fund will perform in the future.

[GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24.63% 3.14% 31.99% -0.57% 1.37% -0.25% 21.31% 18.49% 23.73% 4.77%

</TABLE>

During the 10-year period shown in the bar chart, the highest return for a
quarter was 16.13% (quarter ending June 30, 1997) and the lowest return for a
quarter was -13.35% (quarter ending September 30, 1998).

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL
RETURNS (FOR THE PERIODS PAST ONE YEAR PAST FIVE YEARS PAST TEN YEARS
ENDED DECEMBER 31, 1998)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Stonebridge Growth Fund xx.xx% xx.xx% xx.xx%
- -------------------------------------------------------------------------------
Standard & Poor's 500 Index(1) xx.xx% xx.xx% Xx.xx%
- -------------------------------------------------------------------------------
New York Stock Exchange xx.xx% xx.xx% xx.xx%
Composite Index(2)
- -------------------------------------------------------------------------------
</TABLE>

- --------------------
(1) An unmanaged index containing common stocks of 500 industrial,
transportation, utility and financial companies, regarded as generally
representative of the U.S. stock market. The index return reflects the
reinvestment of income dividends and capital gain distributions, if any, but
does not reflect fees, brokerage commissions, or other expenses of investing.

(2) An unmanaged market weighted index comprising all equity issues listed in
the New York Stock Exchange. This is a total return index which reflects the
reinvestment of income dividends and capital gain distributions, if any, but
does not reflect fees, brokerage commissions, or other expenses of investing.

4
<PAGE>

STONEBRIDGE AGGRESSIVE GROWTH FUND

INVESTMENTS. Stonebridge Aggressive Growth Fund seeks:

- long-term growth of capital principally
- short-term income is a secondary consideration

The Fund intends to achieve these objectives by:

- investing primarily in common stocks which appear to have good
prospects for superior earnings growth
- these are primarily companies with small market capitalizations (total
value of publicly traded equity securities below $2 billion at time of
purchase).

The Adviser selects stocks through careful analysis and intensive study of
various industries and companies. It looks for companies with superior earnings
growth potential, appreciation possibilities and relative investment values.

PRINCIPAL RISKS OF INVESTING IN THE FUND. You may lose money by investing in
the Fund. Investments in common stocks include the following risks:

SUITABILITY. The Fund is suitable for investors seeking long-term growth of
capital and short-term income. The Fund should not be considered for short-term
purchases. You may lose money by investing in the Fund.

5
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PAST PERFORMANCE OF THE FUND The bar chart and table shown below provide an
indication of the risks of investing in Stonebridge Aggressive Growth Fund by
showing changes in the Fund's performance from year to year over a 10-year
period and by showing how the Fund's average annual returns compare to those of
broad-based securities market indexes. Past performance does not necessarily
indicate how the Fund will perform in the future.

[GRAPH]
<TABLE>
<CAPTION>

1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.62% -10.90% 20.54% 51.31% -2.97% 4.61% -1.26% 44.82% 12.86% 2.90% -15.26%

</TABLE>

During the 10-year period shown in the bar chart, the highest return for a
quarter was 24.66% (quarter ending March 31, 1990) and the lowest return for a
quarter was -23.99% (quarter ending September 30, 1990).

<TABLE>
<CAPTION>
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AVERAGE ANNUAL TOTAL
RETURNS (FOR THE PERIODS PAST ONE YEAR PAST FIVE YEARS PAST TEN YEARS
ENDED DECEMBER 31, 1998)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Stonebridge Aggressive xx.xx% xx.xx% xx.xx%
- -------------------------------------------------------------------------------
Growth Fund
Standard & Poor's 500 Index(1) xx.xx% xx.xx% xx.xx%
- -------------------------------------------------------------------------------
Russell 2000(2) xx.xx% xx.xx% xx.xx%
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</TABLE>

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(1) An unmanaged index containing common stocks of 500 industrial,
transportation, utility and financial companies, regarded as generally
representative of the U.S. stock market. The index return reflects the
reinvestment of income dividends and capital gain distributions, if any, but
does not reflect fees, brokerage commissions, or other expenses of investing.

(2) An unmanaged index, measures performance of the 2,000 smallest companies in
the Russell 3000 Index which represents approximately 7% of the US. Equity
market capitalization.

6
<PAGE>

ANNUAL FUND EXPENSES

This table and example will help you understand the fees and expenses associated
with investing in the Funds. Actual expenses may vary from those shown.

SHAREHOLDER TRANSACTION EXPENSES You pay these when buying, exchanging, or
selling shares of the Funds.

ANNUAL FUND OPERATING EXPENSES The Funds pay quarterly expenses out of Fund
assets, and these expenses are reflected in their share prices. The operating
expenses below are based on the Funds' experience in their last fiscal year.

You can read more about shareholder transaction expenses and the Funds'
operating expenses in this prospectus (under General Account Policies and
Management of the Funds) and in the financial statements and related notes in
the Statement of Additional Information. If you own shares through a broker or
other service organization it may charge you an account level fee in addition to
the expenses shown below.

STONEBRIDGE STONEBRIDGE
GROWTH FUND AGGRESSIVE GROWTH FUND
----------- ----------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
(expenses paid by you directly)
Maximum Sales Charge (load) on Purchases
(as a % of offering price) none none
Maximum Deferred Sales Charge (load) none none

Redemption Fees (as a % of amount redeemed)* none none
Exchange Fees none none
ANNUAL FUND OPERATING EXPENSES
(fees paid from Fund Assets)
Management Fees ** .75% 1.00%
Distribution (12b-1) Fees none none
Other Expenses (audit, legal, stockholder services,
transfer agent custodian, and miscellaneous) 1.03% 2.69%
Total Fund Operating Expenses ** 1.78% 3.69%
Fee Waiver or expense reimbursement (.28)% (.79)%
Net Fund Operating Expenses 1.50% 2.90%

</TABLE>

*The Fund may charge a $10 per transaction fee on redemption by wire transfer.
**The adviser has agreed to defer its management fees, subject to possible later
reimbursement.
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EXAMPLE: Assume you invest $10,000, the annual return of each Fund is 5%, and
each Fund's annual operating expenses remain as listed above. The example below
shows the operating expenses that you would indirectly bear as an investor in
the Funds.

<TABLE>
<S> <C> <C>
1 Year $153 $293
3 Years $474 $897
5 Years $818 $1,527
10 Years $1,780 $3,219
</TABLE>

7
<PAGE>

WHAT ARE THE FUNDS?

Stonebridge Funds Trust is a Delaware business trust that consists of two
series, Stonebridge Growth Fund and Stonebridge Aggressive Growth Fund.
Shareholders invest in a Fund, a series of the Trust that itself invests in
securities. The Trust is an open-end investment company because the Funds have
a legal duty to redeem their shares held by you upon your demand and to pay you
the net asset value of the shares. The Trust is a type of management company
commonly known as a mutual fund.

The Funds allow you to acquire an interest in a comprehensive common stock
program under the continuous supervision of impartial and experienced
professional investment managers. The Funds operate in accordance with their
objectives and policies described in this prospectus.

The Adviser directs the Funds' purchases and sales of investments, and provides
certain other services. The Funds pay costs including custodian, investment
management, and transfer agency fees, audit and legal fees, brokerage fees and
fees for certain administrative services.

The value of each Fund's shares, which are priced daily, fluctuates with the
value of the securities in which the Fund invests. When a Fund sells portfolio
securities it may realize a gain or a loss, depending on whether it sells them
for more or less than their cost. Each Fund will also earn dividend or interest
income from its investments.

INVESTMENT POLICIES

STONEBRIDGE GROWTH FUND

The Growth Fund invests primarily in the common stocks of companies that, based
upon the Adviser's in-depth fundamental research, have the potential to achieve
growth in sales, earnings per share, and ultimately in dividends at a rate
greater than the overall economy and the rate of inflation.

The Adviser believes that companies with above average records of growth will
eventually be rewarded by higher prices for their stocks. Although there are no
restrictions on the market capitalization (the total price of publicly traded
equity securities) of a company in which the Growth Fund may invest, it is
normally above $2 billion at the time of purchase. The Fund usually invests in
stocks which are listed on an exchange or on the NASDAQ National Market System.

The Adviser selects securities by studying macro-economic and industry trends to
determine where the best opportunities for growth might be found. Companies
operating within these high growth areas of the economy are carefully analyzed
to determine their particular strengths and weaknesses, as well as their global
competitive position. The Adviser believes that, generally, a company with the
ability to achieve superior growth will have the following characteristics: it
will be a leader in its industry; have a proprietary product or service; spend
heavily on research and development; have a strong balance sheet with little or
no debt; and have a superior return on equity. It uses fundamental valuation
measures to determine the best relative values given present market prices of
stocks being considered for the Growth Fund.

The Growth Fund's policy which may not be changed without approval of a majority
of its shares, is to diversify its investments among issuers and not to
concentrate its assets in any one industry.

8
<PAGE>

STONEBRIDGE AGGRESSIVE GROWTH FUND

The Aggressive Fund invests primarily in the common stocks of companies that the
Adviser believes have good prospects for superior earnings growth. Although
these are no restrictions on the market capitalization (the total price of
publicly traded equity securities) of company in which the Aggressive Fund may
invest, it is normally less than $2 billion at the time of purchase. It often
invests in small capitalization companies which the Adviser believes may have
higher growth rates than larger companies. The Fund usually invests in stocks
which are listed on an exchange or on the NASDAQ National Market System.

The Adviser selects securities through careful and intensive studies of trends
of various industries and companies, including their earnings, as well as the
appreciation possibilities and relative investment values of their securities.

The Aggressive Fund's policy, which may not be changed without approval of a
majority of its shares, is to diversify its investments among issuers and not to
concentrate its assets in any one industry.

OTHER INVESTMENT POLICIES AND RISKS

Neither Fund may invest more than 5% of the value of its total assets in the
securities of any one issuer. This restriction does not apply to holdings of
U.S. Government securities. Neither Fund will invest more than 25% of its assets
in any one industry (other than the U.S. Government).

The Funds do not trade actively for quick profits; however, the Adviser makes
changes the portfolios whenever it appears desirable. During periods of broad
economic growth, the Adviser emphasizes investments in leading companies in
those industries that it expects will lead the expansion. During periods when
the economy is sluggish, it emphasizes investments in companies selected because
of their individual prospects for improved earnings. The Adviser approaches
these decisions from the point of view of long-term investing, but may
occasionally sell securities for investment reasons even though they have been
held for short periods. This flexibility gives the Adviser freedom to adjust
the Funds' portfolios to business conditions. The Funds' annual portfolio
turnover will normally be in the range of 25% to 75% for the Growth Fund and 25%
to 100% for the Aggressive Fund. A 50% turnover rate would occur, for example,
if half of the value of a Fund's portfolio were replaced in a period of one
year. Higher portfolio turnover increases a Fund's brokerage costs.

The Adviser emphasizes protecting the Funds from the effects of inflation, but
it cannot insure this. Investments in common stocks have, over the long term,
provided returns superior to those achieved through investment in bonds or money
market instruments. However, in the short to intermediate term, returns can vary
substantially from year to year and during some periods the net asset values of
the Funds will decline. Diversification and temporary reserves reduce the risks
inherent in investing in common stocks but will not eliminate such risks.
Therefore you should be prepared and/or able to maintain your investments in the
Funds during periods when the market declines.

Both Funds may also invest in the securities of foreign companies, and may use
options, future contracts and other techniques as described in the statement of
Additional Information.

YEAR 2000. The services provided by the Trust's investment adviser,
administrator, principal underwriter, transfer agent and other service providers
depend on the proper functioning of their computer systems. Certain of these
systems will require updating or replacement prior to the year 2000 to avoid
errors when storing dates and making date-related calculations. The Trust
understands that these firms (and their important vendors and

9
<PAGE>

business partners) are taking steps reasonably designed to prepare their
computer systems for the 21st century. However, there can be no assurance that
these steps will be sufficient to avoid any adverse impact on the Funds.

In addition, the problem may adversely affect the companies and other issuers in
which the Funds invest. For example, they may incur substantial costs to correct
the problem and may suffer losses caused by data processing errors. Management
of the Funds and the Adviser will continue to monitor developments relating to
this issue.

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISOR

Stonebridge Capital Management, Incorporated, 1801 Century Park East, Suite
1800, Los Angeles, California 90067, acts as the Adviser to the Funds. It
supervises the investment of the Funds' assets and places orders with securities
broker/dealers for the purchase or sale of securities on behalf of the Funds,
subject to the policies and controls of the Board of Trustees.

For these services, the Adviser receives advisory fees paid monthly based on an
annual rate of 0.75% of the Growth Fund's average daily net assets and 1.00% of
the Aggressive Fund's average daily net assets. The Adviser has agreed to limit
the overall annual expenses of the Growth Fund to 1.50% of average net assets
and of the Aggressive Fund to 2.90% of average annual net assets for the current
fiscal year and all future fiscal years through October 31, 2002; the Fund will
reimburse the Adviser for any Fund expenses it pays in any fiscal year if, after
the reimbursement, the expenses of the Growth Fund or Aggressive Fund for such
year are less than 1.50% and 2.90%, respectively, of its average net assets.

The advisory fees received by the Adviser from the Growth Fund and the
Aggressive Fund for their most recent fiscal years, after reimbursements, were
.47% and .21% of average net assets, respectively.

The Adviser is owned by seven of its employees. Richard C. Barrett, Chairman of
the Board and President of the Trust and President of the Adviser, has been
primarily responsible for the day-to-day management of Growth Fund and its
predecessor since 1994. Charles Woodhouse, Vice President of the Trust, has been
primarily responsible for the day-to-day management of the Aggressive Fund and
its predecessor since July 1998. The Adviser's practice is for all investment
securities to be discussed by its Investment Committee.

ADMINISTRATOR

ALPS Mutual Funds Services, Inc., 370 17th Street, Suite 3100, Denver, Colorado
80202 (ALPS). ALPS acts as Administrator to the Funds. It supervises and manages
the business of the Funds (other than investment management activities) subject
to the direction and control of the officers and Trustees.

For these administration services, ALPS receives a monthly fee at the annual
rate of .10% of the average daily net assets of each Fund up to $250,000,000 and
.075% of the average daily net assets of each Fund in excess of $250,000,000.
ALPS' minimum monthly fee is $6,250 per Fund.

DISTRIBUTOR

ALPS Mutual Funds Services, Inc., 370 17th Street, Suite 3100, Denver, Colorado
80202, serves as the Distributor and principal underwriter of the Funds' shares
without compensation and bears the expense of distribution of the shares of the
Funds.

10
<PAGE>

CUSTODIAN

The Funds' Custodian is Fifth Third Bank, Fifth Third Center, Cincinnati, Ohio
45263.

TRANSFER AGENT

The Funds' transfer agent and dividend disbursing agent is National Financial
Data Services, 330 West 9th Street, Kansas City, Missouri 64105.

REPORTS TO SHAREHOLDERS

Confirmations The Trust will mail you a transaction report any time
you purchase, redeem or exchange shares.

Quarterly At the end of each calendar quarter the Trust will send
Confirmations you a transaction report to show the year-to-date
activity in your account.

Financial The Trust will mail you a semi-annual report in June and
Statements an audited annual report inDecember of each year. These
reports include each Fund's financial statements and a
list of portfolio securities at the end of the period.

Tax Statements The Trust will mail you Form 1099-DIV and/or 1099-B in
January for any dividends and distributors you received
or redemptions in your account. Other tax forms will be
sent to you as required by the Internal Revenue Service.
All tax forms are filed with the Internal Revenue
Service.

Prospectus The Trust will mail you an updated prospectus each
February or when updated earlier.

Each year, duplicate mailings of Fund materials to shareholders who reside at
the same address may be eliminated. If you opened your account through a
broker/dealer, bank or other institution (a "Service Organization") you may
receive certain reports, including account statement, directly from the Service
Organization.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

The Funds will pay you any income from dividends and interest and any net
realized short-term capital gains each December. The Funds will also pay you
any net realized long-term gains each December. A dividend will reduce the net
asset value of a Fund share by the amount of the dividend.

Any net investment income and net short-term capital gains distributed by the
Fund will be taxable to you as ordinary income whether received in cash or
additional shares. Any net long-term capital gains distributed by the Fund,
will be taxable to you as long-term capital gains regardless of the length of
time you have held your shares.

The Funds may be required to withhold for Federal income taxes 31% of
distributions payable to shareholders who fail to provide the Trust with their
correct taxpayer identification numbers or make required representations, or who
have been notified by the Internal Revenue Service they are subject to back-up
withholding. Corporate shareholders, and other shareholders specified by the
Code, are exempt from back-up withholding.

11
<PAGE>

HOW TO INVEST

This section tells you how to purchase, exchange and redeem shares of the Funds.
It also explains various services and features offered in connection with your
account. Please call 1-800-639-3935 to speak with a Shareholder Services
Representative if you have any questions or need information.

HOW TO OPEN AND ADD TO YOUR ACCOUNT

You may open an account and purchase shares of the Funds by completing an
Account Application and returning it to Stonebridge Funds with your check made
payable to the applicable Fund. You may obtain an Account Application by
calling 1-800-639-3935.

TO OPEN AN ACCOUNT

By Mail Send a completed Account Application and a check or money
order payable in U.S. dollars and drawn on a bank located in
the U.S. to Stonebridge Growth Fund or Stonebridge Aggressive
Growth Fund, P.O. Box 419247, Kansas City, MO 64141-9247.

In Person Bring your completed Account Application and a check or money
order payable in U.S. dollars and drawn on a bank located in
the U.S. to Stonebridge Growth Fund or Stonebridge Aggressive
Growth Fund, 370 17th Street, Suite 3100, Denver, CO 80202.

Automatically Complete the Automatic Investment Plan Section of your new
from your Account Application or Account Options form to have money
bank account) automatically withdrawn ($100 minimum per transaction), and
return it to Stonebridge Funds, P.O. Box 419247, Kansas City,
MO 64141-9247.

By Wire Call 1-800-639-3935 to receive wiring instructions.

TO ADD TO AN ACCOUNT

By Mail Send a check or money order payable in U.S. dollars and drawn
on a bank located in the U.S. to Stonebridge Growth Fund or
Stonebridge Aggressive Growth Fund, P.O. Box 419247, Kansas
City, MO 64141-9247. Specify your account number and the
name of the Fund in which you are investing.

In Person Bring your check or money order payable in U.S. dollars and
drawn on a bank located in the U.S. to Stonebridge Growth Fund
or Stonebridge Aggressive Growth Fund, 370 17th Street, Suite
3100, Denver, CO 80202.

Automatically Complete an Automatic Investment Plan application to have $100
(from your bank or more automatically withdrawn from your bank account
account) monthly. Call 1-800-639-3935 to receive an application.

By Wire Call 1-800-639-3935 to receive wiring instructions.

12
<PAGE>

MINIMUM INVESTMENTS GROWTH FUND AGGRESSIVE FUND
----------- ---------------
<S> <C> <C>
To open a new account $1,000 $250
To open a new retirement or certain other accounts $1,000 $250
To open a new account with an Automatic Investment Plan $0 $0
To add to any type of account $100 $100

</TABLE>

The minimum investment requirements do not apply to reinvested dividends,
purchases by Service Organizations acting on behalf of their customers,
officers, trustees, directors, employees and retirees of the Trust, Investment
Adviser, Administrator or any direct or indirect subsidiary, or any spouse,
parent or child of any of these persons.

Please note: Third-party checks will not be accepted for the purchase of shares
of the Funds.

The Trust reserves the right to suspend the continuing offering of shares and to
reject any purchase order in its sole discretion.

HOW TO EXCHANGE FUND SHARES

You may exchange shares of either Fund for shares of the other Fund. Exchanges
must be for at least $1,000 in value per transaction into the Growth Fund and
$250 in value per transaction into the Aggressive Fund. For further information
on the exchange privilege, please call a Shareholder Services Representative at
1-800-639-3935.

The Trust may modify or terminate the exchange privilege, but will not
materially modify or terminate it without giving shareholders 60 days' notice.

By Telephone Call 1-800-639-3935, and give the account name, account
number, name of Fund and amount of exchange.

By Mail Send a written request to: Stonebridge Funds, P.O. Box
419247, Kansas City, MO 64141-9247.

Your written request must:
- be signed by each account owner
- state the number or dollar amount of shares to be
exchanged
- include your account number or tax identification number

HOW TO REDEEM FUND SHARES

Any sale, exchange, or change in registration may result in a taxable gain or
loss reported to you and the IRS.

You may redeem your shares on any business day. If you have any questions about
redeeming your shares, please call a Shareholder Services Representative at
1-800-639-3935. We will redeem your shares at the current-day closing price if
you call before the close of the New York Stock Exchange ("NYSE") (normally,
4:00 p.m. Eastern Time on a business day). Otherwise, you will receive the
closing price on the next business day. We will generally send redemption
proceeds by check to the shareholder(s) of record at the address of record
within 7 days after we receive a valid redemption request.

13
<PAGE>

If you have authorized the wire redemption service we will wire your redemption
proceeds directly into your designated bank account, normally within 3 business
days after we receive a valid redemption request. A wire fee of $10 will be
added to your redemption request.

The Funds may postpone payment or suspend the right of redemption at times when
the NYSE is closed for other than customary weekends and holidays, when trading
on an exchange is restricted, when an emergency exists as a result of which
disposal by a Fund of securities owned by it is not reasonably practicable or it
is not reasonably practicable for the Fund fairly to determine the value of its
net assets, or during any other period when the Securities and Exchange
Commission, by order, so permits.

If you have selected the Systematic Withdrawal Plan, we will electronically
transfer your redemption proceeds to your designated bank account within 7 days
after withdrawal on approximately the 20th day of the month.

If the shares being redeemed were purchased by check, telephone or through the
Automatic Investment Program, we may delay the mailing of your redemption check
for up to 15 days from the day of purchase to allow the purchase check to clear.

We deduct back-up withholding if your account has no tax identification number
or an incorrect tax identification number. In this situation, we must remit 31%
of redemption proceeds and dividend distributions to the IRS as an advance tax
payment. Back-up withholding should not apply if you provided your tax
identification number on your account application or on IRS Form W-9.

Each Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of
its net asset value, whichever is less, for any one shareholder within a 90-day
period. It may make redemption beyond this amount in portfolio securities.

By Telephone Call 1-800-639-3935 and give the account name, account number,
name of Fund and amount of redemption ($1,000 minimum).
(Available only if you check the appropriate box on the Account
Application).

If you do not have and would like to add the telephone redemption
feature, send a written request to Stonebridge Funds, P.O. Box
419247, Kansas City, MO 64141-9247.

The request must be signed (and signatures guaranteed) by each
account owner. The Trust may impose a dollar limit on telephone
redemptions. (Telephone redemption is not available for
retirement accounts).

In Person During normal business hours, bring your written request to:

Stonebridge Funds
370 17th Street
Suite 3100
Denver, CO 80202

By Mail Send a written request to Stonebridge Funds, P.O. Box 419247,
Kansas City, MO 64141-9247.

Your written request must:
- be signed by each account owner; a signature guarantee is
required for any redemption over $10,000 or any redemption being
mailed to any address or payee other than a shareholder of
record;

14
<PAGE>

- state the number or dollar amount of shares to be redeemed;
- include your account number and tax identification number.

By Wire Call 1-800-639-3935 or write Stonebridge Funds, P.O. Box 419247,
Kansas City, MO 64141-9247. You will need to provide account
name and number, name of Fund and amount of redemption ($1,000
minimum per transaction if made by wire).

If you have already opened your account and would like to have
the wire redemption feature, send a written request to
Stonebridge Funds, P.O. Box 419247, Kansas City,

MO 64141-9247. The request must be signed (and signatures
guaranteed) by each account owner.

The Trust charges a fee of $10 for wire transfers which is added
to any redemption (your proceeds are reduced by $10 if an
insufficient amount remains). In addition, your bank may
charge a fee for receiving a wire.

By Systematic Request monthly or quarterly withdrawals of $50 or more in
Withdrawal multiples of $10. Participation requires $10,000 in the Fund.

GENERAL ACCOUNT POLICIES

ACCOUNTS OPENED THROUGH A SERVICE ORGANIZATION

You may purchase or sell Fund shares through an account you have with
Stonebridge Capital Management or through a Service Organization. Your Service
Organization may charge transaction fees on the purchase and/or sale of your
shares and may require different minimum initial and subsequent investments than
the Funds. Service Organizations may also impose charges, restrictions,
transaction procedures or cut-off times different from those for shareholders
who invest in the Funds directly.

A Service Organization may receive fees from Stonebridge Capital Management for
providing services to the Funds or their shareholders. These services may
include, but are not limited to, shareholder assistance and communication,
transaction processing and settlement, account set-up and maintenance, tax
reporting and accounting. In certain cases, a Service Organization may elect to
credit against the fees payable by its customers all or a portion of the fees
received from Stonebridge Capital Management with respect to their customers'
assets invested in the Funds. The Service Organization, rather than you, may be
the shareholder of record of your shares. The Funds are not responsible for the
failure of any Service Organization to carry out its obligations to its
customers.

ADDRESS CHANGES

To change the address on your account, call 1-800-639-3935 or send a written
request signed by all account owners. Please include:

- Name of the Fund
- Account number(s)
- Name(s) on the account
- Both the old address and new addresses.

15
<PAGE>

Certain options may be suspended for 30 days following an address change unless
a signature guarantee is provided.

DISTRIBUTIONS

When you open an account, you must specify on your Account Application whether
you want to receive your distributions in cash. Otherwise, all distributions
will be reinvested. You may change your distribution option at any time by
writing the Funds or calling 1-800-639-3935.

Before purchasing shares of a Fund you should carefully consider the impact of
dividends or capital gains distributions which have been declared but not paid.
Any such dividends or capital gains distributions paid to you shortly after your
purchase of shares or will reduce the per share net asset value of your shares
by the amount of the dividends or distributions. All or a portion of such
dividends or distribution, although in effect a return of capital, is subject to
taxes, which may be at ordinary income tax rates.

EXPRESS MAIL

You may request many of the above transactions via express mail to

Stonebridge Funds
330 West 9th Street
Kansas City, MO 64105

Note: Redemptions will not be delivered via express mail. To expedite
delivery, your redemption proceeds may be sent via automated clearing house or
wire (fees are charged by the Funds, and may be charged by your financial
institution). Please see redemption section above.

INVOLUNTARY REDEMPTIONS

The Trust reserves the right to close your account if it believes you are
engaging in activities which are illegal or otherwise detrimental to the Trust.
In the case of activity believed to be detrimental to the Trust, we will provide
written notice to you or your Service Organization representative before closing
your account.

PRICE OF FUND SHARES

We process all purchases, redemptions and exchanges at the net asset value
("NAV") calculated after the transfer agent receives your request and payment,
if required, in proper form. The Funds' NAV is determined by the Administrator
as of the close of regular trading on the NYSE, normally 4:00 p.m. (Eastern
time), on each day that the NYSE is open.

To receive a day's price, the transfer agent must receive your order by the
close of regular trading on the NYSE on that day. If not, it will process your
request at the Fund's NAV at the close of regular trading on the next day. To
be in proper form, your order must include your account number and must state
the Fund shares you wish to purchase, redeem or exchange.

In the case of participants in certain employee benefit plans investing in a
Fund, purchase orders will be processed at the NAV next determined after the
Service Organization acting on their behalf receives the purchase order.

16
<PAGE>

Each Fund's NAV is calculated by dividing the total value of its investments and
other assets, less liabilities, by the total number of Fund shares outstanding.
The Funds' investments are valued at market value or, when market quotations are
not readily available, at fair value as determined in good faith by or under the
direction of the Board of Trustees.

REDEMPTION OF LOW BALANCE ACCOUNTS

If your account balance falls below $1,000 in the Growth Fund or $250 in
Aggressive Fund as a result of redemption, we will send you a letter advising
you to either bring the value of the shares held in the account up to the
minimum or to establish an automatic investment that is the equivalent of at
least $100 per month. If you do not take action within 90 days after notice, we
may close your account and send you the proceeds at the address of record. The
Trust reserves the right to increase investment minimums.

REGISTRATION CHANGES

To change the name on an account, we generally transfer the shares to a new
account. In some cases, we may require legal documentation. Registration
changes may involve a change in ownership which may result in a taxable gain or
loss reported to you and the IRS.

SYSTEMATIC CASH WITHDRAWAL PLAN

If you own $10,000 or more shares of a Fund at net asset value, you may
establish a Systematic Cash Withdrawal Plan (a "Withdrawal Plan") with respect
to the Fund upon completion of an authorized form. Qualified participants may
receive monthly or quarterly checks of $50 or more in multiples of $10 as they
choose. The redemption is made on the 20th day of the month and payment is made
within seven days thereafter.

These payments are drawn from shares redeemed from your account to meet the
payment amounts requested. If redemptions exceed dividends and capital gains
distributions, you will eventually deplete your investment, particularly if the
net asset value of the Fund decreases. A systematic withdrawal participant may
stop receiving payments at any time, and resume them at any time thereafter.
The Trust reserves the right to cancel any Withdrawal Plan.

Under this program, all dividends and capital gains distributions are
reinvested. Amounts paid to shareholders should not be considered income. No
particular amount of periodic or quarterly payments is recommended. You can
obtain an authorization form from the Trust at 1-800-639-3935.

SIGNATURE GUARANTEE

A signature guarantee assures that a signature is genuine. The signature
guarantee protects shareholders from unauthorized transfers. A signature
guarantee is not the same as a notarized signature. You can obtain a signature
guarantee from a bank or trust company, credit union, broker, dealer, securities
exchange or association, clearing agency or savings association.

The guarantee must be an ink stamp or medallion that states "Signature(s)
Guaranteed" and must be signed in the name of the guarantor by an authorized
person with that person's title and the date. The Trust may reject a signature
guarantee if the guarantor is not a member of or participant in a signature
guarantee program. Call your financial institution to see if they have the
ability to guarantee a signature.

To protect your accounts from fraud, the following transactions will require a
signature guarantee*:

17
<PAGE>

- Transferring ownership of an account.
- Redemption check is more than $10,000.
- Redemption check is being mailed to an address other than
the address of record
- Redemption check is being mailed to an address which has
been changed within 30 days of the redemption request
without a signature guarantee.

*The Trust reserves the right to require a signature guarantee or to reject or
delay a redemption under certain other circumstances.

TELEPHONE TRANSACTIONS

You may initiate certain transactions by telephone subject to your
authorization. The Funds and their agents will not be responsible for any
losses resulting from unauthorized transactions when procedures designed to
verify the identity of the caller are followed. The Trust reserves the right to
terminate or suspend telephone transaction privileges at any time and without
notice. It may be difficult to reach the Funds by telephone during periods of
unusual market activity. If this happens, you may redeem your shares by mail as
described above.

To initiate telephone transactions, we require you to provide personal
identification information including:

- Portfolio name
- Account number
- Name and address exactly as registered on the account
- Other personal identification information

18
<PAGE>

FINANCIAL HIGHLIGHTS
STONEBRIDGE GROWTH FUND

The information in the following table is for the Stonebridge Growth Fund, Inc.,
the predecessor of the Stonebridge Growth Fund series of the Trust. The
information for each of the years ended November 30, 1992 through 1997, and the
period ended October 31, 1998 has been audited by Hein + Associates LLP,
independent auditors, whose report thereon and on the financial statements and
the related notes is included in the Annual Report for Stonebridge Growth Fund,
Inc. incorporated by reference into the Statement of Additional Information.
The per share data and ratios for each of the four years in the period ended
November 30, 1991, were audited by other auditors whose report dated December
20, 1991, expressed an unqualified opinion on those selected per share data and
ratios. The information for the the eleven months ended October 31, 1998 was
prepared by the predecessor to the Fund and reflects the fiscal year end of the
Trust. Further information about the performance of the Fund is contained in
the Fund's latest Annual Report, which may be obtained without charge by
contacting the Stonebridge Funds at (800) 639-3935.

SELECTED DATA FOR EACH SHARE OF BENEFICIAL INTEREST OUTSTANDING FOR THE
STONEBRIDGE GROWTH FUND THROUGHOUT EACH PERIOD

ELEVEN MONTHS ENDED YEARS ENDED
OCTOBER 31 NOVEMBER 30,
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of year $17.69 $16.56 $14.36 $12.61 $12.62 $14.78
----------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income (loss) .00 .02 .10 .17 .07 .06
Net Gains or Losses on Securities
(both realized and unrealized) (.07) 2.90 2.83 2.34 .29 (.19)
----------------------------------------------------------------------------------
Total from Investment Operations (.07) 2.92 2.93 2.51 .36 (.13)
----------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends (from Net Investment
Income) (.02) (.10) (.17) (.07) (.07) (.15)
Dividends (from Capital Gains) (3.28) (1.69) (.56) (.69) (.30) (1.88)
----------------------------------------------------------------------------------
Net Asset Value, End of Year $14.32 $17.69 $16.56 $14.36 $12.61 $12.62
----------------------------------------------------------------------------------
Total Return (.44)% 19.79% 21.46% 23.50% 2.81% (1.22)%
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period (in 000s): $38,774 $42,380 $39,602 $34,775 $30,775 $32,448
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.50% 1.50% 1.47% 1.49% 1.64% 1.60%
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Ratio of Net Investment Income
to Average Net Assets .02% .11% .67% 1.27% .53% .50%
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Portfolio Turnover Rate* 41% 41% 45% 38% 36% 56%
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Average Commission Rate** $.1004 $.1221 $.1351
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------

</TABLE>

*A portfolio turnover rate is the percentage computed by taking the lesser of
purchases or sales of portfolio securities (excluding short-term investments)
for a year and dividing it by the monthly average of the market value of the
portfolio securities during the year.
** For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for security trades on which
commissions are charged.

19
<PAGE>

SELECTED DATA FOR EACH SHARE OF BENEFICIAL INTEREST OUTSTANDING FOR
THE STONEBRIDGE GROWTH FUND
THROUGHOUT EACH YEAR FOR THE FISCAL YEARS ENDED NOVEMBER 30,

1992 1991 1990 1989 1988
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, beginning of year $14.84 $12.55 $14.18 $11.70 $11.04
------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income (loss) .15 .30 .22 .20 .12
Net Gains or Losses on Securities (both
realized and unrealized) 1.10 2.64 (.16) 2.91 1.79
------------------------------------------------------------------
Total from Investment Operations 1.25 2.84 .06 3.11 1.91
------------------------------------------------------------------
------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends (from Net Investment Income) (.21) (.22) (.21) (.13) (.10)
Dividends (from Capital Gains) (1.10) (.33) (1.48) (.50) (1.15)
------------------------------------------------------------------
Net Asset Value, End of Year $14.78 $14.84 $12.55 $14.18 $11.70
------------------------------------------------------------------

Total Return 8.39% 23.53% .46% 27.89% 18.37%
------------------------------------------------------------------
------------------------------------------------------------------

RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period (in 000s): $43,560 $33,710 $29,491 $31,167 $26,829
------------------------------------------------------------------
------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.50% 1.48% 1.70% 1.69% 1.70%
------------------------------------------------------------------
------------------------------------------------------------------
Ratio of Net Investment Income
to Average Net Assets .99% 1.46% 1.69% 1.52% .64%
------------------------------------------------------------------
------------------------------------------------------------------
Portfolio Turnover Rate* 45% 22% 64% 83% 32%
------------------------------------------------------------------
------------------------------------------------------------------

</TABLE>

20
<PAGE>

FINANCIAL HIGHLIGHTS
STONEBRIDGE AGGRESSIVE GROWTH FUND

The information in the following table is for the Stonebridge Aggressive Growth
Fund, Inc., the predecessor of the Stonebridge Aggressive Growth Fund series of
the Trust. The information for each of the years ended October 31, 1992 through
1998 has been audited by Hein + Associates LLP, independent auditors, whose
report thereon and on the financial statements and the related notes is included
in the Annual Report for Stonebridge Aggressive Growth Fund, Inc. incorporated
by reference into the Statement of Additional Information. The per share data
and ratios for each of the four years in the period ended October 31, 1991, were
audited by other auditors whose report dated November 21, 1991, expressed an
unqualified opinion on those selected per share data and ratios. Further
information about the performance of the Fund is contained in the Fund's latest
Annual Report, which may be obtained without charge by contacting the
Stonebridge Funds at (800) 639-3935.

SELECTED DATA FOR EACH SHARE OF BENEFICIAL INTEREST OUTSTANDING FOR THE
STONEBRIDGE AGGRESSIVE
GROWTH FUND THROUGHOUT EACH PERIOD

FISCAL YEARS ENDED
OCTOBER 31,
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of year $13.27 $13.19 $13.97 $10.24 $12.07 $11.58
--------------------------------------------------------------------------------
Income from Investment Operations:
Net Investment Income (loss) (.37) (.20) (.17) (.26) (.29) (.21)
Net Gains or Losses on Securities
(both realized and unrealized) (2.07) 2.83 .90 4.51 .55 1.56
--------------------------------------------------------------------------------
Total from Investment Operations (2.44) 2.63 .73 4.25 .26 1.35
--------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends (from Capital Gains) (2.24) (2.55) (1.51) (.52) (2.09) (.86)
--------------------------------------------------------------------------------
Net Asset Value, End of Year $8.59 $13.27 $13.19 $13.97 $10.24 $12.07
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Return (20.23)% 22.89% 5.70% 43.71% 1.86% 11.80%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ratios and Supplemental Data:
Net Assets, End of Period (in 000s): $4,664 $5,428 $4,539 $4,151 $2,992 $3,024
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 2.90% 2.90% 2.29% 3.10% 3.51% 2.81%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ratio of Net Investment Income
to Average Net Assets (2.01)% (1.62)% (1.26)% (2.10)% (2.86)% (1.82)%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Portfolio Turnover Rate* 92% 88% 108% 60% 43% 50%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Average Commission Rate** $.1055 $.1044 $.1248
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

</TABLE>

21
<PAGE>

SELECTED DATA FOR EACH SHARE OF BENEFICIAL INTEREST OUTSTANDING FOR THE
STONEBRIDGE AGGRESSIVE
GROWTH FUND THROUGHOUT EACH YEAR FOR THE YEARS ENDED OCTOBER 31,

1992 1991 1990 1989 1988
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>

NET ASSET VALUE, BEGINNING OF YEAR $13.22 $8.37 $12.27 $11.41 $10.73
---------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
NET INVESTMENT INCOME (LOSS) (.27) (.23) (.22) (.17) (.30)
NET GAINS OR LOSSES ON SECURITIES
(BOTH REALIZED AND UNREALIZED) (.20) 5.30 (1.22) 1.66 .98
---------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS (.47) 5.07 (1.44) 1.49 .68
---------------------------------------------------
LESS DISTRIBUTIONS:
DIVIDENDS (FROM NET INVESTMENT INCOME) -- -- -- -- --
DIVIDENDS (FROM CAPITAL GAINS) (1.17) (.22) (2.46) (.63) --
---------------------------------------------------
NET ASSET VALUE, END OF YEAR $11.58 $13.22 $8.37 $12.27 $11.41
---------------------------------------------------
---------------------------------------------------

TOTAL RETURN (4.67)% 61.63% (15.30)% 13.54% 6.34%
---------------------------------------------------

RATIOS AND SUPPLEMENTAL DATA:
NET ASSETS, END OF PERIOD (IN 000S): $3,032 $3,459 $2,247 $2,672 $2,686
---------------------------------------------------
---------------------------------------------------
RATIO OF OPERATING EXPENSES
TO AVERAGE NET ASSETS 3.03% 3.49% 3.99% 3.28% 3.31%
---------------------------------------------------
---------------------------------------------------
RATIO OF NET INVESTMENT INCOME
TO AVERAGE NET ASSETS (2.24)% (2.08)% (2.29)% (1.32)% (2.50)%
---------------------------------------------------
---------------------------------------------------
PORTFOLIO TURNOVER RATE* 67% 49% 69% 49% 11%
---------------------------------------------------
---------------------------------------------------

</TABLE>

22
<PAGE>

STONEBRIDGE FUNDS

OFFICERS AND TRUSTEES

Richard C. Barrett, CHAIRMAN, BOARD OF TRUSTEES AND PRESIDENT
Debra L. Newman, VICE PRESIDENT, TREASURER AND TRUSTEE
Charles E. Woodhouse , VICE PRESIDENT AND TRUSTEE
Craig B. Burger, VICE PRESIDENT AND TRUSTEE
Dr. John G. Ayer, TRUSTEE
Selvyn B. Bleifer, M.D., TRUSTEE
Marvin Freedman, TRUSTEE
Charles F. Haas, TRUSTEE
William H. Taylor, II, TRUSTEE
Thomas A. Carter, ASSISTANT TREASURER
James V. Hyatt, SECRETARY
Scott M. Zoltowski, ASSISTANT SECRETARY

INVESTMENT ADVISER
Stonebridge Capital Management, Incorporated
1801 Century Park East, Suite 1800
Los Angeles, California 90067-2320

ADMINISTRATOR
ALPS Mutual Funds Services, Inc.
370 17th Street, Suite 3100
Denver, Colorado 80202-5631

TRANSFER AGENT
National Financial Data Services
330 West 9th Street
Kansas City, Missouri 64105

CUSTODIAN
Fifth Third Bank
Fifth Third Center
38 Fountain Square Plaza
Cincinnati, Ohio 45263-0001

AUDITORS
Hein + Associates LLP
717 17th Street, Suite 1600
Denver, Colorado 80202-3338

The Statement of Additional Information is incorporated by reference in, and in
legally a part of, this Prospectus. The Prospectus and this Statement of
Additional Information omit certain information contained in the Trust's
registration statement filed with the SEC. You may inspect copies of the
registration statement, including items omitted from the Prospectus and this
Statement of Additional Information at the Public Reference Room of the SEC at
450 5th Street, N.W., Washington, D.C. 20549, and obtain copies from the SEC by
paying the charges prescribed under its rules and regulations. It is also
available on the SEC's internet website at HTTP://WWW.SEC.GOV.

Additional information regarding the Funds' investments and other information is
available in the Funds' annual and semi-annual reports as well as the Funds'
Statement of Additional Information, all available at no cost. The Funds'
annual report contains a discussion of the market conditions and investment
strategies that significantly affected the Funds' performance during the last
fiscal year. To request any of these documents, or for any Fund inquiries,
please call 1-800-639-3935.

Investment Company Act Number 811-00749

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

STONEBRIDGE FUNDS TRUST
STONEBRIDGE GROWTH FUND
STONEBRIDGE AGGRESSIVE GROWTH FUND
370 17th Street, Suite 3100
Denver, Colorado 80202
(800) 639-3935

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

Stonebridge Funds Trust (the "Trust") is a no-load, open-end investment company,
commonly known as a mutual fund, consisting of two series--Stonebridge Growth
Fund (the "Growth Fund") and Stonebridge Aggressive Growth Fund (the "Aggressive
Fund") (collectively "the Funds"). The rules and regulations of the United
States Securities and Exchange Commission (the "SEC") require all mutual funds
to furnish prospective investors certain information concerning the activities
of the companies being considered for investment. This information is included
in a Prospectus dated March 1, 1999 (the "Prospectus"), which may be obtained
without charge by writing or calling the Funds. This Statement of Additional
Information is intended to furnish investors with additional information
concerning the Funds.

Information from the Funds' latest annual reports is incorporated by reference
in this Statement of Additional Information. The Prospectus and this Statement
of Additional Information omit certain information contained in the Trust's
registration statement filed with the SEC. Copies of the registration
statement, including items omitted from the Prospectus and this Statement of
Additional Information, may be inspected at the Public Reference Room of the SEC
at 450 5th Street, N.W., Washington, D.C. 20549, and copies may be obtained from
the SEC by paying the charges prescribed under its rules and regulations. It is
also available on the SEC's internet website at http://www.sec.gov.

TABLE OF CONTENTS

PAGE

Investment Objectives and Policies . . . . . . . . . . . . . . . . . . . . . .2

Organization and Management of the Trust . . . . . . . . . . . . . . . . . . .8

Investment Advisory and Other Services . . . . . . . . . . . . . . . . . . . .10

Brokerage Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Redemptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Pricing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .14

Individual Retirement Accounts . . . . . . . . . . . . . . . . . . . . . . . .15

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE TRUST'S PROSPECTUS, WHICH MAY BE OBTAINED BY WRITING
STONEBRIDGE FUNDS, 370 17th STREET, SUITE 3100, DENVER, COLORADO 80202, (800)
639-3935.

MARCH 1, 1998
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

Information concerning the Funds' fundamental investment objectives is set
forth in the Prospectus under the heading "Summary of the Funds, Investments,
Risks and Performance." In order to achieve their investment objectives, the
Funds invests in securities of and use certain other investment techniques.

OPTIONS AND FUTURES TRANSACTIONS

In addition to its investments in securities, each Fund may buy and sell
stock and stock index options, stock index and foreign currency futures
contracts, and options on futures with respect to all or a portion of its
assets. Transactions in such options and futures contracts may afford the Funds
the opportunity to hedge against a decline in the value of securities they own,
may provide a means for the Funds to generate additional income on their
investments or may provide opportunities for capital appreciation. The Funds may
also purchase and sell stock index futures contracts and options to manage cash
flow and to attempt to remain fully invested in the stock market. Although the
Funds have no specific fundamental limitations on their ability to engage in
options and futures contracts, they do not use options or futures contracts for
speculative purposes. The Funds may engage in additional hedging techniques as
new techniques become available.

The Funds intend to limit their transactions in options to writing covered
call options on stocks and stock indexes, purchasing put options on stocks and
on stock indexes, and closing out such options in closing transactions. The
Funds intend to limit their transactions in futures contracts (contracts to
purchase or sell an underlying instrument at a future date) to purchasing and
selling stock index and foreign currency futures contracts, and to purchases of
related options. Transactions in such options and futures contracts may afford
the Funds the opportunity to hedge against a decline in the value of securities
they own, may provide a means for the Funds to generate additional income on
their investments, or may provide opportunities for capital appreciation.

In purchasing futures contracts and related options the Funds will comply
with rules and interpretations of the Commodity Futures Trading Commission
("CFTC"), under which the Funds are excluded from regulation as a "commodity
pool operator." CFTC regulations require, among other things, that futures be
used (1) solely for "bona fide hedging" purposes, as defined in CFTC
regulations, and (2) other positions for the establishment of which the
aggregate initial margin and option premiums (less the amount by which such
options are "in the money") do not exceed 5% of a Fund's net assets (after
taking into account unrealized gains and unrealized losses on any contract it
has entered into). The extent to which a Fund may engage in futures
transactions may also be limited by the Internal Revenue Code's requirements for
qualification as a regulated investment company.

A Fund may not purchase or sell futures contracts and related options
unless immediately after any such transaction, the aggregate initial margin that
is required to be posted by the Fund under the rules of the exchange on which
the futures contract (or futures option) is traded, plus any premium paid by the
Fund on its open futures options positions, does not exceed 5% of the Fund's
total assets, after taking into account any unrealized profits and losses on the
Fund's open contracts and excluding the amount that a futures option is "in the
money" at the time of purchase. (An option to buy a futures contract is "in the
money" if the then current purchase price of the contract that is subject to the
option exceeds the exercise or strike price; an option to sell a futures
contract is "in the money" if the exercise or strike price exceeds the then
current purchase price of the contract that is the subject of the option.)

The premium paid for purchasing an option reflects, among other things, the
relationship of the exercise price to the market price and volatility of the
underlying security, the remaining term of the option, supply and demand and
interest rates. Each Fund intends to limit the aggregate value of the
securities underlying the calls or obligations underlying the put options to no
more than 25% of its net assets taken at market value, determined as of the date
the options are written. All options, whether written or purchased, will be
listed on a national securities exchange and issued by the Options Clearing
Corporation.

The above limitations on the Funds' investments in futures contracts and
options, and the Funds' policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, are not
fundamental policies and may be changed by the Board of Trustees without
shareholder approval as regulatory agencies permit. The Funds will not modify
the above limitations to increase the permissible futures and options activities
without supplying additional information in a current Prospectus or Statement of
Additional Information that has been distributed or made available to the Funds'
shareholders.

OPTIONS ON SECURITIES. Each Fund may write covered put and call options on
stocks to attempt to increase the return on its investments through the receipt
of premium income. Each Fund also may write put options and purchase all options
on stocks to increase its exposure to the stock market when the Fund has cash
from new investments or holds a portion of its assets in money market
instruments or to protect against an increase in prices of securities it intends
to purchase. When a Fund whishes to sell securities because of shareholder
redemptions or to protect the value of securities it owns against a decline in
market value, it may write call options and purchase put options.

A call option gives the purchaser, in return for payment of the option
premium (the option's current market price), the right to buy the option's
underlying security at a specified exercise price at any time during the term of
the option. The writer of a call option,

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who receives the premium, assumes the obligation to deliver the underlying
security against payment of the exercise price at any time the option is
exercised. A put option is a similar contract that gives the purchaser of the
option, in return for the premium paid, the right to sell the underlying
security at a specified exercise price at any time during the term of the
option. The writer of the put receives the premium and assumes the obligation to
buy the underlying security at the exercise price whenever the option is
exercised.

The Funds may write covered call options on securities they own to attempt
to realize, through the receipt of premium income, a greater return than would
be realized on the securities alone. In return for the premium, a Fund forfeits
the right to any appreciation in the value of the underlying security above the
option's exercise price for the life of the option (or until a closing
transaction can be effected). The Fund also gives up some control over when it
may sell the underlying securities, and must be prepared to deliver the
underlying securities against payment of the option's exercise price at any time
during the life of the option. The Fund retains the full risk of a decline in
the price of the underlying security held to cover the call for as long as its
obligation as a writer continues, except to the extent that the effect of such a
decline may be offset in part by the premium received.

The principal purpose of writing a covered put option would be to realize
income in the form of the option premium, in return for which a Fund would
assume the risk of a decline in the price of the underlying security below the
option's exercise price less the premium received. The Fund's potential profit
from writing a put option would be limited to the premium received.

When a Fund has written an option, it may terminate its obligation by
effecting closing purchase transactions. This is accomplished by purchasing at
the current market price an option identical as to underlying instrument,
exercise price and expiration date to the option written by the Fund. The Fund
may not effect closing purchase transactions, however, after it has been
notified that the option it has written has been exercised. When a Fund has
purchased an option it may liquidate its position by exercising the option, or
by entering into a closing sale transaction by selling an option identical to
the option it has purchased. There is no guarantee that closing transactions
can be effected.

A Fund will realize a profit from a closing transaction if the price at
which the option is closed out is less than the premium received for writing the
option or more than the premium paid for purchasing the option. Similarly, the
Fund will realize a loss from closing transactions if the price at which the
option is closed out is more than the premium received or less than the premium
paid. Transaction costs for opening and closing options positions must be taken
into account in these calculations.

A Fund may purchase put options on securities it owns to attempt to protect
those securities against a decline in market value during the term of the
option. To the extent that the value of the securities declines, the Fund may
may exercise the option and sell the securities at the exercise price, and
thereby may partially or completely offset the depreciation of the securities.
If the price of the securities do not fall during the life of the options, the
Fund may lose all or a portion of the premium it paid for the put option, and
would lose the entire premium if the option were allowed to expire unexercised.
Such losses could, however, be offset entirely or in part if the value of the
securities owned should rise.

Call options written by a Fund are "covered" if the Fund owns the call
options' underlying securities or have an absolute and immediate right to
acquire those securities without the payment of additional consideration (or
upon payment of additional cash consideration held in a segregated account by
its custodian) upon conversion or exchange of other securities they own. A call
option written by a Fund is also covered if the Fund owns, on a share-for-share
basis, call options on the same securities whose exercise price is equal to or
less than the calls written, or greater than the exercise prices of the calls
written if the differences are maintained by the Fund in cash or liquid
securities in a segregated account with its custodian. Put options written by a
Fund are "covered" if the Fund maintains cash or liquid securities with a value
equal to the put options' exercise prices in segregated accounts with the
Trust's custodian, or else own, on a share-for-share basis, put options on the
same securities whose exercise prices are equal to or greater than the puts
written. Securities held by a Fund to cover options may not be sold so long as
the Fund remains obligated under the options, unless the securities are replaced
by other appropriate securities.

OPTIONS ON STOCK INDEXES. The Funds may write covered call options on
stock indexes to attempt to increase the return on their investments through the
receipt of premium income. The Funds will cover index calls by owning
securities whose price changes, in the opinion of the Funds' investment adviser,
are expected to be similar to those of the index. If the value of an index on
which a Fund has written a call option falls or remains the same, the Fund would
realize a profit in the form of the premium received (less transaction costs)
that could offset all or a portion of any decline in the value of the securities
it owns. If the value of the index rises, however, the Fund would realize a
loss in its call option position, which would reduce the benefit of any
unrealized appreciation of the Fund's stock investments.

The principal reason for writing a covered put option on a stock index
would be to realize income in return for assuming the risk of a decline in the
index. To the extent that the price changes of securities owned by a Fund
correlates with changes in the value of the index, writing covered put options
on indexes would increase the Fund's losses in the event of a market decline,
although such losses would be offset in part by the premium received for writing
the option. The Fund would cover put options on indexes by segregating assets
equal to the option's exercise price, in the same manner as put options on
securities.

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The Funds may purchase put options on stock indexes to hedge their
investments against declines in value. By purchasing a put option on a stock
index, a Fund will seek to offset a decline in the value of securities it owns
through appreciation of the put option. If the value of the Fund's investments
did not decline as anticipated, or if the value of the option did not increase,
the Fund's losses would be limited to the premium paid for the option. The
success of this strategy will largely depend on the accuracy of the correlation
between the changes in value of the index and the changes in value of the Fund's
security holdings.

A stock index assigns relative value to the common stocks included in the
index (for example, the Standard & Poor's 500 or the New York Stock Exchange
Composite Index), and the stock index fluctuates with changes in the market
value of such stocks. An option on an index gives the holder the right, in
return for the premium paid, to require the writer to pay cash equal to the
difference between the closing price of the index and the exercise price of the
option, times a specified multiplier. No actual delivery of the stocks
underlying the index is made.

STOCK INDEX AND FOREIGN CURRENCY FUTURES AND RELATED OPTIONS. The Funds
may purchase and sell stock index and foreign currency futures contracts (as
well as purchase related options) as hedges against changes resulting from
market conditions and exchange rates in the values of the domestic and foreign
securities held by the Funds or which they intend to purchase and where the
transactions are economically appropriate for the reduction of risks inherent in
the ongoing management of the Funds.

A stock index futures contract is a bilateral agreement pursuant to which
two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock index value at
the close of the last trading day of the contract and the price at which the
futures contract is originally struck. No physical delivery of the underlying
stocks in the index is made. A foreign currency futures contract creates an
obligation on one party to deliver, and a corresponding obligation on another
party to accept delivery of, a stated quantity of a foreign currency, for an
amount fixed in United States dollars. The Funds may purchase and sell foreign
currency futures contracts as a hedge against changes in currency exchange rates
when the Funds are invested in the securities of foreign issuers.

In addition, the Funds may utilize stock index futures contracts in
anticipation of changes in the composition of they portfolio holdings. For
example, in the event that a Fund expects to narrow the range of industry groups
represented in its holdings it may, prior to making purchases of the actual
securities, establish long futures positions based on a more restricted index,
such as an index comprised of securities of a particular industry group. The
Fund may also sell futures contracts in connection with this strategy, in order
to protect against the possibility that the value of the securities to be sold
as part of the restructuring of the portfolio will decline prior to the time of
sale.

No price is paid or received by a Fund upon the purchase or sale of futures
contracts. Initially, the Fund will be required to deposit with a broker or in
a segregated account with the Fund's custodian an amount of cash or cash
equivalents, the value of which may vary but is generally equal to 10% or less
of the value of the contract. This amount is known as initial margin. The
nature of initial margin in futures transactions is different from that of
margin in securities transactions in that futures contract margin does not
involve the borrowing of funds by the customer to finance the transactions.
Rather, the initial margin is in the nature of a performance bond or good faith
deposit on the contract which is returned to the Fund upon termination of the
futures contracts assuming all contractual obligations have been satisfied.
Subsequent payments, called variation margin, to and from a broker, will be made
on a daily basis as the price of the underlying instruments fluctuates making
the long and short positions in the futures contract more or less valuable, a
process known as marking-to-market. For example, when a Fund has purchased a
futures contract and the price of the contract has risen in response to a rise
in the underlying instruments, the position will have increased in value and the
Fund will be entitled to receive from the broker variation margin payments equal
to the increase in value. Conversely, where a Fund has purchased a futures
contract and the price of the futures contract has declined in response to
decreases in the underlying instruments, the positions would be less valuable
and the Fund would be required to make a variation margin payments to the
broker. At any time prior to expiration of the futures contracts, the Fund's
Adviser may elect to close the position by taking an opposite position, subject
to the availability of a secondary market, which will operate to terminate the
Fund's position in the futures contract. A final determination of variation
margin is then made, additional cash is required to be paid by or released to
the Fund, and the Fund realizes losses or gains.

Futures options possess many of the same characteristics as options on
securities. A futures option gives the holder the right, in return for the
premium paid, to assume a long positions (call) or short position (put) in a
futures contract at a specified exercise price at any time during the period of
the option. Upon exercise of a call option, the holder acquires a long position
in the futures contract and the writer is assigned the opposite short position.
In the case of a put option, the opposite is true.

Futures positions may be closed out only on an exchange or board of trade
which provides a market for such futures. Although the Funds intend to purchase
futures which appear to have an active market, there is no assurance that a
liquid market will exist for any particular contract or at any particular time.
Thus, it may not be possible to close a futures position in anticipation of
adverse price movements.

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<PAGE>

RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS. In selecting futures
contracts and options for the Funds, the Adviser will assess such factors as
current and anticipated stock prices and interest rates, the relative liquidity
and price levels in the options and futures markets compared to the securities
markets, and the Funds' cash flow and cash management needs. Because of the
imperfect correlation between movements in the price of a futures contract and
movements in the price of the securities or currency which are the subject of
the hedge, the price of the future may move more than or less than the price of
the securities or currency being hedged. If the price of the future moves less
than the price of the securities or currency which are the subject of the hedge,
the hedge will not be fully effective but, if the price of the securities or
currency being hedged has moved in an unfavorable direction, a Fund would be in
a better position than if it had not hedged at all. If the price of the
securities or currency being hedged has moved in a favorable direction, this
advantage will be partially offset by the loss on the future. If the price of
the future moves more than the price of the hedged securities or currency, the
Fund will experience either a loss or gain of the future which will not be
completely offset by movements in the price of the securities or currency which
are the subject of the hedge. It is also possible that, where a Fund has sold
futures to hedge its portfolio against a decline in the market, the market may
advance and the value of securities or currency held in the Fund may decline.
If this occurred, the Fund would lose money on the future and also experience a
decline in value of its portfolio.

Where futures are purchased to hedge against a possible increase in the
price of securities before a Fund is able to invest its cash or cash equivalents
in securities or options in an orderly fashion, it is possible that the market
may decline instead; if the Fund then concludes not to invest in securities or
options at that time because of concern as to possible further market decline or
for other reasons, the Fund will realize a loss on the futures contract that is
not offset by a reduction in the price of securities purchased.

In addition to the possibility that there may be an imperfect correlation,
or no correlation at all, between movements in the futures and the securities or
currency being hedged, the price of futures may not correlate perfectly with
movement in the cash market due to certain market distortions. First, rather
than meeting additional margin deposit requirements, investors may close futures
contracts through off-setting transactions which could distort the normal
relationship between the cash and futures markets. Second, with respect to
financial futures contracts, the liquidity of the futures market depends on
participants entering into off-setting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced thus producing distortions. Third, from
the point of view of speculators, the deposit requirements in the futures market
are less onerous than margin requirements in the securities market. Therefore,
increased participation by speculators in the futures market may also cause
temporary price distortions. Due to the possibility of price distortion in the
futures market, and because of the imperfect correlation between the movements
in the cash market and movements in the price of futures, a correct forecast of
general market trends or currency movements by a Fund's investment adviser may
still not result in a successful hedging transaction over a short time frame.
Moreover, if the Fund's adviser is incorrect in such forecasts or interest rates
or other applicable factors, the Fund would be in a worse position than if it
had not hedged at all. In addition, the Fund's purchase and sale of options on
indexes is subject to the risks described above with respect to options on
securities.

In the event of the bankruptcy of a broker though which a Fund engages in
transactions in futures contracts or options, the Fund could experience delays
and losses in liquidating open positions purchased or sold through the broker,
and incur a loss of all or part of its margin deposits with the broker.

SHORT SALES AGAINST THE BOX

The Funds may from time to time make short sales of securities if at the
time of the short sale they own or have the right to acquire, at no additional
cost, an equal amount of the securities sold short. This investment technique
is known as a "short sale against the box." While the short position is
maintained, a Fund will collateralize its obligation to deliver the securities
sold short in an amount equal to the proceeds of the short sale plus an
additional margin amount established by the Board of Governors of the Federal
Reserve (presently 10% of the market value of the securities sold short). If a
Fund engages in a short sale the collateral account will be maintained by the
Fund's custodian or a duly qualified subcustodian. While the short sale is open
the Fund will maintain in a segregated custodial account an amount of securities
equal in kind and amount to the securities sold short or securities convertible
into or exchangeable for such equivalent securities at no additional cost. The
Funds' Adviser currently anticipates that no more than 25% of a Fund's total
assets would be invested in short sales against the box, but this limitation is
a nonfundamental policy which could be changed by the Board of Trustees of the
Trust.

A Fund may make a short sale against the box when it believes that the
price of a security may decline, causing a decline in the value of a security
owned by the Fund (or a security convertible into or exchangeable for such
security), or when the Fund wants to sell the security at a current attractive
price, but also wishes to defer recognition of gain or loss for federal income
tax purposes and for purposes of satisfying certain tests applicable to
regulated investment companies under the Internal Revenue Code. In such a case,
any future losses in the Fund's long position should be reduced by a gain in the
short position. The extent to which such gains or losses are reduced would
depend upon the amount of the security sold short relative to the amount the
Fund owns. There will be certain additional transaction costs associated with
short sales against the box, but the Funds will endeavor to offset these costs
with income from the investment of the cash proceeds of short sales.

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TEMPORARY DEFENSIVE MEASURES

During adverse or transition periods in the stock market, reserves may be
held without percentage limitation in order to protect and preserve the assets
of the Funds. These temporary defensive reserves will be invested in money
market instruments, including U.S. Treasury bills, repurchase agreements secured
by U.S. Government securities, certificates of deposit, high grade bankers'
acceptances, and high grade commercial paper with a maximum maturity of not more
than one year.

Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank for a definite period of time and earning a
specified return. Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for specified
merchandise, which are "accepted" by a bank, meaning in effect that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Certificates of deposit and bankers' acceptances acquired by a Fund will be
dollar-denominated obligations of domestic banks or financial institutions which
at the time of purchase meet certain credit standards. The US Treasury bills
mature in one year or less, have fixed interest rates, and are guaranteed by the
full faith and credit of the U.S. Government. Commercial paper consists of
promisory notes issued by corporations; it generally has a maturity of less than
nine months and a fixed rate or return, although such instruments may have
maturities of up to one year.

FOREIGN INVESTMENTS.

Each Fund may invest up to 20% of its assets, either directly in securities
issued by foreign companies wherever organized or indirectly through investments
in American Depository Receipts (ADRs) and closed-end investment companies.

ADRs are receipts issued by an American bank or trust company evidencing
ownership of underlying securities issued by a foreign issuer. ADRs may be
listed on a national securities exchange or may trade in the over-the-counter
market. ADR prices are denominated in United States dollars; the underlying
security may be subject to foreign government taxes which would reduce the yield
on such securities.

ADRs may be sponsored by the foreign issuer or may be unsponsored
(organized independently from the foreign issuer). Available information
regarding the foreign securities underlying unsponsored ADRs may not be as
current as for sponsored ADRs, and the prices of unsponsored ADRs may be more
volatile.

Investing in securities issued by companies whose principal business
activities are outside the United States may involve significant risks not
present in domestic investments. For example, there is generally less publicly
available information about foreign companies, particularly those not subject to
the disclosure and reporting requirements of the United States securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing and
financial reporting requirements comparable to those applicable to domestic
issuers. Investments in foreign securities also involve the risk of possible
adverse changes in investment or exchange control regulations, expropriation or
confiscatory taxation, political or financial instability or diplomatic and
other developments which could affect such investments. Further, economies of
particular countries or areas of the world may differ favorably or unfavorably
from the economy of the United States. The extent to which the Funds will be
invested in foreign companies will fluctuate from time to time within the 20%
limitation stated above depending on the Adviser's assessment of prevailing
market, economic and other conditions.

Currency Exchange Contracts. The Aggressive Fund may enter into currency
exchange contracts (agreements to exchange dollars for foreign currencies at a
future date) to manage exchange rate risk. Currency exchange contracts allow the
Adviser to hedge the Fund's foreign investments against adverse exchange rate
changes. Successful currency hedgin depend upon the Adviser's ability to predict
foreign currency values. A currency exchange contract will tend to offset both
positive and negative currency fluctuations but will not offset other changes in
the value of the Aggressive Fund's foreign investments. The Aggressive Fund does
not use currency exchange contracts for speculative purposes.

REPURCHASE AGREEMENTS

Pursuant to a repurchase agreement, a Fund purchases securities and the
seller agrees to repurchase them from the Fund at a mutually agreed-upon time
and price. The period of maturity is usually overnight or a few days, although
it may extend over a number of months. The resale price is in excess of the
purchase price, reflecting an agreed-upon rate of return for the period of time
the Fund's money is invested in the security. The Funds' repurchase agreements
will be fully collateralized at all times in an amount at least equal to the
purchase price. The instruments held as collateral are valued daily. If the
seller defaults and the value of the collateral securing the repurchase
agreement declines, the Fund may incur a loss. If bankruptcy proceedings are
commenced with respect to the seller, realization upon the collateral by the
Fund may be delayed or limited. The Funds will only enter into repurchase
agreements with financial institutions and brokers and dealers which meet
certain creditworthiness and other criteria.

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CONVERTIBLE BONDS

The Aggressive Fund may invest in convertible bonds, which are fixed income
securities that may be converted at a stated price within a specified period of
time into a certain quantity of the common stock of the same or a different
issuer. Convertible bonds are senior to common stocks in an issuer's capital
structure, but are usually subordinated to similar non-convertible securities.
While providing a fixed income stream (generally higher in yield than the income
derivable from common stock but lower than that afforded by a similar
nonconvertible security), a convertible security also provides the investor the
opportunity, through its conversion feature, to participate in the capital
appreciation of the underlying common stock.

Like other debt securities, the value of a convertible bond tends to vary
inversely with the level of interest rates. However, to the extent that the
market price of the underlying common stock approaches or exceeds the conversion
price, the price of the convertible bond will be increasingly influenced by its
conversion value (the security's worth, at market value, if converted into the
underlying common stock).

Each of the Funds may invest up tp 5% of its net assets in bonds (debt
securities with initial maturities of up to 30 years) issued by U.S. companies,
although the Adviser does not currently intend to do so. Any such bonds will be
of investment grade (i.e., rated in the top four rating categories by a
nationally recognized securities rating organization) at the time of purchase,
and will be sold as promptly as practicable if their ratings decline below
investment grade. The values of these instruments tend to vary inversely with
interest rates; the longer the maturity, the greater the fluctuation. The value
of a bond can also be affected by developments relating to the issuer.

PREFERRED STOCKS

Each Fund may invest assets in prefered stocks up to 5% of its total.
Preferred stock, unlike common stock, offers a stated dividend rate payable from
a corporation's earnings. Such preferred stock dividends may be cumulative or
non-cumulative, participating, or auction rate. If interest rates rise, the
fixed dividend on preferred stocks may be less attractive, causing the price of
preferred stocks to decline. Preferred stock may have mandatory sinking fund
provisions, as well as call/redemption provisions prior to maturity, a negative
feature when interest rates decline. Dividends on some preferred stock may be
"cumulative," requiring all or a portion or prior unpaid dividends to be paid
before dividends are paid on the issuer's common stock. Preferred stock also
generally has a preference over common stock on the distribution of a
corporation's assets in the event of liquidation of the corporation, and may be
"participating," which means that it may be entitled to a dividend exceeding the
stated dividend in certain cases. The rights of preferred stocks on the
distribution of a corporation's assets in the event of a liquidation are
generally subordinate to the rights associated with a corporation's debt
securities.

EURO INTRODUCTION

The European Union's planned introduction of a single European currency,
the Euro, on January 1, 1999 creates uncertainties, including whether the
payment and operational systems of banks and other financial institutions will
be prepared for the change, the legal treatment of certain outstanding financial
contracts that refer to existing currencies, and the creation of suitable
clearing and settlement payment systems for the new currency. These or other
related factors could cause market disruptions before or after the introduction
of the Euro.

INVESTMENT RESTRICTIONS

Certain investment limitations and restrictions cannot be changed without
the approval of a majority of the outstanding voting securities of the Funds.
These restrictions are as follows:

For both Funds:

(1) Neither Fund may invest an amount which exceeds 5% of the value of the
Fund's total assets in the securities of any one issuer. This
restriction does not apply to holdings of U.S. Government securities.

(2) Neither Fund may issue any senior securities.

(3) Neither Fund may purchase the securities of any issuer for the purpose
of exercising control of management and it may not acquire or own more
than 10% of any class of the securities of any company.

(4) Neither Fund may make short sales of securities or maintain a short
position unless at the time of the short sale the Fund owns or has the
right to acquire at no additional cost an equal amount of the
securities sold short.

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<PAGE>

(5) Neither Fund may borrow money except for temporary emergency purposes
and then not in excess of 10% of total net assets for the Growth Fund
and 5% of total net assets for the Aggressive Fund.

(6) Neither Fund may underwrite securities, buy or sell real estate or
commodities or commodity contracts, or make loans to individuals,
except that the Funds may invest in futures contracts and options as
described in "Futures, Stock Index and Options Transactions."

(7) Neither Fund may invest in the securities of other investment
companies if immediately after such investment the Fund will own (a)
securities issued by an investment company having an aggregate value
in excess of 5% of the value of the total assets of the Fund, or (b)
securities issued by all investment companies having an aggregate
value in excess of 10% of the value of the total assets of the Fund,
except to the extent permitted by the Investment Company Act of 1940
and any applicable rules or exemptive orders issued thereunder.

(8) Neither Fund may invest in any security if information is not
available with respect to the history, management, assets, owners and
income of the issuer of such security, and neither Fund may make any
investment which would subject the Fund to unlimited liability.

(9) Neither Fund may purchase any securities on margin except for
short-term credits as are necessary for the clearance of transactions;
provided, however, that the Funds may make initial and variation
margin payments in connection with purchases or sales of options or
futures contracts.

Although the Funds are not prohibited from purchases of restricted
securities, the Funds have never held such securities in their portfolios and do
not presently intend to purchase restricted securities.

For the Growth Fund Only (cannot by changed without majority of shareholder
votes):

(1) The Growth Fund may not lend any money to any person (for this purpose
the purchase of a portion of an issue of publicly distributed debt
securities for investment purposes is not considered a loan).

(2) The Growth Fund may not engage in activity which involves promotion or
business management by the Fund.

(3) The Growth Fund may not buy or sell real estate mortgage loans.

The Board of Trustees has adopted a policy that the Growth Fund will not
invest in oil, gas and other mineral leases and, in addition to the restrictions
on real estate investments contained above, the Growth Fund will not purchase
any real estate limited partnership interest. In addition, the Growth Fund will
not pledge, mortgage or hypothecate assets of the Growth Fund taken at market
value to an extent greater than 15% of the gross assets of the Growth Fund taken
at cost. The Growth Fund will not invest in securities of companies which have
a record of less than three years continuous operations if such purchase at the
time thereof would cause more than 5% of the total assets of the Growth Fund to
be invested in securities of such companies. In addition, the Aggressive Fund
will not lend money to any person (for this purpose the purchase of a portion of
an issue of publicly distributed debt securities for investment purposes is not
considered a loan) and will not purchase or sell real estate.

ORGANIZATION AND MANAGEMENT OF THE TRUST

The Trust is organized as a Delaware business trust. Each Fund is a series
of the Trust and each Fund's shares are beneficial ownership interests of the
respective Fund. Shareholders are not intitled to any preemptive rights. All
shares, when issued, are fully paid and non-assessable by the Trust. The Trust
is an open-end, management investment company, and each Fund is diversified.
Prior to November 1, 1998, the Funds were organized as individual Delaware
corporations. The predecessors Aggressive Fund and the Growth Fund were
originally organized on October 1, 1956 and November 13, 1958, respectively.

The Fund does not intend to hold annual meetings except as required by the
Investment Company Act of 1940. Each share outstanding on the record date has
one vote (with proportional voting for fractional shares). Shareholders will
vote in the aggregate and not by Fund except as otherwise required by law or
when the Board of Trustees determines that a matter to be voted on affects only
the interest of a particular Fund. The holders of two-thirds of the outstanding
shares of the Trust may remove a Trustee at a shareholder meeting called by
written request of the holders of at least 10% of the outstanding shares of the
Trust.

TRUSTEES AND OFFICERS

8
<PAGE>

Responsibility for the overall management of the business of the Funds is
vested with the Board of Trustees. The Board of Trustees approves all
significant agreements between the Trust and persons or companies furnishing
services to the Funds, including the Trust's agreements with its investment
adviser, administrator, transfer agent, custodian and dividend disbursing agent.
The day-to-day operations of the Funds are delegated to its officers and various
service providers, subject always to the objectives and policies of the Funds
and the general supervision of the Board of Trustees. The officers and trustees
of the Trust, their addresses and their principal occupation during the past 5
years are:

JOHN G. AYER (age 75) - Trustee*
Executive Vice President and Director, Stonebridge Capital Management,
Incorporated; Director, Taylor & Turner Assoc., Ltd., (a venture capital
organization); 1801 Century Park East, Suite 1800, Los Angeles, California
90067. Retired President of Stonebridge Aggressive Growth Fund, Inc. (1997 -
July 1998); Director, Stonebridge Growth Fund, Inc. (1997 to October 1998) and
Stonebridge Aggressive Growth Fund, Inc. (1982 - October, 1998).

RICHARD C. BARRETT (age 56) - Chairman of the Board, President and Trustee*
President and Director, Stonebridge Capital Management, Incorporated; 1801
Century Park East, Suite 1800, Los Angeles, California 90067; Director,
Stonebridge Growth Fund, Inc. and Stonebridge Aggressive Growth Fund, Inc. (1982
- - October, 1998).

SELVYN B. BLEIFER, M.D. (age 69) - Trustee
Physician, Cardiovascular Medical Group, 414 North Camden Drive, Beverly
Hills, California 90212; Director, Stonebridge Growth Fund, Inc. and Stonebridge
Aggressive Growth Fund, Inc. (1985 - October, 1998).

MARVIN FREEDMAN (age 73) - Trustee
Retired Founding Partner, Freedman, Broder, & Company Accountancy
Corporation, Certified Public Accountants, 2501 Colorado Avenue, Suite 350,
Santa Monica, California 90404; Director, Stonebridge Growth Fund, Inc. (1973 to
October 1998) and Stonebridge Aggressive Growth Fund, Inc. (1995 - October,
1998).

CHARLES F. HAAS (age 84) - Trustee
Retired motion picture and television director; Director, Oakwood School,
12626 Hortense Street, Studio City, California, 91604; Director, Stonebridge
Growth Fund, Inc. and Stonebridge Aggressive Growth Fund, Inc. (1981 - October,
1998).

WILLIAM H. TAYLOR (age 59) - Trustee
General Partner, Taylor & Company (a venture capital organization); General
Partner, Taylor and Turner Assoc., Ltd. (a venture capital organization);
Director, Oncor, Inc., (a biotechnology company); Director, AMT Ventures (a
materials venture fund); Director, I.C.C., Inc. (an infrared imaging company);
Director, T.P.L., Inc. (an advanced materials company), 18730 Canyon Road,
Sonoma California 91604; Director, Stonebridge Growth Fund, Inc. and Stonebridge
Aggressive Growth Fund, Inc. (1983 - October, 1998).

CHARLES E. WOODHOUSE (age 34) - Trustee and Vice President*
Executive Vice President, Managing Director and Director of Research,
Stonebridge Capital Management, Incorporated, 1801 Century Park East, Suite
1800, Los Angeles, California, 90067; President, Stonebridge Aggressive Growth
Fund (July 1998 - October 1998).

CRAIG B. BURGER (age 41) - Trustee and Vice President*
Senior Vice President and Director, Stonebridge Capital Management,
Incorporated, 1801 Century Park East, Suite 1800, Los Angeles, California 90067.

DEBRA L. NEWMAN (age 42) - Trustee, Vice President and Treasurer*
Vice President, Chief Financial Officer, Secretary and Director,
Stonebridge Capital Management, Incorporated, 1801 Century Park East, Suite
1800, Los Angeles, California 90067; Treasurer, Stonebridge Aggressive Growth
Fund, Inc. (February 1980 - October 1998); President, Stonebridge Growth Fund,
Inc. (April 1985 - October 1998).

JAMES V. HYATT (age 47) - Secretary
General Counsel, ALPS Mutual Funds Services, Inc.; Secretary, First Funds
Trust; Assistant Secretary, Financial Investors Trust; Director, the Dairy (a
non-profit community arts center); 370 17th Street, Suite 3100, Denver, Colorado
80202.

THOMAS A. CARTER (age 32) - Assistant Treasurer
Chief Financial Officer, ALPS Mutual Funds Services, Inc., 370 17th Street,
Suite 3100, Denver, Colorado 80202; Senior Accountant, Deloitte & Touche LLP.
(September 1989 - October 1994).

SCOTT M. ZOLTOWSKI (age 29) - Assistant Secretary
Legal Counsel, ALPS Mutual Funds Services, Inc., 370 17th Street, Suite
3100, Denver, Colorado 80202; Director & Attorney, Fidelity Investments. (August
1995 - December 1997).

9
<PAGE>

- --------------------------------------------------------------------------------
* "Interested person" of the Trust as defined by the Investment Company Act
of 1940, as amended.

As of December 31, 1998, the trustees and officers of the Fund, as a group,
owned beneficially less than 1% of each Fund's outstanding shares.

None of the officers of the Trust received any compensation from the
predecessors of the Trust for his or her services during the fiscal years ended
October 31, 1998. Each trustee who is not an "interested person" of the Trust
is entitled to receive from the Trust $1,500 for each meeting of the Board of
Trustee. The following table sets forth more detailed compensation information
for the independent Trustees of the Trust during the fiscal year ended October
31, 1998:

<TABLE>
<CAPTION>
AGGREGATE AGGREGATE PENSION OR TOTAL
COMPENSATION FROM COMPENSATION FROM RETIREMENT COMPENSATION
TRUSTEE AGGRESSIVE FUND GROWTH FUND BENEFITS PAID TO TRUSTEES
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Selvyn B. Bleifer, MD $XXX $XXXX $0 $XXXX
Marvin Freedman $XXX $XXXX $0 $XXXX
Charles F. Haas $XXX $XXXX $0 $XXXX
William H. Taylor, II $XXX $XXXX $0 $XXXX
</TABLE>

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER. The Fund's investment adviser is Stonebridge Capital
Management, Incorporated, 1801 Century Park East, Los Angeles, California 90067
(the "Adviser"), which provides investment advisory services to the Funds
pursuant to investment advisory agreements (the "Agreements") approved by the
Board of Trustees on August 25, 1998. The Adviser is engaged in the business of
providing investment advice to individual and institutional clients, and managed
assets aggregating $xxx million as of December 31, 1998. It currently has 13
employees and is owned by seven of its employees. The Adviser's directors and
executive officers are John G. Ayer, Richard C. Barrett, Craig B. Burger, Debra
L. Newman, Karen H. Parris, Timothy G. Walt and Charles E. Woodhouse.

<TABLE>
<CAPTION>
During the following time periods of the Funds and their predecessors, the Adviser received the following amounts:
<S> <C> <C>
Growth Fund Aggressive Fund
Period ending October 31 Fiscal year ending October 31
1998 $XXX,XXX $XX,XX
XX% of net assets XX% of net assets

Fiscal year ending November 30 Fiscal year ending October 31
1997 $173,492 $33,293
.41% of net assets .60% of net assets

Fiscal year ending November 30 Fiscal year ending October 31
1996 $101,700 $25,253
.30% of net assets .50% of net assets
</TABLE>

The Agreements provide that they will remain in force and effect with
respect to each Fund for two years and thereafter from year to year so long as
such continuances are approved at least annually by the Board of Trustees or by
a majority of the outstanding voting securities of the Fund, but in either event
they must be approved by a majority of the Trustees who are not parties to the
Agreements or interested persons of any such party. The Agreements also provide
that they may be terminated without penalty with respect to each Fund at any
time by the Board of Trustees or by vote of a majority of the Fund's outstanding
voting securities or by the Adviser upon sixty days written notice and that the
Agreements will terminate automatically in the event of their assignment.

Each Agreement provides that the Adviser will not be liable for any error
of judgment or loss suffered by the Funds, except for liability resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under each Agreement. The Trust has agreed to indemnify the Adviser against
liabilities, costs and expenses that the Adviser may incur in connection with
any action, suit, investigation or other proceeding arising out of or otherwise
based on any action actually or allegedly taken or omitted to be taken by the
Adviser in connection with the performance of its duties or obligations under
the Agreements. The Adviser is not entitled to indemnification with respect to
any liability to the Trust or shareholders of the Funds by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
of its reckless disregard of its duties and obligations under the Agreements.

10
<PAGE>

Personnel of the Adviser may invest in securities for their own accounts
pursuant to a Code of Ethics that sets forth all employees' fiduciary
responsibilities regarding the Trust, establishes procedures for personal
investing, and restricts certain transactions. In addition, restrictions on the
timing of personal investing in relation to trades by the Funds and on
short-term trading have been adopted.

ADMINISTRATOR. The Funds' Administrator is ALPS Mutual Funds Services,
Inc., 370 17th Street, Suite 3100, Denver, Colorado 80202. Pursuant to its
Administration Agreement with the Trust, the Administrator is not liable for any
error of judgment or mistake of law or for any loss suffered by the Funds in
connection with the matters to which the Agreement relates, except for losses
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under the Agreement. The Administrator received $60,000
from each Fund for administration services for the year ended July 31, 1998.

DISTRIBUTOR. The Funds' Distributor is ALPS Mutual Funds Services, Inc.,
370 17th Street, Suite 3100, Denver, Colorado 80202. Pursuant to its General
Distribution Agreement with the Trust, the Distributor has agreed to use all
reasonable efforts, consistent with its other business, to secure purchasers for
shares of the Funds, but is not obligated to sell any specified number of
shares. The General Distribution Agreement contains provisions with respect to
renewal and termination similar to those in the Investment Advisory Agreement.
Pursuant to the General Distribution Agreement, the Trust has agreed to
indemnify the Distributor to the extent permitted by applicable law against
certain liabilities under the Securities Act of 1933 and other applicable laws.

CUSTODIAN. The Funds' Custodian is Fifth Third Bank, Fifth Third Center,
Cincinnati, Ohio 45263. It receives and deposits all cash and receives and
collects income from the Fund's investments. These institutions also receive
and deliver securities bought or sold by the Funds. The Custodian has no part
in the management or investment decisions of the Funds. The Custodian is
entitled to receive compensation based on the market value of all assets of the
Trust in the aggregate, plus certain transaction based charges.

TRANSFER AGENT. The Funds' transfer agent and dividend disbursing agent
is National Financial Data Services, 1004 Baltimore, Kansas City, Missouri
64105. As transfer agent, National Financial Data Services maintains the Funds'
records for the shareholders who purchase shares. It accepts, confirms and
processes payments for purchase and redemptions, and disburses and reinvests
dividends and capital gains distributions, if any, made by the Funds to these
shareholders. The fee paid to the transfer agent is based on a minimum fee, the
number of open accounts and certain transaction based charges.

INDEPENDENT ACCOUNTANTS. Hein + Associates LLP, Denver Colorado (the
"Auditors") serve as independent accountants to the Trust. The Auditors conduct
the audit of the Funds' annual financial statements and prepare the Trust's tax
returns. The Auditors have no part in the management or investment decisions of
the Funds. Their annual fee is approximately $26,000 per year.

BROKERAGE TRANSACTIONS

Decisions to buy and sell securities for the Funds, assignment of their
portfolio business and negotiation of their commission rates are made by the
Adviser. It is the Funds' policy that the Adviser shall seek to obtain both
quality research and "best execution" of purchase and sales transactions, and
that the Adviser shall seek to negotiate the brokerage commissions to provide
fair, competitive compensation for the brokers' services, giving consideration
to the statistical and research services provided as well as the brokerage
execution services. Statistical and research material furnished to the Adviser
may be useful to the Adviser in providing services to clients other than the
Funds. Similarly, such material furnished to the Adviser by brokers through
which other clients of the Adviser trade may be useful in providing services to
the Funds. Subject to periodic review by the Board of Trustees, the Adviser is
authorized to pay higher commissions to brokerage firms that provide it with
investment and research information if the Adviser determines such commissions
are reasonable in relation to the overall services provided. None of the
broker/dealer firms with which the Funds conduct business is engaged in sales of
shares of the Funds and none is affiliated with either the Funds or the Adviser.

Although investment decisions for the Funds are made independently from
those of the other accounts managed by the Adviser, investments of the kind made
by the Funds may also be made by other such accounts. When a purchase or sale
of the same security is made at substantially the same time on behalf of a Fund
and one or more other accounts managed by the Adviser, available investments are
allocated in the discretion of the Adviser by such means as, in its judgment,
result in fair treatment. The Adviser aggregates orders for purchases and sales
of securities of the same issuer on the same day among the Funds and its other
managed accounts, and the price paid to or received by the Funds and those
accounts is the average obtained in those orders. In some cases, such
aggregation and allocation procedures may affect adversely the price paid or
received by the Funds or the size of the position purchased or sold by the
Funds.

When a Fund purchases or sells a security which is not listed on a national
securities exchange but which is traded in the over-the-counter market, the
transaction generally takes place directly with a principal market maker, except
in those circumstances where, in the opinion of the Adviser, better prices and
executions will be achieved through the use of other broker-dealers. The
Adviser does not receive any benefit directly or indirectly arising from these
transactions.

11
<PAGE>

The following provides information regarding the brokerage transactions of
the Funds' predecessors during their 1998, 1997, 1996, and 1995 fiscal years.

<TABLE>
<CAPTION>
Annual Portfolio Total Brokerage
Turnover Rate Commissions Paid
Growth Fund Aggressive Fund Growth Fund Aggressive Fund
November 30, October 31, November 30, October 31,
<S> <C> <C> <C> <C>
1998 41%(1) 92% $76,314(1) $ 11,767
1997 41% 88% $85,997 $ 11,746
1996 45% 108% $63,806 $ 12,402
</TABLE>

(1)For the period December 1, 1997 to October 31, 1998

The annual portfolio turnover will normally be in the range of 25% to 75%
for the Growth Fund and 25% to 100% for the Aggressive Fund. Portfolio turnover
is a function of market shifts and relative valuation of individual securities
and market sectors. The Funds' Adviser attempts to keep the Funds invested in
those securities that have the potential to meet the Funds' objectives and that
represent the best relative value.

The predecessors of the Funds did not acquire securities of any brokers or
dealers, or the parents thereof, during the years ended November 30, 1998 and
October 31, 1998, respectively.

REDEMPTIONS

Each Fund will redeem shares solely in cash up to the lesser of $250,000 or
1% of its net assets during any 90-day period for any one shareholder. Each
Fund reserves the right to pay any redemption price exceeding this amount in
whole or in part by a distribution in kind of securities held by the Fund in
lieu of cash. It is highly unlikely that shares would ever be redeemed in kind.
If shares are redeemed in kind, however, the redeeming shareholder would incur
transaction costs upon the disposition of the securities received in the
distribution.

PRICING

Each Fund's public offering price per share, which is its net asset value
per share, is determined once daily as of the close of the New York Stock
Exchange ("NYSE") on each day it is open for trading. This price is applicable
to all orders to buy or sell the Fund's shares received prior to the close of
trading on the NYSEeach day the NYSE is open. Orders received after such time
are held until the next day on which the public offering price is determined.

Securities listed or traded on a registered securities exchange are
valued at the last sale price on the day of the computation or, if there is not
a sale on that day, the last reported bid price. Where market quotations of
over-the-counter stocks or other securities are readily available, the mean
between the bid and asked price is used; however, for dates on which the last
sale price is available from NASDAQ, or other source of equivalent reliability,
the last sale price for such date is used. Short-term debt securities with
maturities of less than 60 days are valued at amortized cost, which generally
equals market value.

Trading in securities on foreign securities exchanges and
over-the-counter markets is normally completed well before the close of business
day in New York. In addition, foreign securities trading may not take place on
all business days in New York, and may occur in various foreign markets on days
which are not business days in New York and on which net asset value is not
calculated. The calculation of net asset value may not take place
contemporaneously with the determination of the prices of portfolio securities
used in such calculation. Events affecting the values of portfolio securities
that occur between the time their prices are determined and the close of the New
York Stock Exchange will not be reflected in the calculation of net asset value
unless the Board of Trustees deems that the particular event would materially
affect net asset value, in which case an adjustment will be made. Assets or
liabilities initially expressed in terms of foreign currencies are translated
prior to the next determination of the net asset value into U.S. dollars at the
spot exchange rates at 1:00 p.m. Eastern Time or at such other rates as the
Adviser may determine to be appropriate in computing net asset value.

The value of any other securities for which no market quotations are
available and other assets will be determined at fair value in good faith by or
pursuant to the policies adopted by the Board of Trustees.

The net asset value per share of a Fund is determined by dividing the total
market value of each of the Fund's portfolio securities and other assets, less
all liabilities, by the total numbers of the Fund's shares outstanding.

12
<PAGE>

TAXATION

Each Fund intends to qualify annually and has elected to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code"). To qualify as a regulated investment company, the Fund must,
among other things, (a) derive in each taxable year at least 90% of its gross
income from dividends, interest, payments with respect to securities loans, and
gains from the sale or other disposition of stock, securities or foreign
currencies, or other income (including gains from options, futures and forward
contracts) derived with respect to its business of investing in such stock,
securities or currencies ("Qualifying Income Test"); (b) diversify its holdings
so that, at the end of each quarter of the taxable year, (i) at least 50% of the
market value of the Fund's assets is represented by cash, U.S. Government
securities, the securities of other regulated investment companies and other
securities, with such other securities of any one issuer limited for the
purposes of this calculation to an amount not greater than 5% of the value of
the Fund's total assets and 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total assets is invested
in the securities of any one issuer (other than U.S. Government securities or
the securities of other regulated investment companies) (the "Diversification
Test"); and (c) distribute at least 90% of its investment company taxable income
(which includes dividends, interest and net short-term capital gains in excess
of any net long-term capital losses) each taxable year.

As a regulated investment company, a Fund will not be subject to U.S.
federal income tax on its investment company taxable income and a net capital
gains (any net long-term capital gains in excess of the sum of net short-term
capital losses and capital loss carryovers from the prior eight years)
designated by the Fund as capital gain dividends, if any, that it distributes to
shareholders. Each Fund intends to distribute to its shareholders substantially
all of its investment company taxable income monthly and any net capital gains
annually. Investment company taxable income or net capital gains not
distributed by a Fund on a timely basis in accordance with a calendar year
distribution requirement may be subject to a nondeductible 4% excise tax. To
avoid the tax, the Fund must distribute during each calendar year an amount at
least equal to the sum of (1) 98% of its ordinary income (with adjustments) for
the calendar year and foreign currency gains or losses for the twelve month
period ending on November 30 of the calendar year, (2) at least 98% of its
capital gains in excess of its capital losses (and adjusted for certain ordinary
losses) for the twelve month period ending on November 30 of the calendar year,
and (3) all ordinary income and capital gains for previous years that were not
distributed during such years. A distribution will be treated as paid on
December 31 of the calendar year, if it is declared by the Fund in October,
November or December of that year to shareholders of record on a date in such a
month and actually paid by the Fund during January of the following year. Such
distributions will be taxable to shareholders (other than those not subject to
federal income tax) in the calendar year in which the distributions are
received. To avoid application of the excise tax, the Funds intend to make
their distributions in accordance with the calendar year distribution
requirement.

DISTRIBUTIONS. Dividends paid out of a Fund's investment company taxable
income will be taxable to U.S. shareholders as ordinary income. Distributions
received by tax-exempt shareholders will not be subject to federal income tax to
the extent permitted under the applicable tax exemption.

Dividends paid by the Funds are not expected to qualify for the deduction
for dividends received by corporations. Distributions of net capital gains, if
any, are taxable as long-term capital gains, regardless of how long shareholders
have held a Fund's shares and are not eligible for the dividends received
deduction. The tax treatment of dividends and distributions will be the same
whether a shareholder reinvests them in additional shares or elects to receive
them in cash.

SALES OF SHARES. Upon disposition of shares of a Fund (whether by
redemption, sale or exchange), shareholders will realize gains or losses. Such
gains or losses will be capital gains or losses if the shares are capital assets
in the shareholders' hands, and will be long-term or short-term generally
depending upon the shareholders' holding periods for the shares. Any loss
realized on a disposition will be disallowed by "wash sale" rules to the extent
the shares disposed of are replaced within a period of 61 days beginning 30 days
before and ending 30 days after the disposition. In such a case, the basis of
the shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a shareholder on a disposition of shares held by the shareholder for
six months or less will be treated as a long-term capital loss to the extent of
any distributions of capital gain dividends received by the shareholder with
respect to such shares.

BACKUP WITHHOLDING. The Funds may be required to withhold for U.S. federal
income taxes 31% of all taxable distributions payable to shareholders who fail
to provide the Funds with their correct taxpayer identification number or to
make required certifications, or who have been notified by the Internal Revenue
Service that they are subject to backup withholding. Corporate shareholders and
certain other shareholders specified in the Code generally are exempt from such
backup withholding. Backup withholding is not an additional tax. Any amounts
withheld may be credited against the shareholder's U.S. federal tax liability.

FOREIGN INVESTMENTS. Income received by the Funds from sources within
foreign countries may be subject to withholding and other taxes imposed by such
countries. Tax conventions between certain countries and the U.S. may reduce or
eliminate such taxes. In addition, the Adviser intends to manage the Funds with
the intention of minimizing foreign taxation in cases where it is

13
<PAGE>

deemed prudent to do so. If more than 50% of the value of a Fund's total assets
at the close of its taxable year consists of securities of foreign corporations,
the Fund will be eligible to elect to "pass-through" to the Fund's shareholders
the amount of foreign income and similar taxes paid by the Fund. If this
election is made, a shareholder generally subject to tax will be required to
include in gross income (in addition to taxable dividends actually received) his
pro rata share of the foreign income taxes paid by the Fund, and may be entitled
either to deduct (as an itemized deduction) his or her pro rata share of foreign
taxes in computing his taxable income or to use it (subject to limitations) as a
foreign tax credit against his or her U.S. federal income tax liability. No
deduction for foreign taxes may be claimed by a shareholder who does not itemize
deductions. Shareholders will be notified in writing within 60 days after the
close of each Fund's taxable year whether the foreign taxes paid by the Fund
will "pass-through" for that year. Absent a Fund making the election to "pass
through" the foreign source income and foreign taxes, none of the distributions
may be treated as foreign source income for purposes of the foreign tax credit
calculations.

Investment income received from sources within foreign countries may be
subject to foreign income taxes. The U.S. has entered into tax treaties with
many foreign countries which entitle certain investors to a reduced rate of tax
or to certain exemptions from tax. The Funds will operate so as to qualify for
such reduced tax rates or tax exemptions whenever practicable. A Fund may
qualify for and make an election permitted under section 853 of the Code so that
shareholders will be able to claim a credit or deduction on its Federal income
tax returns for, and will be required to treat as part of the amounts
distributed to them, their pro rata portion of the income taxes paid by the Fund
to foreign countries (which taxes relate primarily to investment income). The
shareholders of the Fund may claim a credit by reason of the Fund's election
subject to certain limitations imposed by Section 904 of the Code. However, no
deduction for foreign taxes may be claimed under the Code by individual
shareholders who do not elect to itemize deductions on their Federal income tax
returns, although such a shareholder may claim a credit for foreign taxes and in
any event will be treated as having taxable income in the amount of the
shareholder's pro rata share of foreign taxes paid by the Fund. Although each
Fund intends to meet the requirements of the Code to "pass through" such taxes,
there can be no assurance that the Funds will be able to do so.

Generally, a credit for foreign taxes is subject to the limitation that it
may not exceed the shareholder's U.S. tax attributable to his or her total
foreign source taxable income. For this purpose, if the pass-through election
is made, the source of a Fund's income will flow through to the shareholders of
the Fund. With respect to such election, gains from the sale of securities will
be treated as derived from U.S. sources. The limitation on the foreign tax
credit is applied separately to foreign source passive income, and to certain
other types of income. Shareholders may be unable to claim a credit for the
full amount of their proportionate share of the foreign taxes paid by the Funds.
The foreign tax credit is modified for purposes of the Federal alternative
minimum tax and can be used to offset only 90% of the alternative minimum tax
imposed on corporations and individuals and foreign taxes generally are not
deductible in computing alternative minimum taxable income.

OTHER TAXES. Distributions also may be subject to additional state, local
and foreign taxes, depending on each shareholder's particular situation.
Shareholders are advised to consult their own tax advisers with respect to the
particular tax consequences to them of an investment in the Funds. Shareholders
are not intitled to any preemptive rights. All shares, when issued, are fully
paid and non-assessable by the Trust. The Trust is an open-end, management
investment company, and each Fund is diversified.

PERFORMANCE INFORMATION

Each Fund may from time to time advertise total returns, compare the Fund's
performance to various indices, and publish rankings of the Fund prepared by
various ranking services. Any performance information should be considered in
light of the Fund's investment objectives and policies, characteristics and
quality of its portfolio, and the market conditions during the given time
period, and should not be considered to be representative of what may be
achieved in the future.

The total return for a Fund are computed by assuming a hypothetical initial
payments of $1,000. It is assumed that all investments are made at net asset
value (as opposed to market price) and that all of the dividends and
distributions by the Fund over the relevant time periods are invested at net
asset value. It is then assumed that, at the end of each period, the entire
amount is redeemed without regard to any redemption fees or costs. The average
annual total returns are then determined by calculating the annual rate required
for the initial payment to grow to the amount which would have been received
upon redemption. Total returns do not take into account any federal or state
income taxes.

Total return is computed according to the following formula:

P(1 + T)n = ERV

Where P= a hypothetical initial payment of $1,000.
T= average annual total return.
n= number of years.
ERV= ending redeemable value at the end of the period (or
fractional portion thereof) of a hypothetical $1,000 payment
made at the beginning of the period.

14
<PAGE>

Total returns for the Funds' and their predecessors have been as follows
for the last ten years:

<TABLE>
<CAPTION>
Growth Fund Aggressive Fund
(Year ended November 30) (Year Ended October 31)
<S> <C> <C>
1998 (.44)%(1) (20.23)%
1997 19.79% 22.89%
1996 21.46% 5.70%
1995 23.50% 43.71%
1994 2.81% 1.86%
1993 (1.22)% 11.80%
1992 8.39% (4.67)%
1991 23.53% 61.63%
1990 0.46% (15.30)%
1989 27.89% 13.54%
</TABLE>

(1) For the period December 1, 1997 to October 31, 1998

Performance information for a Fund may be compared to various unmanaged
indices, such as S&P500, Russell 2000, Russell 3000 and indices prepared by
Lipper Analytical Services. Unmanaged indices (i.e., other than Lipper)
generally do not reflect deductions for administrative and management costs and
expenses.

Performance rankings are prepared by a number of mutual fund ranking
entities that are independent of the Trust and its affiliates. These entities
categorize and rank funds by various criteria, including fund type, performance
over a given period of years, total return, variations in sales charges and
risk/reward considerations.

INDIVIDUAL RETIREMENT ACCOUNTS

The Funds have available a plan (the "IRA") for use by individuals with
compensation for services rendered (including earned income from
self-employment) who wish to use shares of the Funds as a funding medium for
individual retirement saving.

TRADITIONAL IRA. For a "Traditional IRA", except for rollover
contributions, an individual who has attained, or will attain, age 70 1/2 before
the end of the taxable year may only contribute to an IRA for his or her
nonworking spouse under age 70 1/2.
Distributions of an individual's IRA assets (and earnings thereon)
before the individual attains age 59 1/2 will (with certain exceptions)
result in an additional 10% tax on the amount included in the individual's
gross income. Earnings on amounts contributed to the IRA are not taxed until
distributed.

ROTH IRA. For a "Roth IRA", an individual may contribute to an IRA for his
or her nonworking spouse. Distributions of an individual's IRA assets (and
earnings thereon) after the age of 59 1/2 and with certain other conditions met
will not be included in the individual's gross income.

The foregoing brief descriptions are not complete or definitive
explanations of the various types of Individual Retirement Accounts. Any person
who wishes to establish a retirement plan account may do so by contacting the
Funds at 1-800-639-3935. The complete Plan documents and applications will be
provided to existing or prospective shareholders upon request, without
obligation. The Funds recommend that investors consult with their attorneys or
tax advisors.

FINANCIAL STATEMENTS

The financial statements in the 1998 Annual Reports of the predecessors of
the Funds are incorporated in this Statement of Additional Information by
reference. The financial statements in the Annual Reports have been audited by
the Funds' independent accountants to each predecessor, Hein + Associates LLP,
whose report thereon appears in the Annual Reports, and have been incorporated
herein in reliance upon such reports given upon their authority as experts in
accounting and auditing. Additional copies of the Annual Report may be obtained
at no charge by writing or telephoning the Funds at the address or number on the
front page of this Statement of Additional Information.

15
<PAGE>
PART C. OTHER INFORMATION

Item 22. FINANCIAL STATEMENTS

(1) Financial Statements included in Part A of this
Registration Statement:
Financial Highlights
(2) Financial Statements incorporated by reference in
Part B of this Registration Statement:
The financial statements and accompanying notes
and reports of independent auditors which appear
in the Annual Reports of Stonebridge Growth Fund,
Inc. and Stonebridge Aggressive Growth Fund, Inc.
for the period ended October 31, 1998.

Item 23 EXHIBITS

- (a) (1) Certificate of Trust of Registrant.

-- (a) (2) Declaration of Trust of Registrant, as amended.

- (b) By-Laws of Registrant.

- (d) (1) Form of Investment Advisory Agreement between
Registrant and Stonebridge Capital Management,
Incorporated with respect to the Stonebridge
Growth Fund.

- (d) (2) Form of Investment Advisory Agreement between
Registrant and Stonebridge Capital Management,
Incorporated with respect to the Stonebridge
Aggressive Growth Fund.

- (e) (1) Form of Distribution Agreement between Registrant
and ALPS Mutual Funds Services, Inc.

- (e) (2) Form of Administration Agreement between
Registrant and ALPS Mutual Funds Services, Inc.

(f) None.

-- (g) Custody Agreement between Registrant and The Fifth
Third Bank.

<PAGE>

- (h) (1) Form of Transfer Agency and Service Agreement
between Registrant and ALPS Mutual Funds Services,
Inc.

-- (h) (2) Sub-Transfer Agency Agreement between ALPS Mutual
Funds Services, Inc. and State Street Bank and
Trust Company.

-- (h) (3) Fund Accounting and Services Agreement between
Registrant and The Fifth Third Bank.

-- (i) Legal Opinion of Paul, Hastings, Janofsky & Walker
LLP.

--- (j) Consent of Hein + Associates LLP.

(k) None.

(l) None.

(m) None.

--- (n) Financial Data Schedules

(o) None.

- Filed with Post Effective Amendment No. 60 on August 18, 1998.
-- Filed with Post Effective Amendment No. 61 on November 1, 1998.
--- Filed herewith.

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

None.

Item 25. INDEMNIFICATION.

As permitted by Section 17(h) and (i) of the Investment Company Act of
1940 (the "1940 Act") and pursuant to Article V of the Registrant's Trust
Instrument (Exhibit 1 to the Registration Statement), Section 8 of each
Investment Advisory Agreement (Exhibits 5(a) and 5(b) to the Registration
Statement) and Section 15 of the Distribution Agreement (Exhibit 6(a) to this
Registration Statement), officers, trustees, employees and agents of the
Registrant will not be liable to the Registrant, any shareholder, officer,
trustee, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless

<PAGE>

disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.

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

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

Section 8 of each Investment Advisory Contract and Section 15 of the
Distribution Contract limit the liability of Stonebridge Capital Management,
Inc. and ALPS Mutual Funds Services, Inc., respectively, to liabilities arising
from willful misfeasance, bad faith or gross negligence in the performance of
their respective duties or from reckless disregard by them of their respective
obligations and duties under the agreements.

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

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Reference is made to "Management of the Trust" in the Prospectus
forming Part A, and "The Management of the Trust" in the Statement of Additional
Information forming Part B, of this Registration Statement.

The list required by this Item 26 of officers and directors of
Stonebridge Capital Management, Incorporated, together with information as to
any other business, profession, vocation or employment of a substantial nature
engaged in by those officers and directors during

<PAGE>

the past two years, is incorporated by reference to Schedules A and D of Form
ADV filed by Stonebridge Capital Management, Inc. pursuant to the Investment
Advisers Act of 1940, as amended (SEC File No. 801-5363).

Item 27. PRINCIPAL UNDERWRITER

(a) ALPS Mutual Funds Services, Inc. acts as
Distributor/Underwriter for various other unrelated
registered investment companies.

(b) Officers and Directors

Name and Principal Positions and Offices with Positions and Offices
Business Address* Registrant with Underwriter
- --------------------------------------------------------------------------------
<S> <C> <C>
Arthur J. L. Lucey None Chairman and Chief

Thomas A. Carter None President and Secretary

Chad Christensen None Vice President and Chief

James V. Hyatt Vice President Vice President

William N. Paston

</TABLE>

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

* All addresses are 370 Seventeenth Street, Suite 3100, Denver, Colorado
80202.

<PAGE>

Item 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained
by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder
are maintained at the offices of ALPS Mutual Funds Services, Inc., National
Financial Data Services, Fifth Third Bank and Stonebridge Capital Management,
Incorporated.

Item 29. MANAGEMENT SERVICES

Not applicable.

Item 30. UNDERTAKINGS.

(a) Registrant undertakes to call a meeting of shareholders for
the purpose of voting upon the removal of a trustee if
requested to do so by the holders of at least 10% of the
Registrant's outstanding shares.

(a) Registrant undertakes to provide the support to shareholders
specified in Section 16(c) of the 1940 Act as though that
section applied to the Registrant.

(b) Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of Registrant's latest
annual report upon request and without a charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Los Angeles, and State of California
on the day of December, 1998.

STONEBRIDGE FUNDS TRUST.

By /s/ RICHARD C. BARRETT
-----------------------------------
Richard C. Barrett
President

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

SIGNATURE TITLE DATE
<S> <C> <C>
(1) Principal Executive Officer:
/s/ RICHARD C. BARRETT
-------------------------------- Chief Executive Officer,
Richard C. Barrett President and Trustee December 31, 1998

(2) Principal Financial and Accounting Officer
/s/ DEBRA L. NEWMAN
-------------------------------- Vice President, Treasurer
Debra Newman and Trustee December 31, 1998

(3) Trustees
* MARVIN FREEDMAN Trustee December 31, 1998
* RICHARD C. BARRETT Trustee December 31, 1998
* WILLIAM H. TAYLOR II Trustee December 31, 1998
* CHARLES F. HAAS Trustee December 31, 1998
* CHARLES E. WOODHOUSE Trustee December 31, 1998
* JOHN G. AYER Trustee December 31, 1998
* SELVYN B. BLEIFER Trustee December 31, 1998
* CRAIG B. BURGER Trustee December 31, 1998

</TABLE>

*By /s/ DEBRA L. NEWMAN
-----------------------------
Debra L. Newman
Attorney-in-Fact

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

EXHIBITS

FORM N-1A

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

AND

THE INVESTMENT COMPANY ACT OF 1940

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

STONEBRIDGE FUNDS TRUST

<PAGE>

EXHIBIT INDEX

EXHIBIT
NUMBER DOCUMENT
- ------ --------
(11)(j) Consent of Hein + Associates LLP

(m) Financial Data Schedules

<PAGE>

INDEPENDENT AUDITOR'S CONSENT

We consent to the use in this Post-Effective Amendment No. 62 to the
Registration Statement (Form N-1A No. 2-12893) of our report dated December 14,
1998 on the financial statements and the per share data and ratios of
Stonebridge Growth Fund, Inc. and Stonebridge Aggressive Growth Fund, Inc.
incorporated herein by reference and to the reference made to us under the
caption "Financial Highlights" in the Prospectus and under the caption
"Investment Advisory and Other Services" in the Statement of Additional
Information.

HEIN + ASSOCIATES LLP

Denver, Colorado
December 30, 1998

<PAGE>
<ARTICLE> 6
<CIK> 0000051815
<MULTIPLIER> 1000
<NAME> STONEBRIDGE GROWTH FUND, INC.
<SERIES>
<NUMBER> 01
<NAME>STONEBRIDGE GROWTH FUND

<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 27384
<INVESTMENTS-AT-VALUE> 39614
<RECEIVABLES> 27
<ASSETS-OTHER> 55
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 39696
<PAYABLE-FOR-SECURITIES> 792
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 130
<TOTAL-LIABILITIES> 922
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23836
<SHARES-COMMON-STOCK> 2708
<SHARES-COMMON-PRIOR> 2396
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12230
<NET-ASSETS> 38774
<DIVIDEND-INCOME> 371
<INTEREST-INCOME> 221
<OTHER-INCOME> 0
<EXPENSES-NET> (583)
<NET-INVESTMENT-INCOME> 9
<REALIZED-GAINS-CURRENT> 1003
<APPREC-INCREASE-CURRENT> (1065)
<NET-CHANGE-FROM-OPS> (53)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (55)
<DISTRIBUTIONS-OF-GAINS> (7908)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 86
<NUMBER-OF-SHARES-REDEEMED> (307)
<SHARES-REINVESTED> 533
<NET-CHANGE-IN-ASSETS> (3606)
<ACCUMULATED-NII-PRIOR> (393)
<ACCUMULATED-GAINS-PRIOR> 7289
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 289
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 691
<AVERAGE-NET-ASSETS> 42260
<PER-SHARE-NAV-BEGIN> 17.69
<PER-SHARE-NII> .00
<PER-SHARE-GAIN-APPREC> (.07)
<PER-SHARE-DIVIDEND> (.02)
<PER-SHARE-DISTRIBUTIONS> (3.28)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.32
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000051815
<MULTIPLIER> 1000
<NAME> STONEBRIDGE AGGRESSIVE GROWTH FUND,Inc
<SERIES>
<NUMBER> 01
<NAME>AGGRESSIVE GROWTH FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 4522
<INVESTMENTS-AT-VALUE> 4651
<RECEIVABLES> 93
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4756
<PAYABLE-FOR-SECURITIES> 64
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 29
<TOTAL-LIABILITIES> 93
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3991
<SHARES-COMMON-STOCK> 543
<SHARES-COMMON-PRIOR> 409
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 130
<NET-ASSETS> 4664
<DIVIDEND-INCOME> 8
<INTEREST-INCOME> 38
<OTHER-INCOME> 0
<EXPENSES-NET> (150)
<NET-INVESTMENT-INCOME> (104)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (1040)
<NET-CHANGE-FROM-OPS> (1223)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (924)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 102
<NUMBER-OF-SHARES-REDEEMED> (57)
<SHARES-REINVESTED> 90
<NET-CHANGE-IN-ASSETS> (765)
<ACCUMULATED-NII-PRIOR> (931)
<ACCUMULATED-GAINS-PRIOR> 1228
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 52
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 192
<AVERAGE-NET-ASSETS> 5198
<PER-SHARE-NAV-BEGIN> 13.27
<PER-SHARE-NII> (.37)
<PER-SHARE-GAIN-APPREC> (2.07)
<PER-SHARE-DIVIDEND> .00
<PER-SHARE-DISTRIBUTIONS> (2.24)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.59
<EXPENSE-RATIO> 2.90
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>