STONEBRIDGE AGGRESSIVE GROWTH FUND INC, N-1/A, 1998-08-18

STONEBRIDGE AGGRESSIVE GROWTH FUND INC
N-1/A, 1998-08-18

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<PAGE>

As filed with the Securities and Exchange Commission on August 14, 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. 60
And
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 60
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STONEBRIDGE FUNDS TRUST
(which by this Amendment is adopting and succeeding to the Registration
Statement under the Investment Company Act of 1940 of Stonebridge Aggressive
Growth Fund, Inc. (file no. 811-00749), and adopting and succeeding to the
Registration Statement under the Securities Act of 1933 of Stonebridge Growth
Fund, Inc. (file no. 2-15893) and Stonebridge Aggressive Growth Fund, Inc.
(file no. 2-12893) for all purposes, including for purposes of calculating
registration fees pursuant to Rule 24f-2 under the Investment Company Act of
1940)
(Exact name of registrant as specified in its charter)

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)
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
X 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 securities being registered: Shares of Beneficial Interest,
$1.00 par value.

<PAGE>

- --------------------------------------------------------------------------------
STONEBRIDGE FUNDS TRUST

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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<S> <C>
PART A --

Item:
1. Cover Page Cover Page
2. Synopsis Annual Fund Expenses
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant What are the Funds?; Objectives and Investment Policies
5. Management of the Fund Management of the Funds - Board of Trustees; Investment
Adviser;
Administrator; The Distributor; The Custodian; The
Transfer Agent
6. Capital Stock and Other Securities Distributions and Taxes
7. Purchases of Securities Being Offered Cover Page; How to Invest
8. Redemption or Repurchase How to Redeem Fund Shares; General Account Policies
9. Pending Legal Proceedings Inapplicable

PART B -- STATEMENT OF ADDITIONAL INFORMATION CAPTION

Item:
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Inapplicable
13. Investment Objectives and Policies Investment Objectives and Policies; Brokerage
Transactions
14. Management of the Fund Management of the Trust
15. Control Persons and Principal Holders of
Securities Management of the Trust
16. Investment Advisory and Other Services Investment Advisory and Other Services
17. Brokerage Allocation and Other Policies Brokerage Transactions
18. Capital Stock and Other Securities Inapplicable
19. Purchases, Redemption and Pricing of
Securities Being Offered Pricing
20. Tax Status Taxation
21. Underwriters Inapplicable
22. Calculation of Performance Data Performance Information
23. 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.
</TABLE>

<PAGE>

STONEBRIDGE FUNDS

OFFICERS AND DIRECTORS

Richard C. Barrett, CHAIHRMAN, BOARD OF TRUSTEES AND PRESIDENT
Dr. John G. Ayer, TRUSTEE
Debra L. Newman, VICE PRESIDENT, TREASURER AND TRUSTEE
Charles E. Woodhouse , VICE PRESIDENT AND TRUSTEE
Craig B. Burger, VICE PRESIDENT AND TRUSTEE
Selvyn B. Bleifer, M.D., TRUSTEE
Marvin Freedman, TRUSTEE
Charles F. Haas, TRUSTEE
William H. Taylor, II, TRUSTEE
Chad S. Christensen, VICE PRESIDENT
James V. Hyatt, 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 8020-5631

TRANSFER AGENT
National Financial Data Services
1004 Baltimore
Kansas City, Missouri 64105-1807

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

STONEBRIDGE FUNDS

370 17th Street, Suite 3100
Denver, Colorado 80202

PROSPECTUS
NOVEMBER 1, 1998

<PAGE>

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

(800) 639-3935

STONEBRIDGE GROWTH FUND
STONEBRIDGE AGGRESSIVE GROWTH FUND

PROSPECTUS

This prospectus describes two diversified equity portfolios (the "Funds")
offered by the Stonebridge Funds Trust, an open-end investment company (the
"Trust"). The Funds are no-load investments that allow you to buy and sell
shares at net asset value.

Stonebridge Growth Fund is a series of the Trust. Its investment objectives are
long-term growth of capital and increased future income through investment
primarily in common stocks. The Fund uses certain other investment techniques
in an effort to enhance income and reduce market risks.

Stonebridge Aggressive Growth Fund is a series of the Trust. Its principal
objective is long-term growth of capital. A secondary consideration is the
production of short-term income. In order to achieve its investment objectives,
the Fund invests in securities of companies which appear to have good prospects
for increased earnings and dividends and uses certain other investment
techniques in an effort to enhance income and reduce market risks.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INVESTOR IS ADVISED TO READ THIS PROSPECTUS
AND TO RETAIN IT FOR FUTURE REFERENCE.

THIS PROSPECTUS SETS FORTH BASIC INFORMATION THAT INVESTORS SHOULD KNOW ABOUT
THE FUNDS PRIOR TO INVESTING AND SHOULD BE RETAINED FOR FUTURE REFERENCE. A
STATEMENT OF ADDITIONAL INFORMATION DATED November 1, 1998 HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS HEREBY INCORPORATED BY
REFERENCE. A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION IS AVAILABLE
UPON REQUEST AND WITHOUT CHARGE BY WRITING OR CALLING THE TRUST.

This Prospectus is dated November 1, 1998

1
<PAGE>

TABLE OF CONTENTS

Annual Fund Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

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

Objectives and Investment Policies. . . . . . . . . . . . . . . . . . . . . 8

Management of the Funds . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Reports to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Distributions and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 18

How to Invest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

How to Redeem Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . 21

General Account Policies. . . . . . . . . . . . . . . . . . . . . . . . . . 23

2
<PAGE>

ANNUAL FUND EXPENSES

This table and example is designed to assist shareholders in understanding the
various fees and expenses associated with investing in the Funds. Actual
expenses may be greater or less than those shown.

SHAREHOLDER TRANSACTION EXPENSES are charges you pay when buying, exchanging, or
selling shares of the Funds. ANNUAL FUND OPERATING EXPENSES, which are based
on the amounts incurred by the predecessors of the Funds, for the years ended
October 31, 1997 and November 30, 1997, are paid out of the Funds' assets and
include fees for portfolio management, maintenance of shareholder accounts,
general fund administration, shareholder servicing, accounting and other
services. For more complete descriptions of shareholder transaction expenses
and the Funds' operating expenses, see "General Account Policies" and
"Management of the Funds" in this prospectus and the financial statements and
related notes included in the Statement of Additional Information.

If you own shares through certain service organizations, you may pay account
charges in connection with the maintenance of your account at the service
organization. These account charges are in addition to the expenses shown
below.

STONEBRIDGE STONEBRIDGE
SHAREHOLDER TRANSACTION EXPENSES GROWTH FUND AGGRESSIVE GROWTH FUND
----------- ----------------------
<S> <C> <C>
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price) none none
Maximum Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds, as applicable) none none
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) none none
Redemption Fees (as a percentage of amount redeemed, if applicable)* none none
Exchange Fee none none

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Management Fees (after fee deferral)** .50% .15%
12b-1 Fees none none
Other Expenses (audit, legal, stockholder services, transfer agent
custodian, and miscellaneous) 1.00% 2.75%
Total Fund Operating Expenses (after fee deferral)** 1.50% 2.90%

*A $10 per transaction fee may be imposed on redemption by wire transfer.
**The investment adviser has agreed to defer its management fees, subject to
possible later reimbursement. Management fees would have been 0.75% and 1.00%
and total fund operating expenses would have been 1.75% and 3.60% without such
deferral
- ------------------------------------------------------------------------------
</TABLE>

Example: Assume you invest $1,000, the annual return of each Fund is 5%, and
each Funds' annual operating expenses remain as listed listed above. The example
below shows the operating expenses that you would indirectly bear as a investor
in the Funds.
<S> <C> <C>
1 YEAR $15 $29
3 YEARS $48 $91
5 YEARS $82 $155
10 YEARS $180 $326
</TABLE>

Use of this assumed annual return is mandated by the Securities and Exchange
Commission and is not intended to be an illustration of past or future
investment results. THE EXAMPLE SHOWN ABOVE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES.

3
<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
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 six months ended May 31, 1998 was prepared by the
predecessor to the Fund and is unaudited. Further information about the
performance of the Fund is contained in the Fund's latest Annual Report and
Semi-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

SIX MONTHS FISCAL YEARS ENDED
ENDED MAY 31 NOVEMBER 30,
------------ ------------

1998(1) 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) .05 .02 .10 .17 .07 .06
NET GAINS OR LOSSES ON SECURITIES
(BOTH REALIZED AND UNREALIZED) 1.15 2.90 2.83 2.34 .29 (.19)
---------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 1.20 2.92 2.93 2.51 .36 (.13)
---------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
DIVIDENDS (FROM NET INVESTMENT INCOME) (.22) (.28) (.17) (.07) (.07) (.15)
DIVIDENDS (FROM CAPITAL GAINS) (2.69) (1.51) (.56) (.69) (.30) (1.88)
---------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR $15.98 $17.69 $16.56 $14.36 $12.61 $12.62
---------------------------------------------------------------------------------
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TOTAL RETURN 8.17% 19.79% 21.46% 23.50% 2.81% (1.22)%
---------------------------------------------------------------------------------
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RATIOS AND SUPPLEMENTAL DATA:
NET ASSETS, END OF PERIOD (IN 000S): $43,668 $42,380 $39,602 $34,775 $30,775 $32,448
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
RATIO OF OPERATING EXPENSES
TO AVERAGE NET ASSETS 1.61%***+ 1.50% 1.47% 1.49% 1.64% 1.60%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
RATIO OF NET INVESTMENT INCOME
TO AVERAGE NET ASSETS .14%+ .11% .67% 1.27% .53% .50%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
PORTFOLIO TURNOVER RATE* 11% 41% 45% 38% 36% 56%
---------------------------------------------------------------------------------
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AVERAGE COMMISSION RATE PAID** $.1089 $.1221 $.1359 - - -
---------------------------------------------------------------------------------
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</TABLE>

(1)This data is unaudited.
* 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.
** Per share. For fiscal years beginning on or after September 1, 1995, a fund
is required to disclose its average commission rate for security trades on which
commissions are charged.
***Subsequent to May 31, 1998, the investment adviser began deferring fees to
ensure the Fund's operating expenses do not exceed 1.50% for the year ended
November 30, 1998.
+ Annualized

4
<PAGE>

(CONTINUED)

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%
------------------------------------------------------------------
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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%
------------------------------------------------------------------
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PORTFOLIO TURNOVER RATE* 45% 22% 64% 83% 32%
------------------------------------------------------------------
------------------------------------------------------------------
AVERAGE COMMISSION RATE PAID** - - - - -
------------------------------------------------------------------
------------------------------------------------------------------
</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.
**Per share. For fiscal years beginning on or after September 1, 1995, a fund
is required to disclose its average commission rate for security trades on which
commissions are charged.

5
<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 1997 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. The information for the six months ended April
30, 1998 was prepared by the predecessor to the Fund and is unaudited.
Further information about the performance of the Fund is contained in the
Fund's latest Annual Report and Semi-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

SIX MONTHS FISCAL YEARS ENDED
ENDED APRIL 30 OCTOBER 31,
-------------- -----------

1998 (1) 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) .53 (.20) (.17) (.26) (.29) (.21)
NET GAINS OR LOSSES ON SECURITIES
(BOTH REALIZED AND UNREALIZED) (.02) 2.83 .90 4.51 .55 1.56
--------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS .51 2.63 .73 4.25 .26 1.35
--------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
DIVIDENDS (FROM NET INVESTMENT INCOME (.58) -- -- -- -- --
DIVIDENDS (FROM CAPITAL GAINS) (1.66) (2.55) (1.51) (.52) (2.09) (.86)
--------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR $11.54 $13.27 $13.19 $13.97 $10.24 $12.07
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TOTAL RETURN 7.20% 22.89% 5.70% 43.71% 1.86% 11.80%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA:
NET ASSETS, END OF PERIOD (IN 000S): $6,133 $5,428 $4,539 $4,151 $2,992 $3,024
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
RATIO OF OPERATING EXPENSES
TO AVERAGE NET ASSETS 3.86***+ 2.90% 2.29% 3.10% 3.51% 2.81%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
RATIO OF NET INVESTMENT INCOME
TO AVERAGE NET ASSETS (2.76)%+ (1.62)% (1.26)% (2.10)% (2.86)% (1.82)%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PORTFOLIO TURNOVER RATE* 44% 88% 108% 60% 43% 50%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AVERAGE COMMISSION RATE PAID** $.1272 $.1044 $.1248 - - -
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>

(1) This data is unaudited.
*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.
**Per share. For fiscal years beginning on or after September 1, 1995, a fund
is required to disclose its average commission rate for security trades on which
commissions are charged.
***Subsequent to April 30, 1998, the investment adviser began deferring fees to
ensure the Fund's operating expenses do not exceed 2.90% for the year ended
October 31, 1998.
+Annualized

6
<PAGE>

(CONTINUED)

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%
------------------------------------------------------------------
------------------------------------------------------------------
AVERAGE COMMISSION RATE PAID** - - - - -
</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, upon demand of
an investor, the Funds have a legal duty to redeem their shares held by the
investor and to pay the investor the net asset value of the shares. See "How to
Invest" and "General Account Policies." The Trust is a type of management
company commonly known as a mutual fund.

The purpose of each Fund is to provide investors with opportunities to acquire
an interest in a comprehensive common stock program under the continuous
supervision of impartial and experienced professional investment management.
Investment companies operate in accordance with their objectives and policies.
The Funds' investment objectives and policies are set forth below under
"Objectives" and "Investment Policies."

With respect to the purchase and sale of investments, the Funds receive
investment advice and other services from Stonebridge Capital Management,
Incorporated (the "Adviser"), which is paid a fee pursuant to its contract with
the Trust approved by the shareholders. See "Investment Adviser" for a
discussion of the Adviser. The Funds pay costs including custodian, 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 earn dividend or interest
income to the extent that it receives dividends and interest from its
investments.

The Funds offers their shares to the public at net asset value on a continuous
basis.

OBJECTIVES AND INVESTMENT POLICIES

STONEBRIDGE GROWTH FUND

Stonebridge Growth Fund (the "Growth Fund") principally seeks long term growth
of capital and increased future income through investment primarily in common
stocks. Immediate income return is a secondary consideration. In order to
achieve its investment objectives, the Growth Fund invests primarily in the
common stocks of those companies that, based upon in-depth fundamental research,
appear to have the potential to achieve growth in sales, earnings per share, and
ultimately in dividends at a rate greater than that of the overall economy and
the rate of inflation.

The Adviser believes that companies that are able to achieve above average
records of growth will eventually be rewarded by higher prices for their stocks.
These companies may be large or small and there are no restrictions on the
market capitalization of a company in which the Growth Fund may invest. However,
investors should be aware that during periods of poor economic performance or
adverse market conditions, common stocks and hence the per share value of the
Growth Fund may not reflect favorable

8
<PAGE>

earnings trends. In addition, the securities of smaller companies may be subject
to more volatile market movements and greater risk than the securities of more
well-established companies.

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. Generally, a company that has 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. Fundamental valuation measures are used to determine
the best relative values given present market prices of stocks being considered
for the Growth Fund.

The Growth Fund's investment policy is based upon the conviction of management
that the long-term growth and prosperity of American business will continue.
Management seeks to attain the objectives of the Growth Fund primarily through
the ownership of securities of companies which possess potential growth in the
years ahead or appear to have good prospects for increased earnings and
dividends and through the use of certain other investment techniques in an
effort to enhance income and reduce market risks. There can be no assurance that
these objectives will be achieved since all investments are subject to risk in
varying degrees. Such objectives are a fundamental policy which can be changed
by the Board of Trustees of the Trust only with approval of the shareholders.

It is the policy of the Growth Fund, which may not be changed without
approval of a majority of the outstanding voting securities of the Growth
Fund, to diversify its investments and not to concentrate its assets in any
one industry. Diversification and non-concentration tend to reduce, though
they do not eliminate, the market risk inherent in all securities. At the
same time they broaden investment opportunities.

While it is the general policy of the Growth Fund to be fully invested in common
stocks, under certain circumstances investments may be made in other types of
securities such as convertible and non-convertible bonds, preferred stocks,
stock index and foreign currency futures, options on stocks and stock indexes,
American Depository Receipts and securities of investment companies and foreign
issuers. The policy of the Growth Fund is that neither investments in bonds nor
investments in preferred stocks will exceed 5% of the Growth Fund's total
assets. For a discussion of the Growth Fund's investments in futures, options,
American Depository Receipts and securities of foreign issuers, see "Foreign
Investments" and "Hedging and Income Enhancement Strategies" below.

In addition, 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 Fund. 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.

9
<PAGE>

STONEBRIDGE AGGRESSIVE GROWTH FUND

Stonebridge Aggressive Growth Fund (the "Aggressive Fund") principally seeks
long-term growth of capital. The production of short-term income is a secondary
consideration. In order to achieve these objectives, management obtains 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 Adviser seeks to attain the objectives of the Aggressive Fund primarily
through the ownership of securities of companies which appear to have good
prospects for superior earnings growth. In order to achieve its growth
objective, the Aggressive Fund will often invest in small capitalization
companies which the Adviser believes may have higher growth rates than larger
companies. There can be no assurance that these objectives will be achieved
since all investments are subject to risk in varying degrees. Such investment
policies can be changed by the Board of Trustees of the Trust.

It is a policy of the Aggressive Fund, which may not be changed without approval
of a majority of the outstanding voting securities of the Aggressive Fund, to
diversify its investments and not to concentrate its assets in any one industry.
Diversification and non-concentration tend to reduce, though they do not
eliminate, the market risk inherent in all securities. At the same time they
broaden investment opportunities.

The Aggressive Fund is not restricted to investment in companies of any
particular size, and it will often invest in smaller growth companies as well as
established companies. The securities of smaller companies may be subject to
more volatile market movements and greater risk than the securities of more
established companies. The Adviser believes that proper diversification will
tend to ameliorate the higher volatility. The Fund does not usually invest in
stocks which are not listed on an exchange or on the NASDAQ National Market
System.

It is the general policy of the Aggressive Fund to remain fully invested in
common stocks. However, under certain circumstances, investments may be made in
other types of securities such as convertible bonds, preferred stocks, American
Depository Receipts, futures and options. There may also be times when, in
order to protect and preserve the assets of the Aggressive Fund, the Adviser may
hold significant portions of the Aggressive Fund's assets in cash, money market
funds or short-term U.S. Treasury securities, or make investments in those
industries which will best afford such protection.

OTHER INVESTMENT POLICIES

Neither Fund may invest an amount which exceeds 5% of the value of its total
assets in the securities of any one issuer. This restriction does not apply to
holdings of Government securities. In no event will more than 25% of either
Fund's assets be invested in any one industry (other than the U.S. Government).

The Funds do not trade actively for quick profits; however, changes are made in
the portfolios whenever such action appears advisable to the Adviser. During
periods of broad economic growth, emphasis is placed on seeking investments in
leading companies in those industries that are expected to lead the expansion.
During periods when the economy is sluggish, emphasis is placed on seeking to
invest in companies

10
<PAGE>

selected because of their individual prospects for improved earnings. The
Adviser has approached these decisions with essentially the point of view of
long-term investing but securities may occasionally be sold for investment
reasons even though they have been held for short periods. Therefore, there may
be a limited number of short term transactions. This flexibility gives the
Adviser freedom to adjust the Funds' portfolios to changing business conditions.
Because of this policy, it is anticipated that 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. 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. The
rate of portfolio turnover for the Funds for the most recent years and for prior
years appears in the table of Financial Highlights above. Brokerage costs to
the Funds are normally commensurate with the rate of activity in the portfolios.
The investor should consider the tax consequences of these policies as discussed
in the section "Distribution and Taxes" below.

Maintaining the purchasing power of the capital of the Funds is an important
consideration of management in the determination of investment policy, but there
can be no assurance that investors in the Funds will be protected from the
effects of inflation. The principal risk factor generally attendant to
investment in an investment company with investment policies and objectives
similar to those of the Funds is the market risk inherent in investment in the
underlying securities in which the Funds invest. An additional risk factor
peculiar to investment in the Funds arises from the fact that long-term growth
is sought by the Funds at the possible expense of short-term profits.

COMMON STOCKS. 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 it is probable that there will be periods
when the net asset value of the Funds will decline. Diversification and
temporary reserves can be expected to reduce the risks inherent in investing in
common stocks but will not eliminate such risk. Accordingly, investors should be
prepared and able to maintain their investment in the Fund during periods when
the market declines.

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

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.

Securities of closed-end investment companies investing in foreign securities
may be acquired by the Funds within the limits prescribed by the Investment
Company Act of 1940. Each Fund currently intends to limit such investments so
that, immediately after such investment: (a) not more than 5% of the value of
its total assets will be invested in the securities of any one investment
company; (b) not more than 10% of the value

11
<PAGE>

of its total assets will be invested in the aggregate in securities of
investment companies as a group; and (c) not more than 3% of the outstanding
voting stock of any one investment company will be owned by each of the Funds.
The Funds will invest in closed-end investment companies only in furtherance of
their investment objectives. Growth in appreciation and dividends in foreign
markets sometimes occurs at a faster rate than in domestic markets. The ability
of the Funds to invest in closed-end investment companies that invest in foreign
securities provides, indirectly, greater variety and added expertise with
respect to investments in foreign markets than if the Funds invested directly in
such markets. Such companies themselves, however, may have policies that are
different from those of the Funds and will bear management and other expenses of
the same type as those paid by the Funds that may be greater or lesser in amount
than those paid by the Funds. No adjustments will be made to the advisory fee
with respect to assets of the Funds invested in such investment companies.

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.

HEDGING AND INCOME ENHANCEMENT STRATEGIES. 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.

OPTIONS TRANSACTIONS. Each Fund may write covered put and call options on
stocks and stock indexes to attempt to increase the return on its investments
through the receipt of premium income. Each Fund also may write put options and
purchase call options on stocks and stock indexes 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 wishes 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.

12
<PAGE>

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, 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 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.

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 are 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 maintain 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 they are replaced by other
appropriate securities.

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.

FUTURES TRANSACTIONS AND OPTIONS ON FUTURES. Each Fund may purchase and sell
stock index and foreign currency futures contracts (as well as purchase and sell
related options on such futures contracts) as a hedge against changes resulting
from market conditions and exchange rates in the values of the domestic and
foreign securities held by the Fund or which it intends to purchase and where
the transactions are economically appropriate for the reduction of risks
inherent in the ongoing management of the Fund. 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

13
<PAGE>

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.

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.)

RISKS INHERENT IN TRANSACTIONS IN OPTIONS AND FUTURES CONTRACTS. 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. If the
Adviser judges these factors incorrectly, or if price changes in a Fund's
futures or options positions are not well correlated with its other investments,
use of the futures contracts and options may leave the Fund in a worse position
than if it had not used these strategies. Other risks inherent in the use of
options, foreign currency and stock index futures contracts and options on
futures contracts include the fact that skills needed to use these strategies
are different from those needed to select portfolio securities, the imperfect
correlation between movements in the price of the options and futures contracts
and movements in the price of the securities or currencies which are the subject
of the hedge, the possible absence of a liquid secondary market for any
particular instrument at any time and the possible need to defer closing out
certain hedged positions to avoid adverse tax consequences.

CURRENCY EXCHANGE CONTRACTS. The AggressiveFund 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 hedging depends 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 and will not use currency exchange contracts for
speculative purposes.

14
<PAGE>

MANAGEMENT OF THE FUNDS

ORGANIZATION 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 interest of the
respective Fund. Shareholders of the Funds have rights and privileges similar
to those of corporate shareholders.

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.

Prior to November 1, 1998, the Funds were organized as individual Delaware
corporations. The Aggressive Fund and the Growth Fund were originally organized
on October 1, 1956 and November 13, 1958, respectively.

BOARD OF TRUSTEES

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
(apart from the Adviser's duties as investment adviser) are delegated to the
Administrator, subject always to the objectives and policies of the Funds and
the general supervision of the Board of Trustees.

INVESTMENT ADVISER

Stonebridge Capital Management, Incorporated, 1801 Century Park East, Suite
1800, Los Angeles, California 90067, is retained as the Adviser to the Funds
pursuant to written Investment Advisory Agreements (the "Agreements"). The
Agreements were approved by the Board of Trustees on August 25, 1998.

The Agreements require the Adviser to supervise the investment of the assets of
the Funds, and place 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. In doing so, the Adviser is to obtain and evaluate
information, reports and studies, some or all of which may be provided to the
Adviser by the securities broker/dealers that execute securities transactions
for the Funds, for which their compensation may consist solely of the brokerage
commissions paid by the Funds.

As a consideration for furnishing such services, the Agreements provide that the
Adviser will receive 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

15
<PAGE>

assets. The Adviser has agreed that it will 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; any unreimbursed Fund expenses borne by
the Adviser in any fiscal year pursuant to this limitation will be reimbursed to
the Adviser at any year in the future if, after the reimbursement, the expenses
of the Growth or Aggressive Fund for such year are less than 1.50% and 2.90%,
respectively, of its average net assets.

During the following respective fiscal years of the predecessors of the Funds,
the Adviser received fees in the following amounts:

November 30,
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Growth Fund
Total $173,492 $101,700 $97,356
% of Net Assets .41% .30% .30%

October 31,
1997 1996 1995
---- ---- ----
Aggressive Fund
Total $33,293 $25,253 $17,491
% of Net Assets .60% .50% .50%
</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.

The Adviser is owned by seven of its employees. Richard C. Barrett, Chairman of
the Board and Vice President of the Fund 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, President of the Fund, has been
primarily responsible for the day-to-day management of the Aggressive Fund and
its predecessor since July 1998. Although the organizational arrangements of
the Adviser do not require that all investment decisions be made by committee,
it is the practice of the Adviser to make such decisions by committee.

ADMINISTRATOR

ALPS Mutual Funds Services, Inc., 370 17th Street, Suite 3100, Denver, Colorado
80202, ("ALPS") has been the Administrator of the Trust and its predecessor
since 1997. The Administration Agreement was approved by the Board of Trustees
on August 25, 1998.

The Administration Agreement provides that ALPS will supervise and manage the
business of the Funds subject to the direction and control of the officers and
Trustees of the Trust. This responsibility requires that

16
<PAGE>

ALPS provide certain services and facilities including, but not limited to, the
services of an administrator for the Funds and other personnel required by the
Funds, office space, furniture, equipment, supplies, files and records,
supervision of the maintenance of the books and records of the Funds, and the
supervising of the relationship between the Trust and its shareholders,
custodian, fund accounting agent, transfer agent and others, including the
preparation of registration statements and proxy material.

The Administration Agreement provides that it will remain in force and effect
until July 31, 2000 and will continue thereafter from year to year provided that
its continuance is specifically approved at least annually by a majority of the
Trustees. The Administration Agreement may be terminated for cause during its
initial term and thereafter may be terminated without penalty at any time by the
Trustees or by the Administrator upon ninety days written notice.

As consideration for furnishing such administration services, the Administration
Agreement provides that ALPS will receive a monthly management 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. At
all times ALPS' fee will be no less than $6,250 per month per Fund.

THE 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.

THE CUSTODIAN

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

THE TRANSFER AGENT

The Funds' transfer agent and dividend disbursing agent is National Financial
Data Services, 1004 Baltimore, Kansas City, Missouri 64105.

REPORTS TO SHAREHOLDERS

The Trust will send a statement of account to all shareholders quarterly and a
confirmation after every transaction that affects share balance or account
registration with the exception of automatic investment plan transaction and
dividend reinvestment transactions. These transactions are reflected on a
statement which is sent to shareholders on a quarterly basis. A statement with
tax information will be mailed to all shareholders by January 31 of each year
and filed with the Internal Revenue Service.

Each year, the Trust will send an annual and a semi-annual report to all
shareholders. The annual report includes audited financial statements and a
list of portfolio securities as of the fiscal year end. The semi-annual report
includes unaudited financial statements for the first six months of the fiscal
year, as well as a list of portfolio securities at the end of the period.
Investors should read these materials carefully to help

17
<PAGE>

understand investments in the Funds. Accounts opened through qualified
broker/dealers, banks or other institutions ("Service Organizations") may
receive certain reports, including account statements directly from the Service
Organization. For more information see section "General Account Policies" in
this prospectus.

- --------------------------------------------------------------------------------
Confirmations The Trust will mail to shareholders a transaction
report any time shares are purchased, redeemed or
exchanged.
- --------------------------------------------------------------------------------
Quarterly Confirmations At the end of each calendar quarter the Trust will
send to shareholders a transaction report to show
the year-to-date activity in their account.
- --------------------------------------------------------------------------------
Financial Statements The Trust will mail to shareholders a semi-annual
report in June and an audited annual report in
December 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 to shareholders FORM 1099-DIV
and/or 1099-B in January for any dividends
shareholders received or redemptions in their
account. In addition, other tax forms will be
sent to shareholders as required by the Internal
Revenue Service. All tax forms are filed with the
Internal Revenue Service.
- --------------------------------------------------------------------------------
Prospectus The Trust will mail an updated prospectus to
shareholders in February
or as updated.
- --------------------------------------------------------------------------------

Duplicate mailings of Fund materials to shareholders who reside at the same
address may be eliminated.

DISTRIBUTIONS AND TAXES

TAX QUALIFICATION OF THE FUNDS

Each Fund has qualified and intends to continue to qualify and elect to be taxed
as a "regulated investment company" under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"). In any fiscal year in which a Fund so
qualifies and distributes at least 90% of its taxable net investment income, the
Fund will be relieved of Federal income tax on the net investment income and net
realized capital gains distributed to shareholders. One of the requirements a
Fund must meet in order to qualify under Subchapter M as a regulated investment
company is that at least 90% of the Fund's gross income be derived from certain
sources, which include dividends, interest, payments with respect to securities,
loans and gains from the sale or other disposition of stock or securities. In
addition the Fund must meet certain asset diversification requirements.

DISTRIBUTIONS

The Funds' income from dividends and interest and any net realized short-term
capital gains is paid to shareholders as income dividends each December. The
Funds realize capital gains whenever they sells securities for a higher price
than they paid for them. Net realized medium-term and long-term gains are paid
to shareholders as capital gain dividends each December. A dividend will reduce
the net asset value of a Fund share by the amount of the dividend.

18
<PAGE>

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

A 4% non-deductible excise tax is imposed on a regulated investment company
which fails to distribute to its shareholders a specified amount of its taxable
ordinary income and capital gains during a calendar year.

Dividends from net investment income are taxable to the shareholders as ordinary
income and are generally eligible, in the case of corporations, for the 70%
deduction for corporate shareholders provided by the Code. Capital gains
distributions do not qualify for such exclusion. For the predecessors of the
Growth Fund, 100% of the dividends paid for fiscal year end November 30, 1997
was eligible for such exclusion. For the predecessors of the Aggressive Fund
there were no dividends paid from investment income for the year ended October
31, 1997.

Shareholders who are citizens or residents of the United States pay federal
taxes at capital gains rates on long-term capital gains which are distributed to
them, whether or not reinvested in the Funds, and regardless of the period of
time that such shares have been owned by the shareholders. Advice as to the tax
status and amount of each year's dividends and distributions will be mailed
annually.

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.

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. ALPS Mutual Funds
Services, Inc. is the distributor for the Funds and its principal office is
located at 370 17th Street, Suite 3100, Denver, CO 80202.

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.

19
<PAGE>

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 bank Account Application or Account Options form to have money
account) automatically withdrawn from your bank account ($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 Funds 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
(from your bank $100 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.

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 an account $100 $250
</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.

20
<PAGE>

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. Your shares will be redeemed at the current-day closing price
if you call before the NYSE close (normally, 4:00 p.m. Eastern Time on a
business day). Otherwise, you will receive the closing price on the next
business day. Redemption proceeds generally will be sent by check to the
shareholder(s) of record at the address of record within 7 days after receipt of
a valid redemption request.

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

Payment may be postponed or the right of redemption suspended at times when the
New York Stock Exchange is closed for other than customary weekends and
holidays, when trading on such 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.

21
<PAGE>

If you have selected the Systematic Withdrawal Plan, your redemption proceeds
will be electronically transferred 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, the Funds 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.

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

The Funds have filed an election pursuant to Rule 18f-1 under the Investment
Company Act of 1940 which provides that a Fund is obligated to redeem shares
solely in cash up to $250,000 or 1% of the Fund's net asset value, whichever is
less, for any one shareholder within a 90-day period. Any redemption beyond
this amount may be made in proceeds other than cash.

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. (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 that which is on record;
- state the number or dollar amount of shares to be
redeemed;
- include your account number and tax identification number.

22
<PAGE>

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 in
the event there is an insufficient amount remaining). 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. See discussion in "General Account Policies".

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 require. Service Organizations may also impose charges, restrictions,
transaction procedures or cut-off times different from those applicable to
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. Such 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.

23
<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 or calling 1-800-639-3935.

Prior to purchasing shares of a Fund, the impact of dividends or capital gains
distributions which have been declared but not paid should be carefully
considered. Any such dividends or capital gains distributions paid to an
investor shortly after the purchase of shares by the investor will have the
effect of reducing the per share net asset value of the 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
1004 Baltimore
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 Fund, and, may be charged by your financial
institution). Please see redemption section above.

INVOLUNTARY REDEMPTIONS

The Trust reserves the right to close an account if the shareholder is deemed to
engage in activities which are illegal or otherwise believed to be detrimental
to either Fund. In the case of activity believed to be detrimental to the
Trust, we will provide written notice to you or your Service Organization
representative prior to closing your account.

PRICE OF FUND SHARES

All purchases, redemptions and exchanges will be processed at the net asset
value ("NAV") next calculated after your request and payment, if required, are
received by the transfer agent in proper form. The Funds' NAV is determined by
the Administrator as of the close of regular trading on the New York Stock
Exchange (the "NYSE"), normally 4:00 p.m. (Eastern time), on each day that the
NYSEis open.

In order to receive a day's price, your order must be received by the transfer
agent by the close of regular trading on the NYSE on that day. If not, your
request will be processed 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.

24
<PAGE>

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.

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. Debt securities with maturities of 60 days
or less are valued at amortized cost, which generally equals market value.

REDEMPTION OF LOW BALANCE ACCOUNTS

If your account balance falls below $1,000 in the Growth Fund and $250 in
Aggressive Fund as a result of redemption, a letter will be sent 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 the action is not taken within 90 days after notice, your account may
be closed and the proceeds sent to you at the address of record. The Trust
reserves the right to increase investment minimums.

REGISTRATION CHANGES

To change the name on an account, the shares are generally transferred to a new
account. In some cases, legal documentation may be required. 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

A shareholder owning $10,000 or more shares of a Fund at net asset value 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 the shareholder's account to
meet the payment amounts requested. If redemptions exceed dividends and capital
gains distributions, participants will eventually deplete their investments,
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. An
authorization form may be obtained 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.

25
<PAGE>

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*:

- 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 the last 30 days of the redemption request without a signature
guarantee.

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

TELEPHONE TRANSACTIONS

You may choose to 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

26
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

STONEBRIDGE FUNDS TRUST
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 the 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 November 1, 1998 (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.

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

Management of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . . .6

Investment Advisory and Other Services . . . . . . . . . . . . . . . . . . .7

Brokerage Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Redemptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Pricing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Year 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . . 11

Individual Retirement Accounts . . . . . . . . . . . . . . . . . . . . . . 12

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

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.

NOVEMBER 1, 1998

1
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

Information concerning the Funds' fundamental investment objectives is set
forth in the Prospectus under the heading "Objectives and Investment Policies."
In order to achieve their investment objectives, the Funds invests in securities
of companies which appear to have good prospects for increased earnings and
dividends and they use certain other investment techniques in an effort to
enhance income and reduce market risks.

OPTIONS AND FUTURES TRANSACTIONS

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.

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. 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.

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

2
<PAGE>

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.

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.

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 in 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.

The Funds will sell stock index futures contracts in order to offset a
decrease in market value of its portfolio securities that might otherwise
result from a market decline. A Fund may do so either to hedge the value of
the portfolio as a whole, or to protect against declines, occurring prior to
sales of securities, in the value of the securities to be sold. Conversely, a
Fund will purchase stock index futures contracts in anticipation of purchases
of securities. In a substantial majority of these transactions, a Fund will
purchase such securities upon termination of the long futures positions, but
a long futures position may be terminated without a corresponding purchase of
securities.

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.

RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS. 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

3
<PAGE>

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.

BANK CERTIFICATES OF DEPOSIT AND BANKERS' ACCEPTANCE

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.

REPURCHASE AGREEMENTS

4
<PAGE>

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.

SHORT-TERM TREASURY SECURITIES

The Funds may invest in US Treasury bills, which mature in one year or
less, have fixed interest rates, and are guaranteed by the full faith and credit
of the U.S. Government.

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).

PREFERRED STOCKS

The Aggressive Fund may invest in preferred stocks. 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.

INVESTMENT RESTRICTIONS

The following is a more detailed description of certain policies and
practices of the Funds which augments the summary of the Funds' investment
program which appears above and in the Prospectus under the heading "Objectives
and Investment Policies."

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.

(5) Neither Fund may borrow money except for temporary emergency purposes
and then not in excess of 10% of total

5
<PAGE>

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 the 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.

MANAGEMENT OF THE TRUST

Overall operations of the Trust are conducted by its officers subject to
the 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 of 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. (19__ -
July 1998); Director, Stonebridge Growth Fund, Inc. and Stonebridge Aggressive
Growth Fund, Inc. (19__ - October, 1998).

RICHARD C. BARRETT (age 56) - Vice 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. and
Stonebridge Aggressive Growth Fund, Inc. (19__ - October, 1998).

6
<PAGE>

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 of
Stonebridge Capital Management, Incorporated, 1801 Century Park East, Suite
1800, Los Angeles, California, 90067; President, Stonebridge Aggressive Growth
Fund, Inc. (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. (______, 19__ - October 1998); President, Stonebridge Growth Fund,
Inc. (______, 19__ - October 1998).

CHAD S. CHRISTENSEN (age 28) - Vice President
Vice President and Director of Mutual Fund Operations; ALPS Mutual Funds
Services, Inc.; Assistant Treasurer, Westcore Trust, 370 17th Street, Suite
3100, Denver, Colorado 80202.

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

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

As of September 30, 1998, the directors 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 November 30, 1997. 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 from the
predecessors of the Growth Fund and the Aggressive Fund during the fiscal
years ended October 31, 1997 and November 30, 1997, respectively:

AGGREGATE AGGREGATE PENSION OR TOTAL
COMPENSATION FROM COMPENSATION FROM RETIREMENT COMPENSATION
DIRECTOR AGGRESSIVE FUND GROWTH FUND BENEFITS PAID TO TRUSTEES
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Selvyn B. Bleifer, MD $350 $2,350 $0 $2,700
Marvin Freedman $350 $2,350 $0 $2,700
Charles F. Haas $350 $2,350 $0 $2,700
William H. Taylor, II $150 $ 0 $0 $ 150
</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 $___ million as of September 30, 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.

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.

7
<PAGE>

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.

The Adviser has voluntarily agreed to waive its fee or reimburse the Funds
to ensure that the annual expense of the Growth Fund and of the Aggressive
Growth Fund annually do not exceed 1.50% and 2.90% of their average daily net
assets, respectively. The Adviser has agreed to continue this voluntary waiver
or reimbursement through November 30, 2002 and October 31, 2002 for the Growth
Fund and the Aggressive Growth Fund, respectively. In the event that the
expense ratio for a Fund falls below the applicable level, the Trust has agreed
to reimburse the Adviser for management fees that were waived or reimbursed in
prior periods, so long as such reimbursement does not cause the expenses of the
Fund to exceed the applicable level. The Adviser has agreed to forego any
waived or reimbursed fee that have not been recovered within five years after
the waiver or reimbursement.

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

8
<PAGE>

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.

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

ANNUAL PORTFOLIO TOTAL BROKERAGE
TURNOVER RATE COMMISSIONS PAID
------------- ----------------
GROWTH FUND AGGRESSIVE FUND GROWTH FUND AGGRESSIVE FUND
OCTOBER 31, NOVEMBER 30, OCTOBER 31, NOVEMBER 30,
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
1997 41% 88% $85,997 $ 11,746
1996 45% 108% $63,806 $ 12,402
1995 38% 60% $67,890 $ 8,995
</TABLE>

The anticipated 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, 1997 and
October 31, 1997, 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 NYSE each 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.

9
<PAGE>

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.

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 regulated investment companies, a Fund will not be subject to U.S.
federal income tax on its investment company taxable income and 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 their 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. The
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 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

10
<PAGE>

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.

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 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.

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:

n
P(1 + T) = 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.

11
<PAGE>

TOTAL RETURNS HAVE BEEN AS FOLLOWS:

GROWTH FUND AGGRESSIVE FUND
(YEAR ENDED NOVEMBER 30) (YEAR ENDED OCTOBER 31)
----------------------- ----------------------
<S> <C> <C>
1998(1) 8.17% 7.20%
Last 5 years' 14.13% 16.86%
Last 10 years' 12.84% 11.63%
</TABLE>

(1)For the period ending May 31, 1998 and April 30, 1998, respectively

Performance information for a Fund may be compared to various unmanaged
indices, such as S&P 500, 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 1-800-634-3935. 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 1997 Annual Reports and the 1998
Semi-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. The financial
statements in the Semi-Annual Reports have been produced by the Trust and are
unaudited. Additional copies of the Annual and Semi-Annual Reports 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.

12
<PAGE>

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) (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:

(i) The financial statements and accompanying
notes which appear in the Semi-Annual Reports of
Stonebridge Growth Fund, Inc. and Stonebridge
Aggressive Growth Fund, Inc. for the periods dated
April 30, 1998 and May 31, 1998, respectively.

(ii) The financial statements and accompanying
notes and reports of independent auditors of
Stonebridge Growth Fund, Inc. and Stonebridge
Aggressive Growth Fund, Inc. for the years ended
October 31, 1997 and November 30, 1997,
respectively.

(b) EXHIBITS

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

- (1) (b) Declaration of Trust of Registrant

- (2) (a) By-Laws of Registrant.

(3) None.

(4) None.

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

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

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

<PAGE>

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

(7) None.

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

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

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

--- (9) (c) Fund Accounting and Services Agreement between
Registrant and The Fifth Third Bank.

- (10) Opinion and Consent of Paul, Hastings, Janofsky
& Walker LLP.

- (11) Consent of Hein + Associates LLP.

(12) None.

(13) None.

(14) None.

(15) None.

(16) None.

- (27) Financial Data Schedules.

(18) None.

OTHER EXHIBITS

- (19) (a) Power of Attorney.
- (19) (b) Materials related to Individual Retirement
Account Services.

- Filed herewith.
- --- To be filed by subsequent amendment.

<PAGE>

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

Item 26. NUMBER OF HOLDERS OF SECURITIES.

As of August 10, 1998:

Title of Class: Number of Record Holders:
<S> <C>
Stonebridge Growth Fund, Inc. 6,129
(predecessor to Stonebridge Growth Fund)

Stonebridge Aggressive Growth Fund, Inc. 297
(predecessor to Stonebridge Aggressive
Growth Fund)
</TABLE>

Item 27. 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
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

<PAGE>

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 28. 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 28 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 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).
<PAGE>

Item 29. 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
Business Address* Positions and Offices with Registrant Positions and Offices with Underwriter
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
W. Robert Alexander None Chairman and Chief Executive Officer
Arthur J. L. Lucey None President and Secretary
Thomas A. Carter None Vice President and Chief Financial Officer
Chad Christensen Vice President Vice President
Edmund J. Burke None Executive Vice President
James V. Hyatt Secretary General Counsel
Jeremy O. May None Vice President
William N. Paston None Vice President
John S. Hannon, Jr. None Director
Rick A. Pederson None Director
Chris Woessner None Director
</TABLE>

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

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

Item 30. 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 31. MANAGEMENT SERVICES

Not applicable.

Item 32. 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.

(b) 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.

(c) 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
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 14th
day of August, 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 Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

(1) Principal Executive Officer:
/s/ RICHARD C. BARRETT
------------------------------ Chief Executive Officer,
Richard C. Barrett President and Trustee August 14, 1998

(2) Principal Financial and Accounting Officer
/s/ DEBRA L. NEWMAN
------------------------------ Vice President, Treasurer
Debra Newman and Trustee August 14, 1998

(3) Trustees
* MARVIN FREEDMAN Trustee August 14, 1998
* RICHARD C. BARRETT Trustee August 14, 1998
* WILLIAM H. TAYLOR II Trustee August 14, 1998
* CHARLES F. HAAS Trustee August 14, 1998
* CHARLES E. WOODHOUSE Trustee August 14, 1998
* JOHN G. AYER Trustee August 14, 1998
* SELVYN B. BLEIFER Trustee August 14, 1998
* CRAIG B. BURGER Trustee August 14, 1998

*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
- ------ --------

1(a) Certificate of Trust of Registrant

1(b) Declaration of Trust of Registrant

2(a) By-Laws of Registrant.

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

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

6(a) Form of Distribution Agreement between Registrant and ALPS Mutual
Funds Services, Inc.

6(b) Form of Administration Agreement between Registrant and
ALPS Mutual Funds Services, Inc.

9(a) Form of Transfer Agency and Service Agreement between Registrant
and ALPS Mutual Funds Services, Inc.

10 Opinion and Consent of Paul, Hastings, Janofsky & Walker LLP.

11 Consent of Hein + Associates LLP.

27 Financial Data Schedules.

(a) Stonebridge Growth Fund
(b) Stonebridge Aggressive Growth Fund

OTHER EXHIBITS:

<PAGE>

19 (a) Power of Attorney dated August 13, 1998.
(b) Materials related to Individual Retirement Account
Services.

<PAGE>

CERTIFICATE OF TRUST

STONEBRIDGE FUNDS TRUST

The undersigned, constituting the sole member of the Board of Trustees
of Stonebridge Funds Trust (the "Trust"), in order to form a Delaware business
trust pursuant to Section 3810 of the Delaware Business Trust Act, does hereby
certify the following:

1. The name of the Delaware business trust is Stonebridge Funds
Trust.

2. Prior to the issuance of beneficial interests, the Trust will
become a registered investment company under the Investment Company Act of 1940,
as amended.

3. The registered office of the Trust in Delaware is Stonebridge
Funds Trust, c/o Corporation Service Company, 1013 Centre Road, Wilmington,
Delaware 19805.

4. The registered agent for service of process on the Trust is
Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

5. This Certificate of Trust shall be effective on the date it is
filed with the Office of the Delaware Secretary of State.

6. The Trust may establish one or more series as provided in Section
3806(b)(2) of the Delaware Business Trust Act.

7. Notice is hereby given that pursuant to Section 3804(a) of the
Delaware Business Trust Act, the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular
series shall be enforceable against the assets of such series only and not
against the assets of the Trust generally.

IN WITNESS WHEREOF, the undersigned Trustee of Stonebridge Funds Trust
has executed this Certificate as of the 12th day of May, 1998.

----------------------------------
Michael Glazer, Trustee

<PAGE>

DECLARATION OF TRUST

STONEBRIDGE FUNDS TRUST

This DECLARATION OF TRUST of STONEBRDIGE FUNDS TRUST is made on July
__, 1998 by the parties signatory hereto, as trustees.

WHEREAS, the Trustees desire to form a business trust under the law of
Delaware for the investment and reinvestment of its assets; and

WHEREAS, it is proposed that the Trust assets be composed of cash,
securities and other assets contributed to the Trust by the holders of interests
in the Trust entitled to ownership rights in the Trust;

NOW, THEREFORE, the Trustees hereby declare that the Trustees will
hold in trust all cash, securities and other assets which they may from time to
time acquire in any manner as Trustees hereunder, and manage and dispose of the
same for the benefit of the holders of interests in the Trust and subject to the
following terms and conditions.

ARTICLE I

THE TRUST

I.1 NAME. The name of the trust created hereby (the "Trust") shall
be "Stonebridge Funds Trust," and so far as may be practicable the Trustees
shall conduct the Trust's activities, execute all documents and sue or be sued
under that name, which name (and the word "Trust" wherever hereinafter used)
shall not refer to the Trustees in their individual capacities or to the
officers, agents, employees or holders of interest in the Trust. However,
should the Trustees determine that the use of the name of the Trust is not
advisable, they may select such other name for the Trust as they deem proper and
the Trust may hold its property and conduct its activities under such other
name. Any name change shall become effective upon the execution by a majority
of the then Trustees of an instrument setting forth

<PAGE>

the new name and the filing of a certificate of amendment pursuant to Section
3810(b) of the DBTA. Any such instrument shall not require the approval of the
holders of interests in the Trust, but shall have the status of an amendment to
this Declaration.

I.2 TRUST PURPOSE. The purpose of the Trust is to conduct, operate
and carry on the business of an open-end management investment company
registered under the 1940 Act. In furtherance of the foregoing, it shall be the
purpose of the Trust to do everything necessary, suitable, convenient or proper
for the conduct, promotion and attainment of any businesses and purposes which
at any time may be incidental or may appear conducive or expedient for the
accomplishment of the business of an open-end management investment company
registered under the 1940 Act and which may be engaged in or carried on by a
trust organized under the DBTA, and in connection therewith the Trust shall have
and may exercise all of the powers conferred by the laws of the State of
Delaware upon a Delaware business trust.

I.3 DEFINITIONS. As used in this Declaration, the following terms
shall have the following meanings:

(a) "1940 ACT" shall mean the Investment Company Act of 1940, as
amended from time to time, and the rules and regulations thereunder, as adopted
or amended from time to time.

(b) "AFFILIATED PERSON," "ASSIGNMENT" and "INTERESTED PERSON"
shall have the meanings given such terms in the 1940 Act.

(c) "ADMINISTRATOR" shall mean any party furnishing services to
the Trust pursuant to any administrative services contract described in Section
4.1 hereof.

(d) "BY-LAWS" shall mean the By-Laws of the Trust as amended
from time to time.

(e) "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the rules and regulations thereunder, as adopted
or amended from time to time.

(f) "COMMISSION" shall mean the Securities and Exchange
Commission.

-2-

<PAGE>

(g) "DECLARATION" shall mean this Declaration of Trust as
amended from time to time. References in this Declaration to "DECLARATION,"
"HEREOF," "HEREIN" and "HEREUNDER" shall be deemed to refer to the Declaration
rather than the article or section in which such words appear. This Declaration
shall, together with the By-Laws, constitute the governing instrument of the
Trust under the DBTA.

(h) "DBTA" shall mean the Delaware Business Trust Act, Delaware
Code Annotated title 12, Sections 3801 et seq., as amended from time to time.

(i) "FISCAL YEAR" shall mean an annual period as determined by
the Trustees unless otherwise provided by the Code or applicable regulations.

(j) "HOLDERS" shall mean as of any particular time any or all
holders of record of Interests in the Trust or in Trust Property, as the case
may be, at such time.

(k) "INTEREST" shall mean a Holder's units of interest into
which the beneficial interest in the Trust and each series and class of the
Trust shall be divided from time to time.

(l) "INVESTMENT ADVISER" shall mean any party furnishing
services to the Trust pursuant to any investment advisory contract described in
Section 4.1 hereof.

(m) "MAJORITY INTERESTS VOTE" shall mean the vote, at a meeting
of the Holders of Interests, of the lesser of (A) 67% or more of the Interests
present or represented at such meeting, provided the Holders of more than 50% of
the Interests are present or represented by proxy or (B) more than 50% of the
Interests.

(n) "PERSON" shall mean and include an individual, corporation,
partnership, trust, association, joint venture and other entity, whether or not
a legal entity, and a government and agencies and political subdivisions
thereof.

(o) "REGISTRATION STATEMENT" as of any particular time shall
mean the Registration Statement of the Trust which is effective at such time
under the 1940 Act.

-3-

<PAGE>

(p) "TRUST PROPERTY" shall mean as of any particular time any
and all property, real or personal, tangible or intangible, which at such time
is owned or held by or for the account of the Trust or the Trustees or any
series of the Trust established in accordance with Section 6.2.

(q) "TRUSTEES" shall mean such persons who are indemnified as
trustees of the Trust on the signature page of this Declaration, so long as they
shall continue in office in accordance with the terms of this Declaration of
Trust, and all other persons who at the time in question have been duly elected
or appointed as trustees in accordance with the provisions of this Declaration
of Trust and are then in office, in their capacity as trustees hereunder.

ARTICLE II

TRUSTEES

II.1 NUMBER AND QUALIFICATION. The number of Trustees shall
initially be one and shall thereafter be fixed from time to time by written
instrument signed by majority of the Trustees so fixed then in office,
provided, however, that the number of Trustees shall in no event be less than
one. A Trustee shall be an individual at least 21 years of age who is not under
legal disability.

(a) Any vacancy created by an increase in Trustees shall be
filled by the appointment or election of an individual having the qualifications
described in this Article as provided in Section 2.4. Any such appointment
shall not become effective, however, until the individual appointed or elected
shall have accepted in writing such appointment or election and agreed in
writing to be bound by the terms of the Declaration. No reduction in the number
of Trustees shall have the effect of removing any Trustee from office.

(b) Whenever a vacancy in the number of Trustees shall occur,
until such vacancy is filled as provided in Section 2.4 hereof, the Trustees in
office, regardless of their number, shall have all the powers granted to the
Trustees and shall discharge all the duties imposed upon the Trustees by this
Declaration.

II.2 TERM AND ELECTION. Each Trustee named herein, or elected or
appointed prior to the first meeting

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of the Holders, shall (except in the event of resignations or removals or
vacancies pursuant to Section 2.3 or 2.4 hereof) hold office until his or her
successor has been elected at such meeting and has qualified to serve as
Trustee. Beginning with the Trustees elected at the first meeting of Holders,
each Trustee shall hold office during the lifetime of this Trust and until its
termination as hereinafter provided unless such Trustee resigns or is removed as
provided in Section 2.3 below or his term expires pursuant to Section 2.4
hereof.

II.3 RESIGNATION AND REMOVAL. Any Trustee may resign (without need
for prior or subsequent accounting) by an instrument in writing signed by him or
her and delivered or mailed to the Chairman, if any, the President or the
Secretary and such resignation shall be effective upon such delivery, or at a
later date according to the terms of the instrument.

(a) Any of the Trustees may be removed with or without cause
by the affirmative vote of the Holders of two-thirds (2/3) of the Interests
or (provided the aggregate number of Trustees, after such removal and after
giving effect to any appointment made to fill the vacancy created by such
removal, shall not be less than the number required by Section 2.1 hereof)
with cause, by the action of two-thirds (2/3) of the remaining Trustees.
Removal with cause shall include, but not be limited to, the removal of a
Trustee due to physical or mental incapacity.

(b) Upon the resignation or removal of a Trustee, or his or
her otherwise ceasing to be a Trustee, he or she shall execute and deliver
such documents as the remaining Trustees shall require for the purpose of
conveying to the Trust or the remaining Trustees any Trust Property held in
the name of the resigning or removed Trustee. Upon the death of any Trustee
or upon removal or resignation due to any Trustee's incapacity to serve as
trustee, his or her legal representative shall execute and deliver on his or
her behalf such documents as the remaining Trustees shall require as provided
in the preceding sentence.

II.4 VACANCIES. The term of office of a Trustee shall terminate and
a vacancy shall occur in the event of the earliest to occur of the following:
the Trustee's attainment of age 72, death, resignation, adjudicated incompetence
or other incapacity to perform the duties of the office, or removal, of the
Trustee. A vacancy shall

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also occur in the event of an increase in the number of trustees as provided in
Section 2.1. No such vacancy shall operate to annul this Declaration or to
revoke any existing trust created pursuant to the terms of this Declaration. In
the case of a vacancy, the Holders of a plurality of the Interests entitled to
vote, acting at any meeting of the Holders held in accordance with Article VIII
hereof, or, to the extent permitted by the 1940 Act, a majority vote of the
Trustees continuing in office acting by written instrument or instruments, may
fill such vacancy, and any Trustee so elected by the Trustees or the Holders
shall hold office as provided in this Declaration. There shall be no cumulative
voting by the Holders in the election of Trustees.

II.5 MEETINGS. Meetings of the Trustees shall be held from time to
time within or without the State of Delaware upon the call of the Chairman, if
any, the President, the Secretary, an Assistant Secretary or any two Trustees.

(a) Regular meetings of the Trustees may be held without call or
notice at a time and place fixed by the By-Laws or by resolution of the
Trustees. Notice of any other meeting shall be given not later than 72 hours
preceding the meeting by United States overnight mail, by recognized overnight
delivery service, or by electronic transmission to each Trustee at his business
address as set forth in the records of the Trust or otherwise given personally
not less than 24 hours before the meeting but may be waived in writing by any
Trustee either before or after such meeting. The attendance of a Trustee at a
meeting shall constitute a waiver of notice of such meeting except where a
Trustee attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened.

(b) A quorum for all meetings of the Trustees shall be one-third
of the total number of Trustees, but (except at such time as there is only one
Trustee) no less than two Trustees. Unless provided otherwise in this
Declaration, any action of the Trustees may be taken at a meeting by vote of a
majority of the Trustees present (a quorum being present) or without a meeting
by written consent of a majority of the Trustees-, which written consent shall
be filed with the minutes of proceedings of the Trustees or any such committee.
If there be less than a quorum present at any meeting of the Trustees, a
majority of those present may adjourn the meeting until a quorum shall have been
obtained.

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(c) Any committee of the Trustees, including an executive
committee, if any, may act with or without a meeting. A quorum for all meetings
of any such committee shall be two or more of the members thereof, unless the
Board shall provide otherwise. Unless provided otherwise in this Declaration,
any action of any such committee may be taken at a meeting by vote of a majority
of the members present (a quorum being present) or without a meeting by written
consent of a majority of the members, which written consent shall be filed with
the minutes of proceedings of the Trustees or any such committee.

(d) With respect to actions of the Trustees and any committee of
the Trustees, Trustees who are Interested Persons of the Trust or are otherwise
interested in any action to be taken may be counted for quorum purposes under
this Section 2.5 and shall be entitled to vote to the extent permitted by the
1940 Act.

(e) All or any one or more Trustees may participate in a meeting
of the Trustees or any committee thereof by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to such
communications system shall constitute presence in person at such meeting,
unless the 1940 Act specifically requires the Trustees to act "in person," in
which case such term shall be construed consistent with Commission or staff
releases or interpretations.

II.6 OFFICERS; CHAIRMAN OF THE BOARD. The Trustees shall, from time
to time, elect officers of the Trust, including a President, a Secretary and a
Treasurer. The Trustees shall elect or appoint a Trustee to act as Chairman of
the Board who shall preside at all meetings of the Trustees and carry out such
other duties as the Trustees shall designate. The Trustees may elect or appoint
or authorize the President to appoint such other officers or agents with such
powers as the Trustees may deem to be advisable. The President, Secretary and
Treasurer may, but need not, be a Trustee. Except as set forth above, the
Chairman of the Board and such officers of the Trust shall serve in such
capacity for such time and with such authority as the Trustees may, in their
discretion, so designate or as provided by in the By-Laws.

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II.7 BY-LAWS. The Trustees may adopt and, from time to time, amend or
repeal the By-Laws for the conduct of the business of the Trust not inconsistent
with this Declaration and such By-Laws are hereby incorporated in this
Declaration by reference thereto.

ARTICLE III

POWERS OF TRUSTEES

III.1 GENERAL. The Trustees shall have exclusive and absolute
control over management of the business and affairs of the Trust, but with such
powers of delegation as may be permitted by this Declaration and the DBTA. The
Trustees may perform such acts as in their sole discretion are proper for
conducting the business and affairs of the Trust. The enumeration of any
specific power herein shall not be construed as limiting the aforesaid power.
Such powers of the Trustee may be exercised without order of or recourse to any
court.

III.2 INVESTMENTS. The Trustees shall have power to:

(a) conduct, operate and carry on the business of an investment
company;

(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise
deal in or dispose of United States and foreign currencies and related
instruments including forward contracts, and securities, including common and
preferred stock, warrants, bonds, debentures, time notes and all other evidences
of indebtedness, negotiable or non-negotiable instruments, obligations,
certificates of deposit or indebted-ness, commercial paper, repurchase
agreements, reverse repurchase agreements, convertible securities, forward
contracts, options, futures contracts, and other securities, including, without
limitation, those issued, guaranteed or sponsored by any state, territory or
possession of the United States and the District of Columbia and their political
subdivisions, agencies and instrumentalities, or by the United States
Government, any foreign government, or any agency, instrumentality or political
subdivision of the United States Government or any foreign government, or
international instrumentalities, or by any bank, savings institution,
corporation or other business entity organized

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under the laws of the United States or under foreign laws; and to exercise any
and all rights, powers and privileges of ownership or interest in respect of any
and all such investments of every kind and description, including, without
limitation, the right to consent and otherwise act with respect thereto, with
power to designate one or more persons, firms, associations, or corporations to
exercise any of said rights, powers and privileges in respect of any of said
instruments; and the Trustees shall be deemed to have the foregoing powers with
respect to any additional securities in which the Trustees may determine to
invest.

The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.

III.3 LEGAL TITLE. Legal title to all the Trust Property shall be
vested in the Trust as a separate legal entity under the DBTA, except that the
Trustees shall have the power to cause legal title to any Trust Property to be
held by or in the name of one or more of the Trustees or in the name of any
other Person on behalf of the Trust on such terms as the Trustees may determine.

In the event that title to any part of the Trust Property is vested in
one or more Trustees, the right, title and interest of the Trustees in the Trust
Property shall vest automatically in each person who may hereafter become a
Trustee upon his or her due election and qualification. Upon the resignation,
removal or death of a Trustee he or she shall automatically cease to have any
right, title or interest in any of the Trust Property, and the right, title and
interest of such Trustee in the Trust Property shall vest automatically in the
remaining Trustees. To the extent permitted by law, such vesting and cessation
of title shall be effective whether or not conveyancing documents have been
executed and delivered.

III.4 SALE OF INTERESTS. Subject to the more detailed provisions set
forth in Article VII, the Trustees shall have the power to permit persons to
purchase Interests and to add or reduce, in whole or in part, their Interest in
the Trust.

III.5 BORROW MONEY. The Trustees shall have power to borrow money or
otherwise obtain credit and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the Trust, including

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the lending of portfolio securities, and to endorse, guarantee or undertake the
performance of any obligation, contract or engagement of any other person, firm,
association or corporation.

III.6 DELEGATION; COMMITTEES. The Trustees shall have the power,
consistent with their continuing exclusive authority over the management of the
Trust and the Trust Property, to delegate from time to time to such of their
number or to officers, employees or agents of the Trust the doing of such things
and the execution of such instruments, either in the name of the Trust or the
names of the Trustees or otherwise, as the Trustees may deem expedient.

III.7 COLLECTION AND PAYMENT. The Trustees shall have power to
collect all property due to the Trust; to pay all claims, including taxes,
against the Trust Property; to prosecute, defend, compromise or abandon any
claims relating to the Trust Property; to foreclose any security interest
securing any obligations, by virtue of which any property is owned to the Trust;
and to enter into releases, agreements and other instruments.

III.8 EXPENSES. The Trustees shall have the power to incur and pay
any expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Declaration, and to pay reasonable
compensation from the funds of the Trust to themselves as Trustees. The
Trustees shall fix the compensation of all officers, employees and Trustees.
The Trustees may pay themselves such compensation for special services,
including legal and brokerage services, as they in good faith may deem
reasonable (subject to any limitations in the 1940 Act), and reimbursement for
expenses reasonably incurred by themselves on behalf of the Trust. There shall
be no retirement compensation plan for Trustees; provided, however, that the
Trustees may adopt a deferred compensation plan consistent with industry and
regulatory standards.

III.9 MISCELLANEOUS POWERS. The Trustees shall have the power to:
(a) employ or contract with such Persons as the Trustees may deem desirable for
the transaction of the business of the Trust and terminate such employees or
contractual relationships as they consider appropriate; (b) enter into joint
ventures, partnerships and any other combinations or associations; (c) purchase,
and pay for out of Trust Property, insurance policies (including, but not
limited to, fidelity bonding and errors

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and omission policies) insuring the Investment Adviser, Administrator,
distributor, Holders, Trustees, officers, employees, agents, or independent
contractors of the Trust against all claims arising by reason of holding any
such position or by reason of any action taken or omitted by any such person in
such capacity, whether or not the Trust would have the power to indemnify such
Person against liability; (d) establish pension, profit-sharing and other
retirement, incentive and benefit plans for any Trustees, officers, employees
and agents of the Trust; (e) to the extent permitted by law, indemnify any
Person with whom the Trust has dealings, including the Investment Adviser,
Administrator, distributor, Holders, Trustees, officers, employees, agents or
independent contractors of the Trust, to such extent as the Trustees shall
determine; (f) guarantee indebtedness or contractual obligations of others; (g)
determine and change the Fiscal Year of the Trust and the method by which its
accounts shall be kept; and (h) adopt a seal for the Trust, but the absence of
such seal shall not impair the validity of any instrument executed on behalf of
the Trust.

III.10 FURTHER POWERS. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices, whether within or without the State of Delaware, in any
and all states of the United States of America, in the District of Columbia, in
any foreign countries, and in any and all commonwealths, territories,
dependencies, colonies, possessions, agencies or instrumentalities of the United
States of America and of foreign countries, and to do all such other things and
execute all such instruments as they deem necessary, proper or desirable in
order to promote the interests of the Trust although such things are not herein
specifically mentioned. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive and shall be
binding upon the Trust and the Holders, past, present and future. In construing
the provisions of this Declaration, the presumption shall be in favor of a grant
of power to the Trustees. The Trustees shall not be required to obtain any
court order to deal with Trust Property.

ARTICLE IV

INVESTMENT ADVISORY, ADMINISTRATIVE SERVICES
AND PLACEMENT AGENT ARRANGEMENTS

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IV.1 INVESTMENT ADVISORY AND OTHER ARRANGEMENTS. The Trustees may in
their discretion, from time to time, enter into contracts or agreements for
investment advisory services, administrative services (including transfer and
dividend disbursing agency services), distribution services, fiduciary
(including custodian) services, placement agent services, Holder servicing, or
other services, whereby the other party to such contract or agreement shall
undertake to furnish the Trustees such services as the Trustees shall, from time
to time, consider desirable and all upon such terms and conditions as the
Trustees may in their discretion determine. Notwithstanding any other
provisions of this Declaration to the contrary, the Trustees may authorize any
Investment Adviser (subject to such general or specific instructions as the
Trustees may, from time to time, adopt) to effect purchases, sales, loans or
exchanges of Trust Property on behalf of the Trustees or may authorize any
officer, employee or Trustee to effect such purchases, sales, loans or exchanges
pursuant to recommendations of any such Investment Adviser (all without further
action by the Trustees). Any such purchases, sales, loans and exchanges shall
be binding upon the Trust.

IV.2 PARTIES TO CONTRACT. Any contract or agreement of the character
described in Section 4.1 of this Article IV or in the By-Laws of the Trust may
be entered into with any Person, although one or more of the Trustees or
officers of the Trust or any Holder may be an officer, director, trustee,
shareholder, or member of such other party to the contract or agreement, and no
such contract or agreement shall be invalidated or rendered voidable by reason
of the existence of any such relationship, nor shall any person holding such
relationship be liable merely by reason of such relationship for any loss or
expense to the Trust under or by reason of such contract or agreement or
accountable for any profit realized directly or indirectly therefrom, provided
that the contract or agreement when entered into was reasonable and fair and not
inconsistent with the provisions of this Article IV or the By-Laws. Any Trustee
or officer of the Trust or any Holder may be the other party to contracts or
agreements entered into pursuant to Section 4.1 hereof or the By-Laws of the
Trust, and any Trustee or officer of the Trust or any Holder may be financially
interested or otherwise affiliated with Persons who are parties to any or all of
the contracts or agreements mentioned in this Section 4.2.

ARTICLE V

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LIMITATIONS OF LIABILITY

V.1 NO PERSONAL LIABILITY OF TRUSTEES OFFICERS, EMPLOYEES, AGENTS.
No Trustee, officer, employee or agent of the Trust when acting in such capacity
shall be subject to any personal liability whatsoever, in his or her individual
capacity, to any Person, other than the Trust or its Holders, in connection with
Trust Property or the affairs of the Trust; and all such Persons shall look
solely to the Trust Property for satisfaction of claims of any nature against a
Trustee, officer, employee or agent of the Trust arising in connection with the
affairs of the Trust. No Trustee, officer, employee or agent of the Trust shall
be liable to the Trust, Holders of Interests therein, or to any Trustee,
officer, employee, or agent thereof for any action or failure to act (including,
without limitation, the failure to compel in any way any former or acting
Trustee to redress any breach of trust) except for his or her own bad faith,
willful misfeasance, gross negligence or reckless disregard of his or her
duties.

V.2 INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AGENTS. The
Trust shall indemnify each of its Trustees, officers, employees, and agents
(including Persons who serve at its request as directors, officers or trustees
of another organization in which it has any interest, as a shareholder, creditor
or otherwise) against all liabilities and expenses (including amounts paid in
satisfaction of judgments, in compromise, as fines and penalties, and as counsel
fees) reasonably incurred by him or her in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which he or she may be involved or with which he or she may be threatened,
while in office or thereafter, by reason of his or her being or having been such
a Trustee, officer, employee or agent, except with respect to any matter as to
which he or she shall have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of his or her duties;
provided, however, that as to any matter disposed of by a compromise payment by
such Person, pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless there
has been a determination that such Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office by the court or other body approving the settlement
or other disposition or by a reasonable determination, based upon review of
readily available facts

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(as opposed to a full trial-type inquiry), that he or she did not engage in such
conduct by a reasonable determination, based upon a review of the facts, that
such Person was not liable by reason of such conduct, by (a) the vote of a
majority of a quorum of Trustees who are neither "interested persons" of the
Trust as defined in Section 2(a)(19) of the 1940 Act nor parties to the
proceeding, or (b) a written opinion from independent legal counsel approved by
the Trustees. The rights accruing to any Person under these provisions shall
not exclude any other right to which he or she may be lawfully entitled;
provided that no Person may satisfy any right of indemnity or reimbursement
granted herein or in Section 5.1 or to which he or she may be otherwise entitled
except out of the Trust Property. The Trustees may make advance payments in
connection with indemnification under this Section 5.2, provided that the
indemnified Person shall have given a written undertaking to reimburse the Trust
in the event it is subsequently determined that he or she is not entitled to
such indemnification.

V.3 LIABILITY OF HOLDERS; INDEMNIFICATION. The Trust shall indemnify
and hold each Holder harmless from and against any claim or liability to which
such Holder may become subject solely by reason of his or her being or having
been a Holder and not because of such Holder's acts or omissions or for some
other reason, and shall reimburse such Holder for all legal and other expenses
reasonably incurred by him or her in connection with any such claim or liability
(upon proper and timely request by the Holder); provided, however, that no
Holder shall be entitled to indemnification by any series established in
accordance with Section 6.2 unless such Holder is a Holder of Interests of such
series. The rights accruing to a Holder under this Section 5.3 shall not
exclude any other right to which such Holder may be lawfully entitled, nor shall
anything herein contained restrict the right of the Trust to indemnify or
reimburse a Holder in any appropriate situation even though not specifically
provided herein.

V.4 NO BOND REQUIRED OF TRUSTEES. No Trustee shall, as such, be
obligated to give any bond or surety or other security for the performance of
any of his or her duties hereunder.

V.5 NO DUTY OF INVESTIGATION; NOTICE IN TRUST INSTRUMENTS, ETC. No
purchaser, lender, or other Person dealing with the Trustees or any officer,
employee or agent of the Trust shall be bound to make any inquiry concerning

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the validity of any transaction purporting to be made by the Trustees or by said
officer, employee or agent or be liable for the application of money or property
paid, loaned, or delivered to or on the order of the Trustees or of said
officer, employee or agent. Every obligation, contract, instrument, certificate
or other interest or undertaking of the Trust, and every other act or thing
whatsoever executed in connection with the Trust, shall be conclusively taken to
have been executed or done by the executors thereof only in their capacity as
Trustees, officers, employees or agents of the Trust. Every written obligation,
contract, instrument, certificate or other interest or undertaking of the Trust
made by the Trustees or by any officer, employee or agent of the Trust, in his
or her capacity as such, shall contain an appropriate recital to the effect that
the Trustee, officer, employee and agent of the Trust shall not personally be
bound by or liable thereunder, nor shall resort be had to their private property
or the private property of the Holders for the satisfaction of any obligation or
claim thereunder, and appropriate references shall be made therein to the
Declaration, and may contain any further recital which they may deem
appropriate, but the omission of such recital shall not operate to impose
personal liability on any of the Trustees, officers, employees or agents of the
Trust. The Trustees may maintain insurance for the protection of the Trust
Property, Holders, Trustees, officers, employees and agents in such amount as
the Trustees shall deem advisable.

V.6 RELIANCE ON EXPERTS, ETC. Each Trustee and officer or employee
of the Trust shall, in the performance of his or her duties, be fully and
completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other records
of the Trust, upon an opinion of counsel, or upon reports made to the Trust by
any of its officers or employees or by any Investment Adviser, Administrator,
accountant, appraiser or other experts or consultants selected with reasonable
care by the Trustees, officers or employees of the Trust, regardless of whether
such counsel or expert may also be a Trustee.

V.7 ASSENT TO DECLARATION. Every Holder, by virtue of having become
a Holder in accordance with the terms of this Declaration, shall be held to have
expressly assented and agreed to the terms hereof and to have become a party
hereto.

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ARTICLE VI

INTERESTS IN THE TRUST

VI.1 GENERAL CHARACTERISTICS. (a) The Trustees shall have the power
and authority, without Holder approval, to issue Interests in one or more series
from time to time as they deem necessary or desirable. Each series shall be
separate from all other series in respect of the assets and liabilities
allocated to that series and shall represent a separate investment portfolio of
the Trust. The Trustees shall have exclusive power, without Holder approval, to
establish and designate such separate and distinct series, as set forth in
Section 6.2, and to fix and determine the relative rights and preferences as
between the Interests of the separate series as to right of redemption, special
and relative rights as to dividends and other distributions and on liquidation,
conversion rights, and conditions under which the series shall have separate
voting rights or no voting rights.

(b) The Trustees may, without Holder approval, divide Interests
of any series into two or more classes, Interests of each such class having such
preferences and special or relative rights and privileges (including conversion
rights, if any) as the Trustees may determine as provided in Section 6.3. The
fact that a series shall have been initially established and designated without
any specific establishment or designation of classes, shall not limit the
authority of the Trustees to divide a series and establish and designate
separate classes thereof.

(c) The number of Interests authorized shall be unlimited,
and the Interests so authorized may be represented in part by fractional
Interests. From time to time, the Trustees may divide or combine the
Interests of any series or class into a greater or lesser number without
thereby changing the proportionate beneficial interests in the series or
class. The Trustees may issue Interests of any series or class thereof for
such consideration and on such terms as they may determine (or for no
consideration if pursuant to an Interest dividend or split-up), all without
action or approval of the Holders. All Interests when so issued on the terms
determined by the Trustees shall be fully paid and non-assessable. The
Trustees may classify or reclassify any unissued Interests or any Interests
previously issued and reacquired of any series or class thereof into one or
more series or classes thereof that may

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be established and designated from time to time. The Trustees may hold as
treasury Interests, reissue for such consideration and on such terms as they may
determine, or cancel, at their discretion from time to time, any Interests of
any series or class thereof reacquired by the Trust.

VI.2 ESTABLISHMENT OF SERIES OF INTERESTS. (a) Without limiting the
authority of the Trustees set forth in Section 6.2(b) to establish and designate
any further series, the Trustees hereby establish and designate two series, as
follows:

Stonebridge Growth Fund
Stonebridge Aggressive Growth Fund

The provisions of this Article VI shall be applicable to the above
designated series and any further series that may from time to time be
established and designated by the Trustees as provided in Section 6.2(b).

(b) The establishment and designation of any series of Interests
other than those set forth above shall be effective upon the execution by a
majority of the then Trustees of an instrument setting forth such establishment
and designation and the relative rights and preferences of such series, or as
otherwise provided in such instrument. At any time that there are no Interests
outstanding of any particular series previously established and designated, the
Trustees may by an instrument executed by a majority of their number abolish
that series and the establishment and designation thereof. Each instrument
referred to in this paragraph shall have the status of an amendment to this
Declaration.

(c) Section 9.2 of this Agreement shall apply also with respect
to each such series as if such series were a separate trust.

VI.3 ESTABLISHMENT OF CLASSES. (a) Without limiting the authority
of the Trustees set forth in section 6.3(b) to establish and designate any
further classes, the Trustees hereby establish and designate two classes of
Interests of each series of the Trust: Class A Interests and Class B Interests.
The Interests of each such class shall be identical in all respects except as
follows: (1) each class shall bear the distribution expenses allocable to sales
of Interests of such class, as determined by the Trustees; (2) each class
shall bear other expenses of the series that are related to services provided
only to the holders of Interests of such class, as determined by the

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Trustees; (3) Class B Interests of a series shall automatically convert to
Class A Interests of such series at such time as the Trustees specify; (4)
Class A and Class B Interests of a series may be exchanged for Class A and
Class B Interests, respectively, of any other series, on such terms as are
determined by the Trustees; and (5) the Holders of Class B Interests of a
series shall have exclusive voting rights with respect to certain matters as
set forth in Section 6.7. Determinations of such differences between classes
shall be set forth in a written plan adopted by a majority of the Trustees.

(b) The division of any series into two or more classes and the
establishment and designation of such classes, other than as set forth above,
shall be effective upon the execution by a majority of the then Trustees of an
Instrument setting forth such division, and the establishment, designation, and
relative rights and preferences of such classes, or as otherwise provided in
such instrument. The relative rights and preferences of the classes of any
series may differ in such respects as the Trustees may determine to be
appropriate, provided that such differences are set forth in the aforementioned
instrument. At any time that there are no Interests outstanding of any
particular class previously established and designated, the Trustees may by an
instrument executed by a majority of their number abolish that class and the
establishment and designation thereof. Each instrument referred to in this
paragraph shall have the status of an amendment to this Declaration.

VI.4 ASSETS OF SERIES. All consideration received by the Trust for
the issue or sale of Interests of a particular series together with all Trust
Property in which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that series for all purposes, subject only to the rights
of creditors of such series and except as may otherwise be required by
applicable tax laws, and shall be so recorded upon the books of account of the
Trust. Separate and distinct records shall be maintained for each series and
the assets associated with a series shall be held and accounted for separately
from the other assets of the Trust, or any other series. In the event that
there is any Trust Property, or any income, earnings, profits, and proceeds
thereof, funds, or payments

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which are not readily identifiable as belonging to any particular series, the
Trustees shall allocate them among any one or more of the series established and
designated from time to time in such manner and on such basis as they, in their
sole discretion, deem fair and equitable. Each such allocation by the Trustees
shall be conclusive and binding upon the Holders of all Interests for all
purposes.

VI.5 LIABILITIES OF SERIES. (a) The Trust Property belonging to each
particular series shall be charged with the liabilities of the Trust in respect
of that series and all expenses, costs, charges and reserves attributable to
that series, and any general liabilities, expenses, costs, charges or reserves
of the Trust which are not readily identifiable as belonging to any particular
series shall be allocated and charged by the Trustees to and among any one or
more of the series established and designated from time to time in such manner
and on such basis as the Trustees in their sole discretion deem fair and
equitable. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the Holders of all
Interests for all purposes. The Trustees shall have full discretion, to the
extent not inconsistent with the 1940 Act, to determine which items shall be
treated as income and which items as capital, and each such determination and
allocation shall be conclusive and binding upon the Holders.

(b) Without limitation of the foregoing provisions of this
Section, but subject to the right of the Trustees in their discretion to
allocate general liabilities, expenses, costs, charges or reserves as herein
provided, the debts, liabilities, obligations and expenses incurred, contracted
for or otherwise existing with respect to a particular series shall be
enforceable against the assets of such series only, and not against the assets
of any other series. Notice of this limitation on interseries liabilities shall
be set forth in the certificate of trust of the Trust (whether originally or by
amendment) as filed or to be filed in the Office of the Secretary of State of
the State of Delaware pursuant to the DBTA, and upon the giving of such notice
in the certificate of trust, the statutory provisions of Section 3804 of the
DBTA relating to limitations on interseries liabilities (and the statutory
effect under Section 3804 of setting forth such notice in the certificate of
trust) shall become applicable to the Trust and each series. Every note, bond,
contract or other undertaking issued by or on behalf of a particular series

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shall include a recitation limiting the obligation represented thereby to that
series and its assets.

VI.6 DIVIDENDS AND DISTRIBUTIONS. (a) Dividends and distributions on
Interests of a particular series or any class thereof may be paid with such
frequency as the Trustees may determine, which may be daily or otherwise,
pursuant to a standing resolution or resolution adopted only once or with such
frequency as the Trustees may determine, to the Holders of Interests in that
series or class, from such of the income and capital gains, accrued or realized,
from the Trust Property belonging to that series, or in the case of a class,
belonging to that series and allocable to that class, as the Trustees may
determine, after providing for actual and accrued liabilities belonging to that
series. All dividends and distributions on Interests in a particular series or
class thereof shall be distributed pro rata to the Holders of Interests in that
series or class in proportion to the total outstanding Interests in that series
or class held by such Holders at the date and time of record established for the
payment of such dividends or distribution, except to the extent otherwise
required or permitted by the preferences and special or relative rights and
privileges of any series or class. Such dividends and distributions may be made
in cash or Interests of that series or class or a combination thereof as
determined by the Trustees or pursuant to any program that the Trustees may have
in effect at the time for the election by each Holder of the mode of the making
of such dividend or distribution to that Holder. Any such dividend or
distribution paid in Interests will be paid at the net asset value thereof as
determined in accordance with Section 7.4.

(b) The Interests in a series or a class of the Trust shall
represent beneficial interests in the Trust Property belonging to such series or
in the case of a class, belonging to such series and allocable to such class.
Each Holder of Interests in a series or a class shall be entitled to receive its
pro rata share of distributions of income and capital gains made with respect to
such series or such class. Upon reduction or withdrawal of its Interests or
indemnification for liabilities incurred by reason of being or having been a
Holder of Interests in a series or a class, such Holder shall be paid solely out
of the funds and property of such series or in the case of a class, the funds
and property of such series and allocable to such class of the Trust. Upon
liquidation or termination of a series or class of the Trust, Holders of
Interests in such series or class shall be entitled to receive a pro rata share
of the

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Trust Property belonging to such series or in the case of a class, belong to
such series and allocable to such class.

VI.7 VOTING RIGHTS. Notwithstanding any other provision hereof, on
each matter submitted to a vote of the Holders, each Holder shall be entitled to
one vote for each whole Interest standing in his name on the books of the Trust,
and each fractional Interest shall be entitled to a proportionate fractional
vote, irrespective of the series thereof or class thereof and all Interests of
all series and classes thereof shall vote together as a single class; provided,
however, that as to any matter (i) with respect to which a separate vote of one
or more series or classes thereof is permitted or required by the 1940 Act or
the provisions of the instrument establishing and designating the series or
class, such requirements as to a separate vote by such series or class thereof
shall apply in lieu of all Interests of all series and classes thereof voting
together; and (ii) as to any matter which affects only the interests of one or
more particular series or classes thereof, only the Holders of the one or more
affected series or class shall be entitled to vote, and each such series or
class shall vote as a separate class.

VI.8 RECORD DATES. The Trustees may from time to time close the
transfer books or establish record dates and times for the purposes of
determining the Holders entitled to be treated as such, to the extent provided
or referred to in Section 8.6.

VI.9 TRANSFER. All Interests of each particular series or class
thereof shall be transferable, but transfers of Interests of a particular series
or class thereof will be recorded on the Interest transfer records of the Trust
applicable to that series or class only at such times as Holders shall have the
right to require the Trust to redeem Interests of that series or class and at
such other times as may be permitted by the Trustees.

VI.10 EQUALITY. Except as provided herein or in the instrument
designating and establishing any class or series, all Interests of each
particular series or class thereof shall represent an equal proportionate
interest in the assets belonging to that series, or in the case of a class,
belonging to that series and allocable to that class, subject to the liabilities
belonging to that series, and each Interest of any particular series or classes
shall be equal to each other Interest of that series or class; but the
provisions of this sentence shall not restrict any

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distinctions permissible under Section 6.7 that may exist with respect to
dividends and distributions on Interests of the same series or class. The
Trustees may from time to time divide or combine the Interests of any particular
series or class into a greater or lesser number of Interests of that series or
class without thereby changing the proportionate beneficial interest in the
assets belonging to that series or class or in any way affecting the rights or
Interests of any other series or class.

VI.11 FRACTIONS. Any fractional Interest of any series or class, if
any such fractional Interest is outstanding, shall carry proportionately all the
rights and obligations of a whole Interest of that series or class, including
rights and obligations with respect to voting, receipt of dividends and
distributions, redemption of Interests, and liquidation of the Trust.

VI.12 CLASS DIFFERENCES. Subject to Section 6.3, the relative rights
and preferences of the classes of any series may differ in such other respects
as the Trustees may determine to be appropriate in their sole discretion,
provided that such differences are set forth in the instrument establishing and
designating such classes and executed by a majority of the Trustees.

VI.13 CONVERSION OF INTERESTS. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to provide
that Holders of Interests of any series shall have the right to convert said
Interests into one or more other series in accordance with such requirements and
procedures as may be established by the Trustees. The Trustees shall also have
the authority to provide that Holders of Interests of any class of a particular
series shall have the right to convert said Interests into one or more other
classes of that particular series or any other series in accordance with such
requirements and procedures as may be established by the Trustees.

VI.14 INVESTMENTS IN THE TRUST. The Trustees may accept investments
in the Trust from such persons and on such terms and for such consideration, not
inconsistent with the provisions of the 1940 Act, as they from time to time
authorize. The Trustees may authorize any distributor, principal underwriter,
custodian, transfer agent or other person to accept orders for the purchase of
Interests that conform to such authorized terms and to reject any purchase

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orders for Interests whether or not conforming to such authorized terms.

VI.15 TRUSTEES AND OFFICERS AS HOLDERS. Any Trustee, officer or
other agent of the Trust, and any organization in which any such person is
interested, may acquire, own, hold and dispose of Interests of the Trust to the
same extent as if such person were not a Trustee, officer or other agent of the
Trust; and the Trust may issue and sell or cause to be issued and sold and may
purchase Interests from any such person or any such organization subject only to
the general limitations, restrictions or other provisions applicable to the sale
or purchase of Interests generally.

VI.16 NO PRE-EMPTIVE RIGHTS; DERIVATIVE SUITS. Holders shall have no
pre-emptive or other right to subscribe to any additional Interests or other
securities issued by the Trust. No action may be brought by a Holder on behalf
of the Trust unless Holders owning no less than 10% of the then outstanding
Interests, or series or class thereof, join in the bringing of such action. A
Holder of Interests in a particular series or a particular class of the Trust
shall not be entitled to participate in a derivative or class action lawsuit on
behalf of any other series or any other class or on behalf of the Holders of
Interests in any other series or any other class of the Trust.

VI.17 NO APPRAISAL RIGHTS. Holders shall have no right to demand
payment for their Interests or to any other rights of dissenting Holders in the
event the Trust participates in any transaction which would give rise to
appraisal or dissenters' rights by a stockholder of a corporation organized
under the General Corporation Law of Delaware, or otherwise.

VI.18 STATUS OF INTERESTS AND LIMITATION OF PERSONAL LIABILITY.
Interests shall be deemed to be personal property giving only the rights
provided in this Amended and Restated Declaration of Trust. Every Holder by
virtue of acquiring Interests shall be held to have expressly assented and
agreed to the terms hereof and to be bound hereby. The death, incapacity,
dissolution, termination or bankruptcy of a Holder during the continuance of the
Trust shall not operate to dissolve or terminate the Trust or any series thereof
nor entitle the representative of such Holder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but

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shall entitle the representative of such Holder only to the rights of such
Holder under this Trust. Ownership of Interests shall not entitle the Holder to
any title in or to the whole or any part of the Trust Property or right to call
for a partition or division of the same or for an accounting, nor shall the
ownership of Interests constitute the Holders partners. Neither the Trust nor
the Trustees, nor any officer, employee or agent of the Trust, shall have any
power to bind personally any Holder, nor except as specifically provided herein
to call upon any Holder for the payment of any sum of money or assessment
whatsoever other than such as the Holder may at any time personally agree to
pay.

ARTICLE VII

PURCHASES AND REDEMPTIONS

VII.1 PURCHASES. The Trustees, in their discretion, may, from time
to time, without a vote of the Holders, permit the purchase of Interests by such
party or parties (or increase in the Interests of a Holder) and for such type of
consideration, including, without limitation, cash or property, at such time or
times (including, without limitation, each business day), and on such terms as
the Trustees may deem best, and may in such manner acquire other assets
(including, without limitation, the acquisition of assets subject to, and in
connection with the assumption of, liabilities) and businesses.

VII.2 REDEMPTION BY HOLDER. (a) Each Holder of Interests of the
Trust or any series or class thereof, shall have the right at such times as may
be permitted by the Trust to require the Trust to redeem all or any part of his
or her Interests of the Trust, or series or class thereof, at a redemption price
equal to the net asset value per Interest of the Trust or series or class
thereof, next determined in accordance with Section 7.4 hereof after the
Interests are properly tendered for redemption, subject to any contingent
deferred sales charge or redemption charge in effect at the time of redemption.
Payment of the redemption price shall be in cash; provided, however, that if the
Trustees determine, which determination shall be conclusive, that conditions
exist which make payment wholly in cash unwise or undesirable, the Trust may,
subject to the requirements of the 1940 Act, make payment wholly or partly in
securities or other assets belonging to the Trust or series or class thereof of
which the Interests being

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redeemed are part at the value of such securities or assets used in such
determination of net asset value.

(b) Notwithstanding the foregoing, the Trust may postpone
payment of the redemption price and may suspend the right of the Holders of
Interests of the Trust, or series or class thereof, to require the Trust to
redeem Interests of the Trust, or of any series or class thereof, during any
period or at any time when and to the extent permissible under the 1940 Act.

VII.3 REDEMPTION BY TRUST. Each Interest of the Trust, or series or
class thereof, that has been established and designated is subject to redemption
by the Trust at the redemption price which would be applicable if such Interest
was then being redeemed by the Holder pursuant to Section 7.2 hereof: (i) at any
time, if the Trustees determine in their sole discretion and by majority vote
that it is in the best interests of the Trust, or any series or class thereof,
to abolish any series or class of the Trust, or (ii) upon such other conditions
as may from time to time be determined by the Trustees and set forth in the then
current Prospectus of the Trust with respect to maintenance of Holder accounts
of a minimum amount. Upon such redemption the Holders of the Interests so
redeemed shall have no further right with respect thereto other than to receive
payment of such redemption price.

VII.4 NET ASSET VALUE. (a) The net asset value per Interest of any
series shall be (i) in the case of a series whose Interests are not divided into
classes, the quotient obtained by dividing the value of the net assets of that
series (being the value of the assets belonging to that series less the
liabilities belonging to that series) by the total number of Interests of that
series outstanding, and (ii) in the case of a class of Interests of a series
whose Interests are divided into classes, the quotient obtained by dividing the
value of the net assets of that series allocable to such class (being the value
of the assets belonging to that series allocable to such class less the
liabilities allocable to such class) by the total number of Interests of such
class outstanding; all determined in accordance with the methods and procedures,
including without limitation those with respect to rounding, established by the
Trustees from time to time.

(b) The Trustees may determine to maintain the net asset value
per Interest of any series or any class at a designated constant dollar amount
and in connection

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therewith may adopt procedures consistent with the 1940 Act for continuing
declarations of income attributable to that series or that class as dividends
payable in additional Interests of that series at the designated constant dollar
amount and for the handling of any losses attributable to that series or that
class. Such procedures may provide that in the event of any loss each Holder
shall be deemed to have contributed to the capital of the Trust attributable to
that series his or her pro rata portion of the total number of Interests
required to be cancelled in order to permit the net asset value per Interest of
that series or class to be maintained, after reflecting such loss, at the
designated constant dollar amount. Each Holder of the Trust shall be deemed to
have agreed, by his or her investment in any series or class with respect to
which the Trustees shall have adopted any such procedure, to make the
contribution referred to in the preceding sentence in the event of any such loss

ARTICLE VIII

HOLDERS

VIII.1 RIGHTS OF HOLDERS. The right to conduct any business
hereinbefore described is vested exclusively in the Trustees, and the Holders
shall have no rights under this Declaration or with respect to the Trust
Property other than the beneficial interest conferred by their Interests and the
voting rights accorded to them under this Declaration.

VIII.2 REGISTER OF INTERESTS. A register shall be kept by the Trust
under the direction of the Trustees which shall contain the names and addresses
of the Holders and Interests held by each Holder. Each such register shall be
conclusive as to the identity of the Holders of the Trust and the Persons who
shall be entitled to payments of distributions or otherwise to exercise or enjoy
the rights of Holders. No Holder shall be entitled to receive payment of any
distribution, nor to have notice given to it as herein provided, until it has
given its address to such officer or agent of the Trustees as shall keep the
said register for entry thereon. No certificates certifying the ownership of
interests need be issued except the Trustees may otherwise determine from time
to time.

VIII.3 NOTICES. Any and all notices to which any Holder hereunder
may be entitled and any and all communications shall be deemed duly served or
given if presented personally to a Holder, left at his or her

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residence or usual place of business or sent via United States mail or by
electronic transmission to a Holder at his or her address as it is registered
with the Trust, as provided in Section 8.2. If mailed, such notice shall be
deemed to be given when deposited in the United States mail addressed to the
Holder at his or her address as it is registered with the Trust, as provided in
Section 8.2, with postage thereon prepaid.

VIII.4 MEETINGS OF HOLDERS. Meetings of the Holders may be called at
any time by a majority of the Trustees and shall be called by any Trustee upon
written request of Holders holding, in the aggregate, not less than 10% of the
Interests (or series or class thereof), such request specifying the purpose or
purposes for which such meeting is to be called. Any such meeting shall be held
within or without the State of Delaware on such day and at such time as the
Trustees shall designate. Holders of one-third of the Interests in the Trust,
present in person or by proxy, shall constitute a quorum for the transaction of
any business, except as may otherwise be required by the 1940 Act or other
applicable law or by this Declaration or the By-Laws of the Trust. If a quorum
is present at a meeting, an affirmative vote by the Holders present, in person
or by proxy, holding more than 50% of the total Interests (or series or class
thereof) of the Holders present, either in person or by proxy, at such meeting
constitutes the action of the Holders, unless the 1940 Act, other applicable
law, this Declaration or the By-Laws of the Trust requires a greater number of
affirmative votes. Notwithstanding the foregoing, the affirmative vote by the
Holders present, in person or by proxy, holding less than 50% of the Interests
(or class or series thereof) of the Holders present, in person or by proxy, at
such meeting shall be sufficient for adjournments. Any meeting of Holders,
whether or not a quorum is present, may be adjourned for any lawful purpose
provided that no meeting shall be adjourned for more than six months beyond the
originally scheduled meeting date. Any adjoined session or sessions may be
held, within a reasonable time after the date set for the original meeting
without the necessity of further notice.

VIII.5 NOTICE OF MEETINGS. Written or printed notice of all meetings
of the Holders, stating the time, place and purposes of the meeting, shall be
given as provided in Section 8.3 for the giving of notices. At any such
meeting, any business properly before the meeting may be considered whether or
not stated in the notice of the

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meeting. Any adjourned meeting held as provided in Section 8.4 shall not require
the giving of additional notice.

VIII.6 RECORD DATE. For the purpose of determining the Holders who
are entitled to notice of any meeting and to vote at any meeting, or to
participate in any distribution, or for the purpose of any other action, the
Trustees may from time to time fix a date, not more than 90 calendar days prior
to the date of any meeting of the Holders or payment of distributions or other
action, as the case may be, as a record date for the determination of the
persons to be treated as Holders of record for such purposes, and any Holder who
was a Holder at the date and time so fixed shall be entitled to vote at such
meeting or to be treated as a Holder of record for purposes of such other
action, even though he or she has since that date and time disposed of his or
her Interests, and no Holder becoming such after that date and time shall be so
entitled to vote at such meeting or to be treated as a Holder of record for
purposes of such other action. If the Trustees shall divide the Interests into
two or more series in accordance with Section 6.2 herein, nothing in this
Section shall be construed as precluding the Trustees from setting different
record dates for different series and if the Trustees shall divide any series
into two or more classes in accordance with Section 6.3 herein, nothing in this
Section 8.5 shall be construed as precluding the Trustees from setting different
record dates for different classes.

VIII.7 PROXIES, ETC. At any meeting of Holders, any Holder entitled
to vote thereat may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Secretary, or with
such other officer or agent of the Trust as the Secretary may direct, for
verification prior to the time at which such vote shall be taken.

(a) Pursuant to a resolution of a majority of the Trustees,
proxies may be solicited in the name of one or more Trustees or one or more of
the officers of the Trust. Only Holders of record shall be entitled to vote.
Each Holder shall be entitled to a vote proportionate to its Interest in the
Trust.

(b) When Interests are held jointly by several persons, any one
of them may vote at any meeting in person or by proxy in respect of such
Interest, but if more than one of them shall be present at such meeting in
person or by proxy, and such joint owners or their proxies so

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present disagree as to any vote to be cast, such vote shall not be received in
respect of such Interest.

(c) A proxy purporting to be executed by or on behalf of a
Holder shall be deemed valid unless challenged at or prior to its exercise, and
the burden of proving invalidity shall rest on the challenger. If the Holder is
a minor or a person of unsound mind, and subject to guardianship or to the legal
control of any other person regarding the charge or management of its Interest,
he or she may vote by his or her guardian or such other person appointed or
having such control, and such vote may be given in person or by proxy.

VIII.8 REPORTS. The Trustees shall cause to be prepared, at least
annually, a report of operations containing a balance sheet and statement of
income and undistributed income of the Trust prepared in conformity with
generally accepted accounting principles and an opinion of an independent public
accountant on such financial statements. The Trustees shall, in addition,
furnish to the Holders at least semi-annually interim reports containing an
unaudited balance sheet as of the end of such period and an unaudited statement
of income and surplus for the period from the beginning of the current Fiscal
Year to the end of such period.

VIII.9 INSPECTION OF RECORDS. The records of the Trust shall be open
to inspection by Holders during normal business hours and for any purpose not
harmful to the Trust.

VIII.10 VOTING POWERS. (a) The Holders shall have power to vote only
(i) for the election of Trustees as contemplated by Section 2.2 hereof, (ii)
with respect to any investment advisory contract as contemplated by Section 4.1
hereof, (iii) with respect to termination of the Trust as provided in Section
9.2 hereof, (iv) with respect to amendments to the Amended and Restated
Declaration of Trust as provided in Section 9.3 hereof, (v) with respect to any
merger, consolidation or sale of assets as provided in Section 9.4 hereof, (vi)
with respect to incorporation of the Trust to the extent and as provided in
Section 9.5 hereof, (vii) with respect to such additional matters relating to
the Trust as may be required by the 1940 Act, DBTA, or any other applicable law,
the Declaration, the By-Laws or any registration of the Trust with the
Commission (or any successor agency) or any state, or as and when the Trustees
may consider necessary or desirable.

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(b) Each Holder shall be entitled to vote based on the ratio its
Interest bears to the Interests of all Holders entitled to vote. Until
Interests are issued, the Trustees may exercise all rights of Holders and may
take any action required by law, the Declaration or the By-Laws to be taken by
Holders. The By-Laws may include further provisions for Holders' votes and
meetings and related matters not inconsistent with this Declaration.

VIII.11 HOLDER ACTION BY WRITTEN CONSENT. Any action which may be
taken by Holders may be taken without notice and without a meeting if Holders
holding more than 50% of the total Interests entitled to vote (or such larger
proportion thereof as shall be required by any express provision of this
Declaration) shall consent to the action in writing and the written consents
shall be filed with the records of the meetings of Holders. Such consents shall
be treated for all purposes as votes taken at a meeting of Holders.

VIII.12 HOLDER COMMUNICATIONS. (a) Whenever ten or more Holders who
have been such for at least six months preceding the date of application, and
who hold in the aggregate at least 1% of the total Interests, shall apply to the
Trustees in writing, stating that they wish to communicate with other Holders
with a view to obtaining signatures to a request for a meeting of Holders and
accompanied by a form of communication and request which they wish to transmit,
the Trustees shall within five business days after receipt of such application
either (1) afford to such applicants access to a list of the names and addresses
of all Holders as recorded on the books of the Trust; or (2) inform such
applicants as to the approximate number of Holders, and the approximate cost of
transmitting to them the proposed communication and form of request.

(b) If the Trustees elect to follow the course specified in
clause (2) above, the Trustees, upon the written request of such applicants,
accompanied by a tender of the material to be transmitted and of the reasonable
expenses of transmission, shall, with reasonable promptness, transmit, by United
States mail or by electronic transmission, such material to all Holders at their
addresses as recorded on the books, unless within five business days after such
tender the Trustees shall transmit, by United States mail or by electronic
transmission, to such applicants and file with the Commission, together with a
copy of the material to be transmitted, a written statement signed by at least a
majority of the Trustees to the effect

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that in their opinion either such material contains untrue statements of fact or
omits to state facts necessary to make the statements contained therein not
misleading, or would be in violation of applicable law, and specifying the basis
of such opinion. The Trustees shall thereafter comply with any order entered by
the Commission and the requirements of the 1940 Act and the Securities Exchange
Act of 1934.

ARTICLE IX

DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS: ETC.

IX.1 DURATION. Subject to possible termination in accordance with
the provisions of Section 9.2, the Trust created hereby shall continue
perpetually pursuant to Section 3808 of DBTA.

IX.2 TERMINATION OF TRUST.

(a) The Trust may be terminated (i) by the affirmative vote of
the Holders of not less than two-thirds of the Interests in the Trust at any
meeting of the Holders, or (ii) by an instrument in writing, without a meeting,
signed by a majority of the Trustees and consented to by the Holders of not less
than two-thirds of such Interests, or (iii) by the Trustees by written notice to
the Holders. Upon any such termination,

(i) The Trust shall carry on no business except for the
purpose of winding up its affairs.

(ii) The Trustees shall proceed to wind up the affairs of
the Trust and all of the powers of the Trustees under this Declaration
shall continue until the affairs of the Trust shall have been wound up,
including the power to fulfill or discharge the contracts of the Trust,
collect its assets, sell, convey, assign, exchange, or otherwise dispose of
all or all or any part of the remaining Trust Property to one or more
Persons at public or private sale for consideration which may consist in
whole or in part of cash, securities or other property of any kind,
discharge or pay its liabilities, and do all other acts appropriate to
liquidate its business; provided that any sale, conveyance, assignment,
exchange, or other disposition of all or substantially all of the Trust

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Property shall require approval of the principal terms of the transaction
and the nature and amount of the consideration by the Holders by a Majority
Interests Vote.

(iii) After paying or adequately providing for the payment
of all liabilities, and upon receipt of such releases, indemnities and
refunding agreements, as they deem necessary for their protection, the
Trustees may distribute the remaining Trust Property, in cash or in kind or
partly each, among the Holders according to their respective rights.

(b) Upon termination of the Trust and distribution to the Holders as
herein provided, a majority of the Trustees shall execute and lodge among the
records of the Trust an instrument in writing setting forth the fact of such
termination and file a certificate of cancellation in accordance with Section
3810 of the DBTA. Upon termination of the Trust, the Trustees shall thereon be
discharged from all further liabilities and duties hereunder, and the rights and
interests of all Holders shall thereupon cease.

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IX.3 AMENDMENT PROCEDURE.

(a) All rights granted to the Holders under this Declaration
of Trust are granted subject to the reservation of the right of the Trustees
to amend this Declaration of Trust as herein provided, except as set forth
herein to the contrary. Subject to the foregoing, the provisions of this
Declaration of Trust (whether or not related to the rights of Holders) may be
amended at any time, so long as such amendment is not in contravention of
applicable law, including the 1940 Act, by an instrument in writing signed by
a majority of the then Trustees (or by an officer of the Trust pursuant to
the vote of a majority of such Trustees). Any such amendment shall be
effective as provided in the instrument containing the terms of such
amendment or, if there is no provision therein with respect to effectiveness,
upon the execution of such instrument and of a certificate (which may be a
part of such instrument) executed by a Trustee or officer of the Trust to the
effect that such amendment has been duly adopted.

(b) No amendment may be made, under Section 9.3(a) above,
which would change any rights with respect to any Interest in the Trust by
reducing the amount payable thereon upon liquidation of the Trust, by
repealing the limitations on personal liability of any Holder or Trustee, or
by diminishing or eliminating any voting rights pertaining thereto, except
with a Majority Interests Vote.

(c) A certification signed by a majority of the Trustees
setting forth an amendment and reciting that it was duly adopted by the
Holders or by the Trustees as aforesaid or a copy of the Declaration, as
amended, and executed by a majority of the Trustees, shall be conclusive
evidence of such amendment when lodged among the records of the Trust.

(d) Notwithstanding any other provision hereof, until such
time as Interests are first sold, this Declaration may be terminated or
amended in any respect by the affirmative vote of a majority of the Trustees
or by an instrument signed by a majority of the Trustees.

IX.4 MERGER, CONSOLIDATION AND SALE OF ASSETS. The Trust may merge
or consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange all or substantially all of its
property, including its good will, upon such terms and conditions and for such
consideration when and as authorized

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<PAGE>

by no less than a majority of the Trustees and by a Majority Interests Vote of
the Trust or by an instrument or instruments in writing without a meeting,
consented to by the Holders of not less than 50% of the total Interests of the
Trust and any such merger, consolidation, sale, lease or exchange shall be
deemed for all purposes to have been accomplished under and pursuant to the
statutes of the State of Delaware. In accordance with Section 3815(f) of DBTA,
an agreement of merger or consolidation may effect any amendment to the
Declaration or By-Laws or effect the adoption of a new declaration of trust or
by-laws of the Trust if the Trust is the surviving or resulting business trust.
A certificate of merger or consolidation of the Trust shall be signed by a
majority of the Trustees.

IX.5 INCORPORATION. Upon a Majority Interests Vote, the Trustees may
cause to be organized or assist in organizing a corporation or corporations
under the laws of any jurisdiction or any other trust, partnership, association
or other organization to take over all of the Trust Property, or series thereof,
or to carry on any business in which the Trust shall directly or indirectly have
any interest, and to sell, convey and transfer the Trust Property, or series
thereof, to any such corporation, trust, association or organization in exchange
for the equity interests thereof or otherwise, and to lend money to, subscribe
for the equity interests of, and enter into any contracts with any such
corporation, trust, partnership, association or organization, or any
corporation, partnership, trust, association or organization in which the Trust
holds or is about to acquire equity interests. The Trustees may also cause a
merger or consolidation between the Trust or any successor thereto and any such
corporation, trust, partnership, association or other organization if and to the
extent permitted by law, as provided under the law then in effect. Nothing
contained herein shall be construed as requiring approval of the Holders for the
Trustees to organize or assist in organizing one or more corporations, trusts,
partnerships, associations or other organizations and selling, conveying or
transferring a portion of the Trust Property to such organizations or entities.

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<PAGE>

ARTICLE X

MISCELLANEOUS

X.1 CERTIFICATE OF DESIGNATION; AGENT FOR SERVICE OF PROCESS. The
Trust shall file, in accordance with Section 3812 of DBTA, in the office of the
Secretary of State of Delaware, a certificate of trust, in the form and with
such information required by Section 3810 by DBTA and executed in the manner
specified in Section 3811 of DBTA. In the event the Trust does not have at
least one Trustee qualified under Section 3807(a) of DBTA, then the Trust shall
comply with Section 3807(b) of DBTA by having and maintaining a registered
office in Delaware and by designating a registered agent for service of process
on the Trust, which agent shall have the same business office as the Trust's
registered office. The failure to file any such certificate, to maintain a
registered office, to designate a registered agent for service of process, or to
include such other information shall not affect the validity of the
establishment of the Trust, the Declaration, the By-Laws or any action taken by
the Trustees, the Trust officers or any other Person with respect to the Trust
except insofar as a provision of the DBTA would have governed, in which case the
Delaware common law governs.

X.2 GOVERNING LAW. This Declaration is executed by all of the
Trustees and delivered with reference to DBTA and the laws of the State of
Delaware, and the rights of all parties and the validity and construction of
every provision hereof shall be subject to and construed according to DBTA and
the laws of the State of Delaware (unless and to the extent otherwise provided
for and/or preempted by the 1940 Act or other applicable federal securities
laws); provided, however, that there shall not be applicable to the Trust, the
Trustees or this Declaration (a) the provisions of Section 3540 of Title 12 of
the Delaware Code or (b) any provisions of the laws (statutory or common) of the
State of Delaware (other than the DBTA) pertaining to trusts which are
inconsistent with the rights, duties, powers, limitations or liabilities of the
Trustees set forth or referenced in this Declaration.

X.3 COUNTERPARTS. This Declaration may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.

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<PAGE>

X.4 RELIANCE BY THIRD PARTIES. Any certificate executed by an
individual who, according to the records of the Trust or of any recording office
in which this Declaration may be recorded, appears to be a Trustee hereunder,
certifying to (a) the number or identity of Trustees or Holders, (b) the due
authorization of the execution of any instrument or writing, (c) the form of any
vote passed at a meeting of Trustees or Holders, (d) the fact that the number of
Trustees or Holders present at any meeting or executing any written instrument
satisfies the requirements of this Declaration, (e) the form of any By-Laws
adopted by or the identity of any officers elected by the Trustees, or (f) the
existence of any fact or facts which in any manner relate to the affairs of the
Trust, shall be conclusive evidence as to the matters so certified in favor of
any person dealing with the Trustees and their successors.

X.5 PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

(a) The provisions of this Declaration are severable, and if the
Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, the DBTA, or with other applicable
laws and regulations, the conflicting provisions shall be deemed never to have
constituted a part of this Declaration; provided, however, that such
determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior to
such determination.

(b) If any provision of this Declaration shall be held invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.

X.6 TRUST ONLY. It is the intention of the Trustees to create only a
business trust under DBTA with the relationship of Trustee and beneficiary
between the Trustees and each Holder from time to time. It is not the intention
of the Trustees to create a general partnership, limited partnership, joint
stock association, corporation, bailment, or any form of legal relationship
other than a Delaware business trust except to the extent such trust is deemed
to constitute a corporation under the Code and applicable state

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<PAGE>

tax laws. Nothing in this Declaration of Trust shall be construed to make the
Holders, either by themselves or with the Trustees, partners or members of a
joint stock association.

X.7 WITHHOLDING. Should any Holder be subject to withholding
pursuant to the Code or any other provision of law, the Trust shall withhold all
amounts otherwise distributable to such Holder as shall be required by law and
any amounts so withheld shall be deemed to have been distributed to such Holder
under this Declaration of Trust. If any sums are withheld pursuant to this
provision, the Trust shall remit the sums so withheld to and file the required
forms with the Internal Revenue Service, or other applicable government agency.

X.8 HEADINGS AND CONSTRUCTION. Headings are placed herein for
convenience of reference only and shall not be taken as a part hereof or control
or affect the meaning, construction or effect of this instrument. Whenever the
singular number is used herein, the same shall include the plural; and the
neuter, masculine and feminine genders shall include each other, as applicable.

IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

July , 1998
- ------------------------------------ --
Richard C. Barrett
Trustee

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<PAGE>

STONEBRIDGE FUNDS TRUST

BY-LAWS

These By-Laws are made as of the __ day of ________, 1998 and adopted
pursuant to Section 2.7 of the Declaration of Trust establishing Stonebridge
Funds Trust dated ___________, 1998, as from time to time amended (hereinafter
called the "Declaration"). All words and terms capitalized in these By-Laws
shall have the meaning or meanings set forth for such words or terms in the
Declaration.

ARTICLE I
MEETINGS OF HOLDERS

Section 1.1 ANNUAL MEETING. An annual meeting of the Holders of
Interests in the Trust, which may be held on such date and at such hour as may
from time to time be designated by the Board of Trustees and stated in the
notice of such meeting, is not required to be held unless certain actions must
be taken by the Holders as set forth in Section 8.7 of the Declaration, or
except when the Trustees consider it necessary or desirable.

Section 1.2 CHAIRMAN. The President or, in his or her absence, the
Chief Operating Officer shall act as chairman at all meetings of the Holders
and, in the absence of both of them, the Trustee or Trustees present at the
meeting may elect a temporary chairman for the meeting, who may be one of
themselves or an officer of the Trust.

Section 1.3 PROXIES; VOTING. Holders may vote either in person or by
duly executed proxy and each Holder shall be entitled to a vote proportionate to
his or her Interest in the Trust, all as provided in Article VIII of the
Declaration. No proxy shall be valid after eleven (11) months from the date of
its execution, unless a longer period is expressly stated in such proxy.

Section 1.4 FIXING RECORD DATES. For the purpose of determining the
Holders who are entitled to notice of or to vote or act at a meeting, including
any adjournment thereof, or who are entitled to participate in any
distributions, or for any other proper purpose, the Trustees may from time to
time fix a record date in the manner provided in Section 8.3 of the Declaration.
If the Trustees

<PAGE>

do not, prior to any meeting of the Holders, so fix a record date, then the date
of mailing notice of the meeting shall be the record date.

Section 1.5 INSPECTORS OF ELECTION. In advance of any meeting of the
Holders, the Trustees may appoint Inspectors of Election to act at the meeting
or any adjournment thereof. If Inspectors of Election are not so appointed, the
chairman, if any, of any meeting of the Holders may, and on the request of any
Holder or his or her proxy shall, appoint Inspectors of Election of the meeting.
The number of Inspectors shall be either one or three. If appointed at the
meeting on the request of one or more Holders or proxies, a Majority Interests
Vote shall determine whether one or three Inspectors are to be appointed, but
failure to allow such determination by the Holders shall not affect the validity
of the appointment of Inspectors of Election. In case any person appointed as
Inspector fails to appear or fails or refuses to act, the vacancy may be filled
by appointment made by the Trustees in advance of the convening of the meeting
or at the meeting by the person acting as chairman. The Inspectors of Election
shall determine the Interests owned by Holders, the Interests represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies, shall receive votes, ballots or consents, shall hear and determine all
challenges and questions in any way arising in connection with the right to
vote, shall count and tabulate all votes or consents, determine the results, and
do such other acts as may be proper to conduct the election or vote with
fairness to all Holders. If there are three Inspectors of Election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. On request of the chairman, if any, of the
meeting, or of any Holder or his or her proxy, the Inspectors of Election shall
make a report in writing of any challenge or question or matter determined by
them and shall execute a certificate of any facts found by them.

Section 1.6 RECORDS OF MEETINGS OF HOLDERS. At each meeting of the
Holders there shall be open for inspection the minutes of the last previous
meeting of Holders of the Trust and a list of the Holders of the Trust,
certified to be true and correct by the Secretary or other proper agent of the
Trust, as of the record date of the meeting. Such list of Holders shall contain
the name of each Holder in alphabetical order, the Holder's address and
Interests owned by such Holder. Holders shall have the right to inspect books
and records of the Trust during

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<PAGE>

normal business hours for any purpose not harmful to the Trust.

ARTICLE II
TRUSTEES

Section 2.1 ANNUAL AND REGULAR MEETINGS. The Trustees shall hold an
Annual Meeting of the Trustees for the election of officers and the transaction
of other business which may come before such meeting. Regular meetings of the
Trustees may be held without call or notice at such place or places and times as
the Trustees may by resolution provide from time to time.

Section 2.2 SPECIAL MEETINGS. Special Meetings of the Trustees shall
be held upon the call of the chairman, if any, the President, the Secretary, or
any two Trustees, at such time, on such day and at such place, as shall be
designated in the notice of the meeting.

Section 2.3 NOTICE. Notice of a meeting shall be given by mail
(which term shall include overnight mail) or by telegram (which term shall
include a cablegram or telefacsimile) or delivered personally (which term shall
include notice by telephone). If notice is given by mail, it shall be mailed
not later than 72 hours preceding the meeting and if given by telegram or
personally, such notice shall be delivered not later than 24 hours preceding the
meeting. Notice of a meeting of Trustees may be waived before or after any
meeting by signed written waiver. Neither the business to be transacted at, nor
the purpose of, any meeting of the Board of Trustees need be stated in the
notice or waiver of notice of such meeting, and no notice need be given of
action proposed to be taken by written consent. The attendance of a Trustee at
a meeting shall constitute a waiver of notice of such meeting except where a
Trustee attends a meeting for the express purpose of objecting, at the
commencement of such meeting, to the transaction of any business on the ground
that the meeting has not been lawfully called or convened.

Section 2.4 CHAIRMAN; RECORDS. The Trustees shall appoint a Chairman
of the Board from among their number. Such Chairman of the Board shall act as
chairman at all meetings of the Trustees; in his or her absence the President
shall act as chairman; and, in the absence of all of them, the Trustees present
shall elect one of their number to act as temporary chairman. The results of
all

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<PAGE>

actions taken at a meeting of the Trustees, or by written consent of the
Trustees, shall be recorded by the Secretary.

Section 2.5 AUDIT COMMITTEE. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, appoint from its members an
Audit Committee composed of two or more Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust, as the Board may from time
to time determine. The Audit Committee shall (a) recommend independent public
accountants for selection by the Board, (b) review the scope of audit,
accounting and financial internal controls and the quality and adequacy of the
Trust's accounting staff with the independent public accountants and such other
persons as may be deemed appropriate, (c) review with the accounting staff and
the independent public accountants the compliance of transactions of the Trust
with its investment adviser, administrator or any other service provider with
the financial terms of applicable contracts or agreements, (d) review reports of
the independent public accountants and comment to the Board when warranted,
(e) report to the Board at least once each year and at such other times as the
committee deems desirable, and (f) be directly available at all times to
independent public accountants and responsible officers of the Trust for
consultation on audit, accounting and related financial matters.

Section 2.6 NOMINATING COMMITTEE OF TRUSTEES. The Board of Trustees
may, by the affirmative vote of a majority of the entire Board, appoint from its
members a Trustee Nominating Committee composed of two or more Trustees. The
Trustee Nominating Committee shall recommend to the Board a slate of persons to
be nominated for election as Trustees by the Holders at a meeting of the Holders
and a person to be elected to fill any vacancy occurring for any reason in the
Board. Notwithstanding anything in this Section to the contrary, if the Trust
has in effect a plan pursuant to Rule 12b-1 under the 1940 Act, the selection
and nomination of those Trustees who are not "interested persons" (as defined in
the Act) shall be committed to the discretion of such Disinterested Trustees.

Section 2.7 EXECUTIVE COMMITTEE. The Board of Trustees may appoint
from its members an Executive Committee composed of those Trustees as the Board
may from time to time determine, of which committee the Chairman of the Board
shall be a member. In the intervals between meetings of the Board, the
Executive Committee shall have the power of the Board to (a) determine the value
of securities and assets

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<PAGE>

owned by the Trust, (b) elect or appoint officers of the Trust to serve until
the next meeting of the Board, and (c) take such action as may be necessary to
manage the portfolio security loan business of the Trust. All action by the
Executive Committee shall be recorded and reported to the Board at its meeting
next succeeding such action.

Section 2.8 OTHER COMMITTEES. The Board of Trustees may appoint from
among its members other committees composed of two or more of its Trustees which
shall have such powers as may be delegated or authorized by the resolution
appointing them.

Section 2.9 COMMITTEE PROCEDURES. The Board of Trustees may at any
time change the members of any committee, fill vacancies or discharge any
committee. In the absence of any member of any committee, the member or members
thereof present at any meeting, whether or not they constitute a quorum, may
unanimously appoint to act in the place of such absent member a member of the
Board who, except in the case of the Executive Committee, is not an "interested
person" of the Trust as the Board may from time to time determine. Each
committee may fix its own rules of procedure and may meet as and when provided
by those rules. Copies of the minutes of all meetings of committees other than
the Nominating Committee and the Executive Committee shall be distributed to the
Board unless the Board shall otherwise provide.

ARTICLE III
OFFICERS

Section 3.1 OFFICERS OF THE TRUST; COMPENSATION. The officers of the
Trust shall consist of a President, a Secretary, a Treasurer and such other
officers or assistant officers, including Vice Presidents, as may be elected by
the Trustees. Any two or more of the offices may be held by the same person.
The Trustees may designate a Vice President as an Executive Vice President and
may designate the order in which the other Vice Presidents may act. No officer
of the Trust need be a Trustee. The Board of Trustees may determine what, if
any, compensation shall be paid to officers of the Trust.

Section 3.2 ELECTION AND TENURE. At the initial organization meeting
and thereafter at each annual meeting of the Trustees, the Trustees shall elect
the President, Secretary, Treasurer and such other officers as the Trustees
shall deem necessary or appropriate in order to carry out

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<PAGE>

the business of the Trust. Such officers shall hold office until the next
annual meeting of the Trustees and until their successors have been duly elected
and qualified. The Trustees may fill any vacancy in office or add any
additional officers at any time.

Section 3.3 REMOVAL OF OFFICERS. Any officer may be removed at any
time, with or without cause, by action of a majority of the Trustees. This
provision shall not prevent the making of a contract of employment for a
definite term with any officer and shall have no effect upon any cause of action
which any officer may have as a result of removal in breach of a contract of
employment. Any officer may resign at any time by notice in writing signed by
such officer and delivered or mailed to the President or Secretary, and such
resignation shall take effect immediately, or at a later date according to the
terms of such notice in writing.

Section 3.4 BONDS AND SURETY. Any officer may be required by the
Trustees to be bonded for the faithful performance of his or her duties in such
amount and with such sureties as the Trustees may determine.

Section 3.5 PRESIDENT AND VICE-PRESIDENTS. The President shall be
the chief executive officer of the Trust and, subject to the control of the
Trustees, shall have general supervision, direction and control of the business
of the Trust and of its employees and shall exercise such general powers of
management as are usually vested in the office of president of a corporation.
The President shall preside at all meetings of the Holders and, in the absence
of the Chairman of the Board, the President shall preside at all meetings of the
Trustees. The President shall be, ex officio, a member of all standing
committees. Subject to direction of the Trustees, the President shall have the
power, in the name and on behalf of the Trust, to execute any and all loan
documents, contracts, agreements, deeds, mortgages, and other instruments in
writing, and to employ and discharge employees and agents of the Trust. Unless
otherwise directed by the Trustees, the President shall have full authority and
power, on behalf of all of the Trustees, to attend and to act and to vote, on
behalf of the Trust at any meetings of business organizations in which the Trust
holds an interest, or to confer such powers upon any other persons, by executing
any proxies duly authorizing such persons. The President shall have such
further authorities and duties as the Trustees shall from time to time
determine. In the absence or disability of the President,

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<PAGE>

the Vice Presidents in order of their rank or the Vice President designated by
the Trustees, shall perform all of the duties of President, and when so acting
shall have all the powers of and be subject to all of the restrictions upon the
President. Subject to the direction of the President, the Treasurer and each
Vice President shall have the power in the name and on behalf of the Trust to
execute any and all loan documents, contracts, agreements, deeds, mortgages and
other instruments in writing, and, in addition, shall have such other duties and
powers as shall be designated from time to time by the Trustees, the Chairman,
or the President.

Section 3.6 SECRETARY. The Secretary shall keep the minutes of all
meetings of, and record all votes of, Holders, Trustees and any committees of
Trustees, provided that, in the absence or disability of the Secretary, the
Holders or Trustees or committee may appoint any other person to keep the
minutes of a meeting and record votes. The Secretary shall attest the signature
or signatures of the officer or officers executing any instrument on behalf of
the Trust. The Secretary shall also perform any other duties commonly incident
to such office in a Delaware business trust and shall have such other
authorities and duties as the Trustees shall from time to time determine.

Section 3.7 TREASURER. Except as otherwise directed by the Trustees,
the Treasurer shall have the general supervision of the monies, funds,
securities, notes receivable and other valuable papers and documents of the
Trust, and shall have and exercise under the supervision of the Trustees and of
the Chairman and the President all powers and duties normally incident to his
office. He or she may endorse for deposit or collection all notes, checks and
other instruments payable to the Trust or to its order. He or she shall deposit
all funds of the Trust as may be ordered by the Trustees, the Chairman or the
President. He or she shall keep accurate account of the books of the Trust's
transactions which shall be the property of the Trust and which, together with
all other property of the Trust in his or her possession, shall be subject at
all times to the inspection and control of the Trustees. Unless the Trustees
shall otherwise determine, the Treasurer shall be the principal accounting
officer of the Trust and shall also be the principal financial officer of the
Trust. He or she shall have such other duties and authorities as the Trustees
shall from time to time determine. Notwithstanding anything to the contrary
herein contained, the Trustees may authorize any adviser or administrator to
maintain bank

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<PAGE>

accounts and deposit and disburse funds on behalf of the Trust.

Section 3.8 OTHER OFFICERS AND DUTIES. The Trustees may elect such
other officers and assistant officers as they shall from time to time determine
to be necessary or desirable in order to conduct the business of the Trust.
Assistant officers shall act generally in the absence of the officer whom they
assist and shall assist that officer in the duties of his or her office. Each
officer, employee and agent of the Trust shall have such other duties and
authority as may be conferred upon him or her by the Trustees or delegated to
him or her by the President.

ARTICLE IV
CUSTODIAN

Section 4.1 APPOINTMENT AND DUTIES. The Trustees shall at all times
employ a custodian or custodians with authority as its agent, but subject to
such restrictions, limitations and other requirements, if any, as may be
contained in these By-Laws:

(1) to hold the securities owned by the Trust and deliver the
same upon written order;

(2) to receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or elsewhere as the Trustees
may direct;

(3) to disburse such funds upon orders or vouchers;

(4) if authorized by the Trustees, to keep the books and
accounts of the Trust and furnish clerical and accounting services; and

(5) if authorized to do so by the Trustees, to compute the net
income and net assets of the Trust;

all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. The Trustees may also authorize the custodian to employ one
or more sub-custodians, from time to time, to perform such of the acts and
services of the custodian and upon such terms and

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<PAGE>

conditions as may be agreed upon between the custodian and such sub-custodian
and approved by the Trustee.

Section 4.2 CENTRAL CERTIFICATE SYSTEM. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct the
custodian to deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, any such other person or
entity with which the Trustees may authorize deposit in accordance with the 1940
Act, pursuant to which system all securities of any particular class or series
of any issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities. All such deposits shall be subject to withdrawal only upon the
order of the Trust.

ARTICLE V
MISCELLANEOUS

Section 5.1 DEPOSITORIES. In accordance with Article IV of these By-
Laws, the funds of the Trust shall be deposited in such depositories as the
Trustees shall designate and shall be drawn out on checks, drafts or other
orders signed by such officer, officers, agent or agents (including any adviser
or administrator), as the Trustees may from time to time authorize.

Section 5.2 SIGNATURES. All contracts and other instruments shall be
executed on behalf of the Trust by such officer, officers, agent or agents, as
provided in these By-Laws or as the Trustees may from time to time by resolution
or authorization provide.

Section 5.3 FISCAL YEAR. The fiscal year of the Trust shall end on
October 31 of each year, subject, however, to change from time to time by the
Board of Trustees.

ARTICLE VI
INTERESTS

Section 6.1 INTERESTS. Except as otherwise provided by law, the
Trust shall be entitled to recognize the exclusive right of a person in whose
name Interests

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<PAGE>

stand on the record of Holders as the owners of such Interests for all purposes,
including, without limitation, the rights to receive distributions, and to vote
as such owner, and the Trust shall not be bound to recognize any equitable or
legal claim to or interest in any such Interests on the part of any other
person.

Section 6.2 REGULATIONS. The Trustees may make such additional rules
and regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the sale and purchase of Interests of the Trust.

Section 6.3 DISTRIBUTION DISBURSING AGENTS AND THE LIKE. The
Trustees shall have the power to employ and compensate such distribution
disbursing agents, warrant agents and agents for the reinvestment of
distributions as they shall deem necessary or desirable. Any of such agents
shall have such power and authority as is delegated to any of them by the
Trustees.

ARTICLE VII
AMENDMENT OF BY-LAWS

Section 7.1 AMENDMENT AND REPEAL OF BY-LAWS. In accordance with
Section 2.7 of the Declaration, the Trustees shall have the power to alter,
amend or repeal the By-Laws or adopt new By-Laws at any time. The Trustees
shall in no event adopt By-Laws which are in conflict with the Declaration,
DBTA, the 1940 Act or applicable federal securities laws.

Section 7.2 NO PERSONAL LIABILITY. The Declaration establishing Time
Horizon Funds provides that the name Time Horizon Funds does not refer to the
Trustees as individuals or personally; and no Trustee, officer, employee or
agent of, or Holder of Interest in, Time Horizon Funds shall be held to any
personal liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of Time Horizon Funds (except to the extent of a Holder's Interest in
the Trust).

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<PAGE>

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT is made as of ___________, 1998 between
STONEBRIDGE FUNDS TRUST a Delaware business trust (the "Trust"), on behalf of
the Stonebridge Growth Fund series of the Trust (the "Fund") and STONEBRIDGE
CAPITAL MANAGEMENT, INCORPORATED, a California corporation (the "Investment
Adviser").

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and

WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory services to the Fund;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:

1. APPOINTMENT. The Trust hereby appoints the Investment Adviser to
serve as investment adviser to the Fund for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.

2. SERVICES. Subject to the supervision of the Trust's Board of Trustees
(the "Board"), the Investment Adviser will provide a continuous investment
program for the Fund, including investment research and management with respect
to all securities and investments and cash equivalents held by the Fund. The
Investment Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Fund. The Investment
Adviser will provide its services under this Agreement in accordance with the
Fund's investment objective, policies and restrictions as stated in the Fund's
prospectus and statement of additional information, as currently in effect and
as amended from time to time (collectively, the "Prospectus"), and resolutions
of the Board. The Investment Adviser further agrees that it:

(a) Will conform with all applicable rules and regulations of the
Securities and Exchange Commission and will conduct its activities under this
Agreement in accordance with all other applicable laws.

(b) Will place all orders for the purchase and sale of portfolio securities
for the account of the Fund with brokers or dealers selected by the Investment
Adviser. In executing portfolio transactions and selecting brokers or dealers,
the Investment Adviser will use its best efforts to seek on behalf of the Fund,
the best available price and

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<PAGE>

execution. In assessing the best overall terms available for any transaction,
the Investment Adviser will consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the size
of the order, the difficulty and risk of execution, the financial condition and
execution capability of the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a continuing basis.

In evaluating the best overall terms available, and in selecting the broker
or dealer to execute a particular transaction, the Investment Adviser may also
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to
the Fund and/or other accounts over which the Investment Adviser exercises
investment discretion. The Investment Adviser is authorized to pay to a broker
or dealer who provides such brokerage and research services a commission or
spread for executing a portfolio transaction for the Fund which is in excess of
the amount of commission or spread another broker or dealer would have charged
for effecting that transaction, if the Investment Adviser determines in good
faith that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer viewed in
terms of that particular transaction or in terms of the overall responsibilities
of the Investment Adviser to the Fund. The Investment Adviser may also select
brokers who sell shares of the Fund to execute portfolio transactions. The
extent and continuation of these practices will be subject to periodic review by
the Board.

In executing portfolio transactions for the Fund, the Investment Adviser
may, but will not be obligated to, aggregate the securities to be sold or
purchased with those of its other clients where such aggregation is not
inconsistent with the policies set forth in the Prospectus, to the extent
permitted by applicable laws and regulations. In such event, the Investment
Adviser will allocate the securities so purchased or sold, and the expenses
incurred in the transaction, in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and such other
clients.

(c) Will maintain all books and records with respect to the securities
transactions of the Fund, keep books of account with respect to the Fund and
furnish the Board with such periodic and special reports as the Board may
request.

(d) Will treat confidentially and as proprietary information of the Fund
all records and other information relative to the Fund or the Trust and
shareholders of the Fund or those persons or entities who respond to inquiries
concerning investment in the Fund, and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder or under any other agreement with the Trust except after prior
notification to and approval in writing by the Trust, which approval will not be
unreasonably withheld and may not be withheld where the Investment Adviser may
be exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Trust. Nothing contained herein, however, will prohibit the
Investment Adviser from advertising to or soliciting the public generally with
respect to

2
<PAGE>

other products or services, including, but not limited to, any advertising or
marketing via radio, television, newspapers, magazines or direct mail
solicitation, regardless of whether such advertisement or solicitation may
coincidentally include prior or present Investors or those persons or entities
who have responded to inquiries regarding the Fund.

3. SERVICES NOT EXCLUSIVE. The Investment Adviser will for all purposes
herein be deemed to be an independent contractor and will, unless otherwise
expressly provided herein or authorized by the Board from time to time, have no
authority to act for or represent the Trust in any way or otherwise be deemed
its agent. The investment management services furnished by the Investment
Adviser hereunder are not deemed exclusive, and the Investment Adviser will be
free to furnish similar services to others so long as its services under this
Agreement are not impaired thereby.

4. BOOKS AND RECORDS. In compliance with the requirements of Rule 3la-3
under the 1940 Act, the Investment Adviser agrees that all records which it
maintains for the Fund are the property of the Trust and further agrees to
surrender promptly to the Trust any such records upon the Trust's request. In
addition, the Investment Adviser agrees to preserve for the periods prescribed
by Rule 3la-2 under the 1940 Act the records required to be maintained by Rule
3la-1 under the 1940 Act.

5. EXPENSES. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Fund.

6. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, the Fund will pay the Investment Adviser and the
Investment Adviser will accept as full compensation therefor a fee, computed
daily and paid monthly (in arrears), at the annual rate of 0.75% of the average
daily net assets of the Fund.

The Investment Adviser may from time to time voluntarily agree to reduce
its fees or absorb other operating expenses to ensure that the expenses of the
Fund do not exceed certain limitations. In such event, any such reductions and
other expenses paid by the Investment Adviser will be repaid to the Investment
Adviser by the Fund, without interest, at such later time or times as they may
be repaid without causing the aggregate operating expenses of the Fund to exceed
such voluntary expense limitation, but in no event later than five years after
the year in which any such reductions or expenses are incurred. In the event
this Agreement is terminated for any reason, any such repayment obligation will
also be terminated without further liability to the Fund.

7. REPRESENTATIONS AND WARRANTIES.

(a) The Trust represents and warrants to the Investment Adviser that: (i)
it is a business trust duly organized and existing and in good standing under
the laws of the State of Delaware and is duly qualified to conduct its business
in the State of Delaware

3
<PAGE>

and in such other jurisdictions where the nature of its activities or its
properties owned or leased makes such qualification necessary; (ii) the Fund is
a series of the Trust and the Trust is a registered open-end management
investment company under the 1940 Act; (iii) a registration statement on Form
N-lA under the Securities Act of 1933, as amended, on behalf of the Trust is
currently effective and will remain effective, and appropriate state securities
law filings have been made and will continue to be made, with respect to all
shares of the Fund being offered for sale; (iv) it is empowered under
applicable laws and by its Declaration of Trust and Bylaws to enter into and
perform this Agreement; and (v) all requisite Trust proceedings have been taken
to authorize it to enter into and perform this Agreement.

(b) The Investment Adviser represents and warrants to the Trust that: (i)
it is a corporation duly organized and existing and in good standing under the
laws of the State of California and is duly qualified to conduct its business in
the State of California and in such other jurisdictions where the nature of its
activities or its properties owned or leased makes such qualification necessary;
(ii) it is empowered under applicable laws and by its Articles of Incorporation
and Bylaws to enter into and perform this Agreement; (iii) all requisite
corporate proceedings have been taken to authorize it to enter into and perform
this Agreement; and (iv) it is a registered investment adviser under the
Investment Advisers Act of 1940 and applicable state laws.

8. LIMITATION OF LIABILITY; INDEMNIFICATION.

(a) The Investment Adviser will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
matters to which this Agreement relates, except for liability resulting from
willful misfeasance, bad faith or gross negligence on the part of the Investment
Adviser in the performance of its duties, or by reason of the Investment
Adviser's reckless disregard of its obligations and duties under this Agreement.

(b) The Trust will indemnify and hold harmless the Investment Adviser from
and against all liabilities, damages, costs and expenses that the Investment
Adviser may incur in connection with any action, suit, investigation or
proceeding arising out of or otherwise based on any action actually or allegedly
taken or omitted to be taken by the Investment Adviser with respect to the
performance of its duties or obligations hereunder or otherwise as an investment
adviser of the Fund; provided, however, that the Investment Adviser will not be
entitled to indemnification with respect to any liability to the Trust or the
shareholders of the Fund by reason of willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the performance of its
duties, or by reason of the Investment Adviser's reckless disregard of its
obligations and duties under this Agreement.

9. DURATION AND TERMINATION. This Agreement will become effective on the
date first written above. Unless sooner terminated as provided herein, this
Agreement will continue in effect with respect to the Fund for a period of one
year from the date hereof. Thereafter, if not terminated, this Agreement will
continue in effect with

4
<PAGE>

respect to the Fund for successive annual periods, provided such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board or by vote of a majority of the outstanding
voting securities of the Fund. Notwithstanding the foregoing, this Agreement
may be terminated with respect to the Fund at any time, without the payment of
any penalty, by the Trust (by vote of the Board or by vote of a majority of the
outstanding voting securities of the Fund), or by the Investment Adviser, upon
not less than 60 days' written notice. This Agreement will immediately
terminate in the event of its assignment. (As used in this Agreement, the terms
"majority of the outstanding voting securities," "interested persons" and
"assignment" have the same meaning as the meaning of such terms in the 1940
Act.)

10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement will be
effective as to the Fund until approved by vote of a majority of the outstanding
voting securities of the Fund, except as may be permitted by the 1940 Act.

11. NOTICES. Notices of any kind to be given to the either party will be
in writing and will be duly given if mailed, delivered or communicated by answer
back facsimile transmission to the party at 1801 Century Park East, Suite 1800,
Los Angeles, California 90067, Facsimile (310) 277-1456, Attention: President,
or at such other address or to such individual as will be so specified by the
party.

12. MISCELLANEOUS.

(a) This Agreement constitutes the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof.

(b) The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

5
<PAGE>

(c) If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will not
be affected thereby.

(d) This Agreement will be binding upon and will inure to the benefit of
the parties hereto and their respective successors and will be governed by the
internal laws, and not the law of conflicts of laws, of the State of Delaware;
provided that nothing herein will be construed in a manner inconsistent with the
1940 Act, the Investment Advisers Act of 1940, as amended, or any rule or
regulation of the Securities and Exchange Commission thereunder.

(e) The Investment Adviser acknowledges that the Declaration of Trust of
the Trust provides that the obligations of the Trust under this Agreement are
not binding on any officers, trustees, or shareholders of the Trust
individually, but are binding only upon the assets and properties of the Fund.
The Investment Adviser further acknowledges and agrees that the liabilities,
obligations and expenses incurred hereunder with respect to the Fund shall be
enforceable against the assets and property of the Fund only, and not against
the assets or property of any other series of the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date first above written.

STONEBRIDGE FUNDS TRUST

BY:
------------------------------------
NAME:
------------------------------
TITLE:
-----------------------------

STONEBRIDGE CAPITAL MANAGEMENT, INC.

BY:
------------------------------------
NAME:
------------------------------
TITLE:
-----------------------------

<PAGE>

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT is made as of ___________, 1998 between
STONEBRIDGE FUNDS TRUST a Delaware business trust (the "Trust"), on behalf of
the Stonebridge Aggressive Growth Fund series of the Trust (the "Fund") and
STONEBRIDGE CAPITAL MANAGEMENT, INCORPORATED, a California corporation (the
"Investment Adviser").

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and

WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory services to the Fund;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:

(a) Will conform with all applicable rules and regulations of the
Securities and Exchange Commission and will conduct its activities under this
Agreement in accordance with all other applicable laws.

1
<PAGE>

2
<PAGE>

7. REPRESENTATIONS AND WARRANTIES.

3
<PAGE>

and in such other jurisdictions where the nature of its activities or its
properties owned or leased makes such qualification necessary; (ii) the Fund
is a series of the Trust and the Trust is a registered open-end management
investment company under the 1940 Act; (iii) a registration statement on Form
N-lA under the Securities Act of 1933, as amended, on behalf of the Trust is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all shares of the Fund being offered for sale; (iv) it is
empowered under applicable laws and by its Declaration of Trust and Bylaws to
enter into and perform this Agreement; and (v) all requisite Trust
proceedings have been taken to authorize it to enter into and perform this
Agreement.

8. LIMITATION OF LIABILITY; INDEMNIFICATION.

4
<PAGE>

12. MISCELLANEOUS.

(a) This Agreement constitutes the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof.

(b) The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

5
<PAGE>

(c) If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will not
be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date first above written.

STONEBRIDGE FUNDS TRUST

BY:
-----------------------------
NAME:
---------------------------
TITLE:
--------------------------

STONEBRIDGE CAPITAL
MANAGEMENT, INC.

BY:
-----------------------------
NAME:
---------------------------
TITLE:
--------------------------

<PAGE>

GENERAL DISTRIBUTION AGREEMENT

AGREEMENT dated as of ________, 1998 between the Stonebridge Funds Trust, a
Delaware business trust (the "Trust"), on behalf of the Stonebridge Growth Fund
and the Stonebridge Aggressive Growth Fund, each a series of the Trust
(collectively, "the Funds"), and ALPS Mutual Funds Services, Inc., a Colorado
corporation and a registered broker-dealer under the Securities Exchange Act of
1934, having its principal place of business in Denver, Colorado (the
"Distributor").

WHEREAS, the Trust wishes to employ the services of the Distributor in
connection with the promotion and distribution of the Funds' shares of
beneficial interest (the "Shares");

NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein contained, the parties agree as follows:

1. Documents - The Trust has furnished the Distributor with copies of the
Declaration of Trust, Investment Advisory Agreement, Administration Agreement,
Custody Agreement, Transfer Agency and Service Agreement, current Prospectus and
Statement of Additional Information, and all forms relating to any plan, program
or service offered by the Funds. The Trust shall furnish promptly to the
Distributor a copy of any amendment or supplement to any of the above-mentioned
documents. The Trust shall furnish promptly to the Distributor any additional
documents necessary or advisable to perform its functions hereunder.

2. Sale of Shares - The Trust grants to the Distributor the right to sell
the Shares as agent on behalf of the Trust, during the term of this
Agreement, subject to the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and of the laws governing the sale of
securities in the various states "Blue Sky" laws, under the terms and
conditions set forth in this Agreement. The Distributor (i) shall have the
right to sell, as agent on behalf of the Trust, Shares authorized for issue
and registered under the 1933 Act, and (ii) may sell Shares under offers of
exchange between Funds.

3. Sale of Shares by the Trust - The rights granted to the Distributor shall
be nonexclusive in that the Trust reserves the right to sell Shares to investors
on applications received and accepted by the Trust. Further, the Trust reserves
the right to issue Shares in connection with the merger, consolidation or other
combination by the Trust, through purchase or otherwise, with any other entity.

4. Shares Covered by this Agreement - This Agreement shall apply to unissued
Shares of the Funds, if the Trust establishes one or more additional series with
respect to which it wishes to retain the Distributor to serve as distributor
hereunder, it will notify the Distributor in writing. If

<PAGE>

the Distributor is willing to render such services under this Agreement, it will
so notify the Trust in writing, whereupon such series will become a "Fund" as
defined hereunder and will be subject to the provisions of this Agreement to the
same extent as the Funds named above, except to the extent that such provisions
are modified with respect to such new Fund in writing by the Trust and the
Distributor and Shares of the Funds repurchased for resale.

5. Public Offering Price - Except as otherwise noted in the Funds' current
Prospectus and/or Statement of Additional Information, all Shares sold to
investors by the Distributor or the Trust will be sold at the public offering
price. The public offering price for all accepted subscriptions will be the net
asset value per Share, as determined in the manner described in the Funds'
current Prospectus and/or Statement of Additional Information, plus a sales
charge (if any) described in the Funds' current Prospectus and/or Statement of
Additional Information. The Funds shall in all cases receive the net asset
value per Share on all sales. If a sales charge is in effect, the Distributor
shall have the right, subject to such rules or regulations of the Securities and
Exchange Commission ("SEC") as may then be in effect pursuant to Section 22 of
the Investment Company Act of 1940, as amended (the "1940 Act"), to pay a
portion of the sales charge to dealers who have sold Shares of the Funds. If a
fee in connection with shareholder redemptions is in effect, the Funds shall
collect the fee on behalf of the Distributor and, unless otherwise agreed upon
by the Trust and the Distributor, the Distributor shall be entitled to receive
all of such fees.

6. Suspension of Sales - If and whenever the determination of net asset value
is suspended and until such suspension is terminated, no further orders for
Shares shall be processed by the Distributor except such unconditional orders as
may have been placed with the Distributor before it had knowledge of the
suspension. In addition, the Trust reserves the right to suspend sales and the
Distributor's authority to process orders for Shares on behalf of the Funds if,
in the judgment of the Trust, it is in the best interests of the Funds to do so.
Suspension will continue for such period as may be determined by the Trust.

7. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts, consistent
with its other business, to secure purchasers for Shares of the Funds. This
shall not prevent the Distributor from entering into like arrangements
(including arrangements involving the payment of underwriting commissions) with
other issuers. If a sales charge is in effect, the Distributor shall have the
right to enter into sales agreements with dealers of its choice for the sale of
Shares of the Funds to the public at the public offering price only and fix in
such agreements the portion of the sales charge which may be retained by
dealers, provided that the Trust shall approve the form of the dealer agreement
and the dealer discounts set forth therein and shall evidence such approval by
filing said form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement.

All activities by Distributor and its agents and employees as distributor of the
Shares shall comply with all applicable laws, rules and regulations, including,
without limitation, all rules and regulations made or adopted pursuant to the
1940 Act by the SEC or any securities association registered under the
Securities Exchange Act of 1934.

2
<PAGE>

The Distributor will provide one or more persons, during normal business hours
(7:00 a.m. to 6:00 p.m. Mountain Time), as required, to respond to telephone
questions with respect to the Funds.

The Distributor will promptly transmit any orders received by it for purchase,
redemption or exchange of the Shares to the Fund's transfer agent, and will
promptly transmit any payments for shares to the Fund's transfer agent or
custodian.

8. Authorized Representations - The Distributor is not authorized by the Trust
to give any information or to make any representations other than those
contained in the appropriate Registration Statement or Prospectus and Statement
of Additional Information filed with the SEC under the 1933 Act (as such
Registration Statement, Prospectus and Statement of Additional Information may
be amended from time to time), or contained in shareholder reports or other
material that may be prepared by or on behalf of the Funds for the Distributor's
use. Consistent with the foregoing, the Distributor may prepare and distribute
sales literature or other material as it may deem appropriate in consultation
with the Trust, provided such sales literature complies with applicable law and
regulation.

9. Registration of Shares - The Trust agrees that it will take all action
necessary to register the Shares under the 1933 Act so that there will be
available for sale the number of Shares the Distributor may reasonably be
expected to sell. The Trust shall make available to the Distributor, at the
Distributor's expense, such number of copies of the currently effective
Prospectus and Statement of Additional Information as the Distributor may
reasonably request. The Trust, at its expense, shall furnish to the Distributor
copies of all information, financial statements and other records which the
Distributor may reasonably request for use in connection with the distribution
of Shares of the Funds.

10. Distribution Expenses - Unless otherwise agreed to by the parties hereto in
writing, the Distributor shall bear all expenses in connection with the
performance of its services hereunder, including, but not limited to, the cost
of printing and distributing any Prospectuses and Statements of Additional
Information or reports in connection with the offering of Shares for sale to the
public other than those required to be distributed to existing shareholders of
the Funds. The cost to the Distributor shall be the incremental cost of
preparing materials above those required to satisfy existing shareholder
requirements. The Distributor shall have no obligation to pay or to reimburse
the Funds for any other expenses incurred by or on behalf of the Funds.

11. Fund Expenses - Unless otherwise agreed to by the parties hereto in writing
or by the Trust and the Trust's other agents, the Funds shall pay all fees and
expenses in connection with (a) the filing of any registration statement under
the 1933 Act and amendments prepared for use in connection with the offering of
Shares for sale to the public, (b) preparing, setting in type, printing and
mailing Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders, (c) preparing, setting in type, printing
and mailing any

3
<PAGE>

report (including Annual and Semi-Annual Reports) or other communication to
shareholders of the Fund, and (d) the "Blue Sky" registration and qualification
of Shares for sale in the various states in which the Board of Trustees of the
Trust shall determine it advisable to qualify such Shares for sale (including
registering the Fund as a broker or dealer or any officer of the Fund as agent
or salesman in any state).

12. Use of the Distributor's Name - The Trust shall not use the name of the
Distributor, or any of its affiliates, in any Prospectus or Statement of
Additional Information, sales literature, and other material relating to the
Funds in any manner without the prior written consent of the Distributor (which
shall not be unreasonably withheld); provided, however, that the Distributor
hereby approves all lawful uses of the names of the Distributor and its
affiliates in the Prospectuses and Statements of Additional Information of the
Trust and in all other materials which merely refer in accurate terms to their
appointments hereunder or which are required by the SEC, NASD, OCC or any state
securities authority

13. Use of the Trust's Name or Funds' Names - Neither the Distributor nor any
of its affiliates shall use the name of the Trust or the Funds in any
Prospectuses or Statements of Additional Information, sales literature, or other
material relating to the Trust on any forms for other than internal use in any
manner without the prior consent of the Trust (which shall not be unreasonably
withheld); provided however, that the Trust hereby approves all lawful uses of
its name in sales literature and all other materials which are required by the
Distributor in the discharge of its duties hereunder which merely refer in
accurate terms to the appointment of the Distributor hereunder, or which are
required by the SEC, NASD, OCC or any state securities authority.

14. Insurance - The Distributor agrees to maintain fidelity bond and liability
insurance coverages which are, in scope and amount, consistent with coverages
customary for distribution activities. The Distributor shall notify the Trust
upon receipt of any notice of material, adverse change in the terms or
provisions of its insurance coverage. Such notification shall include the date
of change and the reason or reasons therefor. The Distributor shall notify the
Trust of any material claim against the Distributor, whether or not covered by
insurance, and shall notify the Trust from time to time as may be appropriate of
the total outstanding claims made by the Distributor under its insurance
coverage.

15. Indemnification - The Trust agrees to indemnify and hold harmless the
Distributor and each of its directors, officers and employees, and each person,
if any, who controls the Distributor within the meaning of Section 15 of the
1933 Act, against any loss, liability, claim, damages or expenses (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in connection
therewith) which any such person may incur in connection with any action, suit,
investigation or proceeding arising out of or based upon the ground that the
Registration Statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the Trust (as
from time to time amended) included an untrue statement of a material fact or
omitted to state a material fact required to be stated or necessary in order to
make the statements not

4
<PAGE>

misleading under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it harmless to the
extent that the statement or omission was made in reliance upon, and in
conformity with, information furnished to the Trust by or on behalf of the
Distributor.

Notwithstanding the foregoing, the Trust shall not be required to indemnify any
person hereunder unless a court of competent jurisdiction has determined, in a
final decision on the merits, that the person to be indemnified was not liable
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of such person's duties, or by reason of such person's reckless
disregard of such person's obligations under this Agreement ("disabling
conduct"), or, in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the indemnified person was not liable by
reason of disabling conduct by (i) a vote of a majority of a quorum of the Board
of Trustees of the Trust who are neither "interested persons" of the Trust as
defined in Section 2(a)(19) of the 1940 Act nor parties to the proceeding, or
(ii) an independent legal counsel in a written opinion.

In no case (i) is the indemnity of the Trust in favor of the Distributor or any
other person indemnified herein to be deemed to protect the Distributor or any
other person against any liability to the Trust or its security holders to which
the Distributor or such other person would otherwise be subject by reason of
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 this Agreement, or (ii) is the Trust to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made against the
Distributor or such other person indemnified herein unless the Distributor or
such other person, as the case may be, shall have notified the Trust in writing
of the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or such other person (or after the Distributor or
such other person shall have received notice of service on any designated
agent). However, failure to notify the Trust of any claim shall not relieve the
Trust from any liability which it may have to the Distributor or such other
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Trust shall be entitled to
participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such claims, but if the Trust
elects to assume the defense, the defense shall be conducted by counsel chosen
by the Trust and reasonably satisfactory to the Distributor or such other person
or persons, defendant or defendants in the suit. In the event the Trust elects
to assume the defense of any suit and retain counsel, the Distributor, its
officers or directors or controlling person or persons, or such other person or
persons, defendant or defendants in the suit, shall bear the fees and expenses
of any additional counsel retained by it or them. If the Trust does not elect
to assume the defense of any suit, it will reimburse the Distributor, its
officers or directors or controlling person or persons, or such other person or
persons, defendant or defendants in the suit for the reasonable fees and
expenses of any counsel retained by it or them. The Trust agrees to notify the
Distributor promptly of the commencement of any litigation or proceedings
against it or any of its officers or Trustees in connection with the issuance or
sale of any of the Shares.

5
<PAGE>

The Distributor agrees to indemnify and hold harmless the Trust and each of its
Trustees, officers and employees, and each person, if any, who controls the
Trust within the meaning of Section 15 of the 1933 Act, against any loss,
liability, damages, claims or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages, claim or
expense and reasonable counsel fees incurred in connection therewith) which such
person may incur in connection with any action, suit, investigation or
proceeding arising out of or based upon the 1933 Act or any other statute or
common law, alleging any wrongful act of the Distributor or any of its employees
or alleging that the Registration Statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made public by
the Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements not misleading, insofar as the
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Trust by or on behalf of the Distributor. In no
case (i) is the indemnity of the Distributor in favor of the Trust or such other
person indemnified to be deemed to protect the Trust or such other person
against any liability to the Trust or its security holders to which the Trust or
such other person would otherwise be subject by reason of 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 this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement contained in
this paragraph with respect to any claim made against the Trust or such other
person indemnified unless the Trust or such other person, as the case may be,
shall have notified the Distributor in writing of the claim within a reasonable
time after the summons or other first written notification giving information of
the nature of the claim shall have been served upon the Trust or such other
person (or after the Trust or such other person shall have received notice of
service on any designated agent). However, failure to notify the Distributor of
any claim shall not relieve the Distributor from any liability which it may have
to the Trust or such other person against whom the action is brought otherwise
than on account of its indemnity agreement contained in this paragraph. In the
case of any notice to the Distributor, it shall be entitled to participate, at
its own expense, in the defense or, if it so elects, to assume the defense of
any suit brought to enforce any such claim, but if the Distributor elects to
assume the defense, the defense shall be conducted by counsel chosen by it and
reasonably satisfactory to the Trust, to its officers and Trustees and to any
controlling person or persons, or such other person or persons, defendant or
defendants in the suit. In the event that the Distributor elects to assume the
defense of any suit and retain counsel, the Trust or its controlling person or
persons, or such other person or persons, defendant or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by it or
them. If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Trust, its officers and Trustees or controlling person or
persons, or such other person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by it or them. The
Distributor agrees to notify the Trust promptly of the commencement of any
litigation or proceedings against it in connection with the issuance and sale of
any of the Shares.

6
<PAGE>

16. Liability of the Distributor - The Distributor shall not be liable for any
damages or loss suffered by the Trust in connection with the matters to which
this Agreement relates, except for (a) damage or loss resulting from willful
misfeasance, bad faith or gross negligence on the Distributor's part in the
performance, or reckless disregard, of its duties under this Agreement, and (b)
damage and loss for which the Distributor has agreed to indemnify the Trust
under Section 15 of this Agreement. Any person, even though also an officer,
director, employee or agent of the Distributor or any of its affiliates, who may
be or become an officer of the Trust, shall be deemed, when rendering services
to or acting on any business of the Trust in any such capacity (other than
services or business in connection with the Distributor's duties under this
Agreement), to be rendering such services to or acting solely for the Trust and
not as an officer, director, employee or agent or one under the control or
direction of the Distributor or any of its affiliates, even if paid by the
Distributor or an affiliate thereof.

17. Acts of God, Etc. - The Distributor shall not be liable for delays or
errors occurring by reason of circumstances not reasonably foreseeable and
beyond its control, including but not limited to acts of civil or military
authority, national emergencies, work stoppages, fire, flood, catastrophe, acts
of God, insurrection, war riot, or failure of communication or power supply. In
addition, in the event of equipment breakdowns which are (i) beyond the
reasonable control of the Distributor and (ii) not primarily attributable to the
failure of the Distributor to reasonably maintain or provide for the maintenance
of such equipment, the Distributor shall, at no additional expense to the Trust,
take reasonable steps in good faith to minimize service interruptions but shall
have no liability with respect thereto.

18. Supplemental Information - The Distributor and the Trust shall regularly
consult with each other regarding the Distributor's performance of its
obligations under this Agreement. In connection therewith, the Trust shall
submit to the Distributor at a reasonable time in advance of filing with the SEC
copies of any amended or supplemented Registration Statements (including
exhibits) under the 1933 Act and the 1940 Act, and, a reasonable time in advance
of their proposed use, copies of any amended or supplemented forms relating to
any plan, program or service offered by the Trust. Any change in such material
which would require any change in the Distributor's obligations under the
foregoing provisions shall be subject to the Distributor's approval, which shall
not be unreasonably withheld.

19. Term - This Agreement will become effective as of the date first written
above or such later date as may be agreed upon by the parties hereto, and shall
continue until ___________, 1999, and thereafter shall continue automatically
with respect to each Fund for successive annual periods, provided such
continuance is specifically approved at least annually (i) by the Trust's Board
of Trustees or (ii) by a vote of a majority of the outstanding Shares of the
Trust (as defined in the 1940 Act), provided that in either event the
continuance is also approved by the majority of

7
<PAGE>

the Trust's Trustees who are not parties to the Agreement or interested persons
(as defined in the 1940 Act) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable with respect to each Fund without penalty on not less
than sixty days' notice by the Trust's Trustees, by vote of a majority of the
outstanding Shares of the Fund (as defined in the 1940 Act) or by the
Distributor. Any termination shall not affect the rights and obligations of the
parties under Sections 15, 19 or 21 hereof. This Agreement shall automatically
terminate in the event of its assignment (as defined in the 1940 Act).

Upon the termination of this Agreement, the Distributor, at the Trust's expense
and direction, shall transfer to such successor as the Trust shall specify all
relevant books, records and other data established or maintained by the
Distributor under this Agreement.

20. Notice - Any notice required or permitted to be given by either party to
the other hereunder shall be deemed sufficient if sent by (i) telex, (ii)
telecopier, or (iii) registered or certified mail, postage prepaid, addressed by
the party giving notice to the other party at the following address or at such
other address as may from time to time be furnished by the other party to the
party giving notice: if to the Trust at 1801 Century Park East, Suite 1800, Los
Angeles, California 90067, Attn: Craig B. Burger and if to the Distributor, at
370 17th Street, Suite 3100, Denver, Colorado, 80202, Attn: James V. Hyatt.

21. Confidential Information - The Distributor, its officers, directors,
employees and agents will treat confidentially and as proprietary information of
the Trust all records and other information relative to the Trust and to prior
or present shareholders or to those persons or entities who respond to the
Distributor's inquiries concerning investment in the Trust, and will not use
such records and information for any purposes other than performance of its
responsibilities and duties hereunder. If the Distributor is requested or
required by oral questions, interrogatories, request for information or
documents, or subpoena in connection with any civil investigation, demand or
other action, proceeding or process or is otherwise required by law, statute,
regulation, writ, decree or the like to disclose such information, the
Distributor will provide the Trust with prompt written notice of any such
request or requirement so that the Trust may seek an appropriate protective
order or other appropriate remedy and/or waive compliance with this provision.
If such order or other remedy is not sought, or obtained, or waiver not
received, the Distributor may, without liability hereunder, disclose to the
person, entity or agency requesting or requiring the information that portion of
the information that is legally required in the opinion of Distributor's
counsel.

22. Miscellaneous - Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Colorado to the extent federal law does not govern. The
captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect. Except as otherwise provided herein or under the 1940
Act, this Agreement may not be changed, waived, discharged or amended except by
written instrument which shall make specific reference to this Agreement and
which shall be signed by the party

8
<PAGE>

against which enforcement of such change, waiver, discharge or amendment is
sought. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

The Distributor acknowledges that the Declaration of Trust of the Trust provides
that the obligations of the Trust under this Agreement are not binding on any
officers, trustees or shareholders of the Trust individually, but are binding
only upon the assets and properties of the various Funds. The Distributor
further acknowledges and agrees that the liabilities, obligations and expenses
incurred hereunder with respect to a particular Fund shall be enforceable
against the assets and property of such Fund only, and not against the assets or
property of the other Fund or any other series of the Trust.

IN WITNESS WHEREOF, the Trust has executed this instrument in its name and
behalf by one of its officers duly authorized, and the Distributor has executed
this instrument in its name and behalf by one of its officers duly authorized,
as of the day and year first above written.

ALPS MUTUAL FUNDS SERVICES, INC.

By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------

STONEBRIDGE FUNDS TRUST

By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------

<PAGE>

ADMINISTRATION AGREEMENT

As of ________________, 1998

ALPS Mutual Funds Services, Inc.
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

Dear Sirs:

Stonebridge Funds Trust, a Delaware business trust (the "Trust"), on
behalf of the Stonebridge Growth Fund and the Stonebridge Aggressive Growth
Fund, each a series of the Trust (each a "Fund" and collectively, the "Funds"),
herewith confirms its agreement with ALPS Mutual Funds Services, Inc. ("ALPS")
as follows:

The Funds desire to employ their capital by investing and reinvesting
the same in investments of the type and in accordance with the limitations
specified in the Funds' Prospectus and Statement of Additional Information as
from time to time in effect, copies of which have been or will be submitted to
ALPS, and resolutions of the Trust's Board of Trustees. The Trust desires to
employ ALPS as its administrator for the Funds.

1. SERVICES AS ADMINISTRATOR

Subject to the direction and control of the Board of Trustees of the
Trust, ALPS will: (a) assist in maintaining office facilities (which may be in
the offices of ALPS or a corporate affiliate but shall be in such location as
the Trust and ALPS shall reasonably determine); (b) furnish clerical services
and stationery and office supplies; (c) compile data for and prepare with
respect to the Funds timely notices to the Securities and Exchange Commission
required pursuant to Rule 24f-2 under the Investment Company Act of 1940 (the
"1940 Act") and Semi-Annual Reports on Form N-SAR; (d) coordinate execution and
filing by the Trust of all federal and state tax returns and required tax
filings other than those required to be made by the Trust's custodian; (e)
prepare compliance filings pursuant to state "Blue Sky" securities laws with the
advice of the Trust's counsel; (f) assist to the extent requested by the Trust
with the Trust's preparation of Annual and Semi-Annual Reports to the Funds'
shareholders and Registration Statements for the Trust (on Form N-1A or any
replacement therefor); (g) monitor the Funds' expense accruals and pay all
expenses on proper authorization from the Trust; (h) monitor each Fund's status
as a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended from time to time; (i) maintain the Trust's fidelity
bond as required by the 1940 Act; (j) monitor compliance with the policies and
limitations of the Funds as set forth in the Prospectus, Statement of Additional
Information, and Declaration of Trust; (k) generally assist in the Funds'
operations; (l) perform Transfer Agency services as set

<PAGE>

out in the "Transfer Agency Agreement" and 800-line servicing; and (m) act as
principal underwriter and distributor of the Funds' securities pursuant to a
Distribution Agreement.

In compliance with the requirements of Rule 31a-3 under the 1940 Act,
ALPS hereby agrees that all records which it maintains for the Trust are the
property of the Trust and further agrees to surrender promptly to the Trust any
of such records upon the Trust's request. ALPS further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act.

2. FEES; DELEGATION; EXPENSES

In consideration of services rendered pursuant to this Agreement, the
Transfer Agency Agreement, and all other services described herein, each Fund
will pay ALPS a fee, computed daily and payable monthly in arrears, at the
annual rate of .10% of the average daily net assets of the Fund up to
$250,000,000 and 0.075% of the average daily net assets of the Fund in excess
of $250,000,000. At all times ALPS' fee for each Fund will be no less than
$6,250 per month. Net asset value shall be computed in accordance with the
Funds' Prospectus and Statement of Additional Information and resolutions of the
Trust's Board of Trustees. The fee for any portion of a month shall be
pro-rated according to the proportion which such portion bears to the full
monthly period.

This fee arrangement is based on the fact that: (a) any foreign
holdings of the Funds are invested via American Depository Receipts ("ADRs") or
other securities which trade on a U.S. exchange (should the Funds have
investments in non-U.S. exchange traded securities the Funds will bear
incremental pricing and custody costs associated with such international
securities); (b) the Funds have a single class of shares (additional minimum
fees would apply for each additional class); (c) shareholders receive quarterly
statements; and (e) any NASD registration and insurance costs of any Stonebridge
Capital Management, Incorporated employees who become licensed with ALPS
pursuant to a separate arrangement shall be borne by Stonebridge Capital
Management, Incorporated and not the Trust or ALPS.

ALPS will from time to time employ or associate itself with such
person or persons or organizations as ALPS may believe to be desirable in the
performance of its duties. Such person or persons may be officers and employees
who are employed by both ALPS and the Trust. The compensation of such person or
persons or organizations shall be paid by ALPS and no obligation shall be
incurred on behalf of the Trust in such respect.

ALPS will bear all expenses in connection with the performance of its
services under this Agreement and all related agreements, except as otherwise
provided herein. ALPS will not bear any of the costs of Stonebridge Capital
Management, Incorporated personnel. Other expenses incurred in the operation of
the Funds shall be borne by the Funds, including costs of bookkeeping, pricing,
and accounting services; transfer agency and custodial expenses; taxes;
interest; Trustees' fees; brokerage fees and commissions; state "Blue Sky"
qualification fees; advisory fees; insurance premiums; fidelity bond premiums;
Trust and advisory related

<PAGE>

legal expenses; costs of maintenance of Trust existence; printing and delivery
of materials in connection with meetings of the Trustees; and SEC registration
fees.

3. PROPRIETARY AND CONFIDENTIAL INFORMATION

ALPS agrees on behalf of itself and its officers, directors, employees
and agents, to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Funds and their shareholders
and not to use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld where ALPS may be exposed to
civil, regulatory or criminal proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, or when so
requested by the Trust.

4. LIMITATION OF LIABILITY

ALPS shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Trust in connection with the matters to which
this Agreement relates, except for a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement.

5. TERM

This Agreement shall become effective as of the date set forth above
and, unless sooner terminated as provided herein, shall continue with respect to
each Fund until July 31, 2000 (the "Initial Term"). Thereafter, this Agreement
shall continue automatically with respect to each Fund for successive annual
periods ending December 31 of each year, PROVIDED such continuance is
specifically approved at least annually by the Trust's Board of Trustees.
During the Initial Term, the performance of ALPS' obligations and duties as
Administrator shall be specifically reviewed at least annually by the Trust's
Board of Trustees. During the Initial Term, this Agreement may be terminated
with respect to any Fund, without penalty, solely by agreement of the parties or
for cause (as defined below) on not less than ninety days written notice by the
Trust's Board of Trustees. After the Initial Term, this Agreement may be
terminated with respect to any Fund with or without cause and without penalty,
by the Board of Trustees, or by ALPS, on not less than ninety days written
notice.

Termination for "cause" for the Initial Term shall mean:

(i) willful misfeasance, bad faith, gross negligence, or reckless disregard
on the part of ALPS with respect to its obligations and duties hereunder;

(ii) Regulatory, administrative, or judicial proceedings against ALPS which
result in a determination that it has violated any rule, regulation, order, or
law and which, in the reasonable judgment of the Trust's Board of Trustees,
substantially impairs the performance of ALPS' obligations and duties hereunder;

<PAGE>

(iii) financial difficulties on the part of ALPS which are evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time in effect, or any applicable law
other than said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of the rights of
creditors; or

(iv) failure by ALPS to keep in effect professional liability insurance
naming ALPS as insured and providing coverage with respect to ALPS' activities
on behalf of the Trust in the amount of at least $1,000,000.

6. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Colorado
to the extent federal law does not govern.

7. OTHER PROVISIONS

The Trust recognizes that from time to time directors, officers and
employees of ALPS may serve as directors, officers and employees of other
corporations or businesses (including other investment companies) and that such
other corporations and funds may include ALPS as part of their name and that
ALPS or its affiliates may enter into administration or other agreements with
such other corporations and funds.

ALPS acknowledges that the Declaration of Trust of the Trust provides
that the obligations of the Trust under this Agreement are not binding on any
officers, trustees or shareholders of the Trust individually, but are binding
only upon the assets and properties of the various Funds. ALPS further
acknowledges and agrees that the liabilities, obligations and expenses incurred
hereunder with respect to a particular Fund shall be enforceable against the
assets and property of such Fund only, and not against the assets or property of
the other Fund or any other series of the Trust.

If the Trust establishes one or more additional series with respect to
which it wishes to retain ALPS to serve as administrator hereunder, it will
notify ALPS in writing. If ALPS is willing to render such services under this
Agreement, it will so notify the Trust in writing, whereupon such series will
become a "Fund" as defined hereunder and will be subject to the provisions of
this Agreement to the same extent as the Funds named above, except to the extent
that such provisions are modified with respect to such new Fund in writing by
the Trust and ALPS.

If the foregoing is in accordance with your understanding, will you kindly so
indicate by signing and returning to us the enclosed copy hereof.

<PAGE>

Accepted: Very Truly Yours,

ALPS MUTUAL FUNDS SERVICES, INC. STONEBRIDGE FUNDS TRUST

By: By:
----------------------------- -----------------------------
Name: Name:
--------------------------- ---------------------------
Title: Title:
-------------------------- --------------------------

<PAGE>

TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
STONEBRIDGE FUNDS TRUST
AND
ALPS MUTUAL FUNDS SERVICES, INC.

TABLE OF CONTENTS

Page No.
--------

Article 1. Terms of Appointment; Duties of ALPS. . . . . . . . . . . . . . . 2

Article 2. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 5

Article 3. Representations and Warranties of ALPS. . . . . . . . . . . . . . 6

Article 4. Representations and Warranties of the Trust . . . . . . . . . . . 6

Article 5. Data Access and Proprietary Information . . . . . . . . . . . . . 7

Article 6. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . 9

Article 7. Standard of Care. . . . . . . . . . . . . . . . . . . . . . . . .11

Article 8. Covenants of the Trust and ALPS . . . . . . . . . . . . . . . . .12

Article 9. Termination of Agreement. . . . . . . . . . . . . . . . . . . . .13

Article 10. Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . .13

Article 11. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . .14

Article 12. Colorado Law to Apply . . . . . . . . . . . . . . . . . . . . .14

Article 13. Merger of Agreement . . . . . . . . . . . . . . . . . . . . . .14

Article 14. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .15

<PAGE>

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the ___ day of _______, 1998, by and between STONEBRIDGE
FUNDS TRUST (the "Trust"), a Delaware business trust, having its principal
office and place of business at 1801 Century Park East, Los Angeles California
90067, and ALPS MUTUAL FUNDS SERVICES, INC., a Colorado corporation having its
principal office and place of business at 370 17th Street, Suite 3100, Denver,
Colorado 80202 ("ALPS" or the "Administrator");

WHEREAS, the Trust and ALPS have entered into an Administration Agreement
dated as of ___________, 1998 (the "Administration Agreement") pursuant to which
ALPS is to provide various services;

WHEREAS, the Trust in accordance with the Administration Agreement
desires to appoint ALPS as its transfer agent, dividend disbursing agent and
agent in connection with certain other activities, and ALPS desires to accept
such appointment; and

WHEREAS, the Trust presently offers Shares (as defined below);

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

ARTICLE 1. TERMS OF APPOINTMENT; DUTIES OF ALPS

1.01 Subject to the terms and conditions set forth in this Agreement,
the Trust hereby employs and appoints ALPS to act as, and ALPS agrees to act as,
the Trust's transfer agent for the Trust's authorized and issued shares of
beneficial interest ("Shares") of the Stonebridge Growth Fund and Stonebridge
Aggressive Growth Fund series of the Trust (each a "Fund" and collectively, the
"Funds") and any additional series of shares of the Trust ("Shares"), dividend
disbursing agent and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of the Trust ("Shareholders") and set
out in the currently effective

2
<PAGE>

prospectus and statement of additional information from time to time
("prospectus") of the Trust, including without limitation any periodic
investment plan or periodic withdrawal program.

1.02 ALPS agrees that it will perform the following services in
accordance with the Trust's prospectus:

(a) In accordance with procedures established from time to time
by agreement between the Trust and ALPS, ALPS shall:

(i) Receive for acceptance orders for the purchase of Shares, promptly
deliver payment and appropriate documentation thereof to the Custodian of
the Fund (who is referred to herein as the "Custodian") authorized by the
Board of Trustees of the Trust, and make proper remittance of any sales
load received by it to the persons entitled to the same as instructed by
the Trust's Administrator;

(ii) Pursuant to purchase orders, issue the appropriate number of Shares and
hold such Shares in the appropriate Shareholder accounts;

(iii) In the event any check or other order for the transfer of money is
returned unpaid, take such steps as it may deem appropriate or the Trust
may instruct to protect the Trust and ALPS from financial loss;

(iv) Receive for acceptance redemption requests and redemption directions and
deliver the appropriate documentation thereof to the Custodian;

(v) In respect to the transactions in items (i), (ii) and (iv) above, ALPS
shall execute transactions directly with broker-dealers authorized by the
Trust who shall thereby be deemed to be acting on behalf of the Trust;

(vi) At the appropriate time as and when it receives monies paid to it by the
Custodian with respect to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as instructed by the redeeming
Shareholders;

3
<PAGE>

(vii) Effect transfers of Shares by the registered owners thereof upon receipt
of appropriate instructions;

(viii) Prepare and transmit payments (or where appropriate credit Shareholder
accounts) for dividends and distributions declared by the Trust;

(ix) Maintain records of account for and advise the Trust and its Shareholders
as to the foregoing; and

(x) Record the issuance of Shares of the Trust and maintain pursuant to SEC
Rule 17Ad-10(e) a record of the total number of Shares of the Trust which
are authorized, based upon data provided to it by the Trust, and issued
and outstanding. ALPS shall also provide the Trust on a regular basis
with the total number of Shares which are authorized and issued and
outstanding.

(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), ALPS
shall:

(i) perform the customary services of a transfer agent, dividend disbursing
agent and, as relevant, agent in connection with accumulation,
open-account or similar plans (including without limitation any periodic
investment plan or periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts, preparing shareholder
meeting lists, mailing proxies, mailing Shareholder reports and
prospectuses to current Shareholders, withholding taxes on U.S. resident
and non-resident alien accounts and maintaining records with respect to
such withholding, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to Shareholders for
all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, responding to Shareholder telephone
calls and Shareholder

4
<PAGE>

correspondence, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information; and

(ii) provide a system which will enable the Trust to monitor the total number
of Shares sold in each State.

(c) In addition, the Trust's administrator, with assistance
from outside counsel if necessary, shall (i) identify to
ALPS in writing those transactions and assets to be treated
as exempt from blue sky reporting for each State and (ii)
verify the establishment of transactions for each State on
the system established pursuant to (b)(ii) above prior to
activation and thereafter monitor the daily activity for
each State.
(d) Procedures as to who shall provide certain of these
services in Article 1 may be established from time to time
by agreement between the Trust and ALPS in accordance with
the attached service responsibility schedule. ALPS may at
times perform only a portion of these services and the
Trust or its agent may perform these services on the
Trust's behalf.
(e) ALPS shall provide additional services on behalf of the
Trust (e.g., escheatment services) which may be agreed upon
in writing between the Trust and ALPS.

ARTICLE 2. FEES AND EXPENSES

2.01 For the services performed by ALPS pursuant to this Agreement, the
Trust agrees to pay ALPS fees in accordance with the terms of the Administration
Agreement.

2.02 In addition to the fee paid under Section 2.01 above, the Trust
agrees to reimburse ALPS for out-of-pocket expenses, including but not limited
to confirmation production, postage, forms, telephone, microfilm, microfiche,
tabulating proxies, records storage, or advances incurred by ALPS and for any
other expenses incurred by ALPS at the request or with the consent of the Trust.

5
<PAGE>

2.03 The Trust agrees to pay all fees and reimbursable expenses within
thirty (30) days following the receipt of the respective billing notice.
Postage for mailing of proxies to all Shareholder accounts shall be advanced to
ALPS by the Trust at least seven (7) days prior to the mailing date of such
materials.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF ALPS

ALPS represents and warrants to the Trust that:

3.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of Colorado.

3.02 It is duly qualified to carry on its business in the State of
Colorado.

3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.

3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.

3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.

3.06 It is duly registered as a transfer agent under the Securities
Exchange Act of 1934.

3.07 It has and will continue to take all reasonable measures to verify
that it has taken adequate steps toward "Year 2000" computer system compliance.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE TRUST

The Trust represents and warrants to ALPS that:

4.01 It is a business trust duly organized and existing and in good
standing under the laws of Delaware, currently consisting of two series:
Stonebridge Growth Fund and Stonebridge aggressive Growth Fund.

6
<PAGE>

4.02 It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.

4.03 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.

4.04 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.

4.05 A registration statement under the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, is currently effective and will
remain effective, and appropriate state securities law filings have been made
and will continue to be made, with respect to all Shares of the Trust being
offered for sale.

ARTICLE 5. DATA ACCESS AND PROPRIETARY INFORMATION

5.01 The Trust acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to the Trust by ALPS as part of the Trust's ability to access
certain related data ("Customer Data") maintained by ALPS on data bases under
the control and ownership of ALPS ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to ALPS or other service
providers authorized by ALPS and/or the Trust. It is understood that Customer
Data, which includes data provided to ALPS by or on behalf of the Trust and
records belonging to the Trust pursuant to Section 31 of the Investment Company
Act of 1940 as amended (and the Rules thereunder), will not be deemed to be Data
Access Services or Proprietary Information. The Trust agrees to treat all
Proprietary Information as proprietary to ALPS and further agrees that it shall
not divulge any Proprietary Information to any person or organization except as
may be provided hereunder. Without limiting the foregoing, the Trust agrees for
itself and its employees and agents:

7
<PAGE>

(a) to access Customer Data maintained by ALPS solely from locations
as may be designated in writing by and solely in accordance with
ALPS' applicable user documentation;

(b) to refrain from copying or duplicating in any way the Proprietary
Information;

(c) to refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is inadvertently
obtained, to inform ALPS in a timely manner of such fact and
dispose of such information in accordance with ALPS' instructions;

(d) to refrain from causing or allowing third-party data acquired
hereunder from being retransmitted to any other computer facility
or other location, except with the prior written consent of ALPS;

(e) that the Trust shall have access only to those authorized
transactions agreed upon by the parties;

(f) to honor all reasonable written requests made by ALPS to protect
at ALPS' expense the rights of ALPS in Proprietary Information at
common law, under federal copyright law and under other federal or
state law.

Each party shall take reasonable efforts to advise its employees or
independent service contractors of the obligations pursuant to this Article 5.
The obligations of this Article shall survive any termination of this Agreement.

5.02 If the Trust notifies ALPS that any of the Data Access Services do not
operate in material compliance with the most recently issued user documentation
for such services, ALPS shall endeavor in a timely manner to correct such
failure. Organizations from which ALPS may obtain certain data included in the
Data Access Services are solely responsible for the contents of such data and
the Trust agrees to make no claim against ALPS arising out of the contents of
such third-party data,

8
<PAGE>

including, but not limited to, the accuracy thereof, provided that ALPS will
comply with all reasonable requests for assistance from the Trust in resolving
any claim or other discrepancy the Trust may have with such third party
organizations. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS
AVAILABLE BASIS (PROVIDED THAT ALPS SHALL CONTINUE TO BE RESPONSIBLE FOR ANY
DELAY IN OR OTHER FAILURE OF PERFORMANCE THAT ARISES AS A RESULT OF A MATTER
REASONABLY WITHIN ALPS' CONTROL). ALPS EXPRESSLY DISCLAIMS ALL WARRANTIES
EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.03 If the transactions available to the Trust include the ability for
a shareholder of the Trust to originate an electronic financial instruction to
ALPS in order to (i) effect the transfer or movement of cash or Shares or (ii)
transmit Shareholder information or other information, then in such event ALPS
shall be entitled to rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with reasonable security procedures established by ALPS
from time to time.

ARTICLE 6. INDEMNIFICATION

6.01 ALPS shall not be responsible for, and the Trust shall indemnify
and hold ALPS harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to:

(a) All actions taken or omitted to be taken by ALPS or its
agents or subcontractors required to be taken pursuant to this Agreement,
provided that such actions are taken in good faith and without negligence or
willful misconduct.

9
<PAGE>

(b) The Trust's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Trust hereunder.

(c) The good faith reliance on or use by ALPS or its agents or
subcontractors of written information, records and documents or services which
(i) are received or relied upon by ALPS or its agents or subcontractors and
furnished to it or performed by or on behalf of the Trust, and (ii) have been
prepared, maintained and/or performed by the Trust or any other authorized
person or firm on behalf of the Trust.

(d) The reliance on, or the carrying out by ALPS or its agents
or subcontractors of, any instructions or requests of the Trust.

(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state subject to the responsibilities of ALPS set forth in the Administration
Agreement.

6.02 At any time ALPS may apply to any officer of the Trust for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by ALPS under this
Agreement, and ALPS and its agents or subcontractors shall not be liable and
shall be indemnified by the Trust for any action taken or omitted by ALPS in
reliance upon such instructions or upon the opinion of such counsel (provided
such counsel is reasonably satisfactory to the Trust). ALPS, its agents and
subcontractors shall be protected and indemnified in acting upon any paper or
document furnished by or on behalf of the Trust, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents reasonably believed to be
genuine and provided ALPS or its agents or subcontractors by machine readable
input, telex,

10
<PAGE>

CRT data entry or other similar means authorized by the Trust, and shall not be
held to have notice of any change of authority of any person until receipt of
written notice thereof from the Trust. ALPS, its agents and subcontractors
shall also be protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile signatures of the
officer(s) of the Trust, and the proper countersignature of any former transfer
agent or former registrar, or of a co-transfer agent or co-registrar.

6.03 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.

6.04 In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which the Trust may be
required to indemnify ALPS, ALPS shall promptly notify the Trust of such
assertion, and shall keep the Trust advised with respect to all developments
concerning such claim. The Trust shall have the option to participate with ALPS
in the defense of such claim or to defend against said claim in its own name or
in the name of ALPS. ALPS shall in no case confess any claim or make any
compromise in any case in which the Trust may be required to indemnify ALPS
except with the Trust's prior written consent.

ARTICLE 7. STANDARD OF CARE

7.01 ALPS shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees.

11
<PAGE>

ARTICLE 8. COVENANTS OF THE TRUST AND ALPS

8.01 The Trust shall promptly furnish to ALPS the following:

(a) A certified copy of the resolution of the Board of Trustees
of the Trust authorizing the appointment of ALPS and the execution and delivery
of this Agreement.

(b) A copy of the Declaration of Trust and By-Laws of the Trust
and all amendments thereto.

(c) A copy of each resolution of the Board of Trustees of the
Trust designating authorized persons to give instructions to ALPS.

8.02 ALPS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Trust for safekeeping of share
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.

8.03 ALPS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable, as required by
applicable laws, rules and regulations. To the extent required by Section 31 of
the Investment Company Act of 1940, as amended, and the Rules thereunder, ALPS
agrees that all such records prepared or maintained by ALPS relating to the
services to be performed by ALPS hereunder are the property of the Trust and
will be preserved, maintained and made available in accordance with such Section
and Rules, and will be surrendered promptly to the Trust on and in accordance
with its request. Additionally, ALPS will make reasonably available to the
Trust and its authorized representatives records maintained by ALPS pursuant to
this Agreement for reasonable inspection, use and audit, and will take all
reasonable action to assist the Trust's independent accountants in rendering
their opinions.

12
<PAGE>

8.04 ALPS and the Trust agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be used for any other purpose or voluntarily
disclosed to any other person, except as may be required by law.

8.05 In case of any requests or demands for the inspection of the
Shareholder records of the Trust, ALPS will endeavor to notify the Trust and to
secure instructions from an authorized officer of the Trust as to such
inspection. ALPS reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.

ARTICLE 9. TERMINATION OF AGREEMENT

9.01 This Agreement may be terminated by either party upon ninety (90)
days written notice to the other. Not withstanding anything to the contrary in
this Agreement, ALPS may not terminate this Agreement prior to the later of: (i)
the expiration of the initial or any renewal term of the Administration
Agreement; or (ii) the effectiveness of any termination notice pursuant to the
Administration Agreement. This Agreement may be terminated immediately by the
Trust should ALPS cease to be qualified to act as the Trust's transfer agent
pursuant to applicable law.

9.02 Should the Trust exercise its right to terminate, other than as a
result of a default under this Agreement by ALPS, all out-of-pocket expenses
associated with the movement of records and material will be borne by the
Trust.

ARTICLE 10. ASSIGNMENT

13
<PAGE>

10.01 Except as provided in Section 10.03 below, neither this Agreement
nor any rights or obligations hereunder may be assigned by either party without
the written consent of the other party.

10.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.

10.03 ALPS may, without further consent on the part of the Trust,
subcontract for the performance hereof with (i) State Street Bank and Trust
Company, a duly registered transfer agent pursuant to Section 17A(c)(1) of
the Securities Exchange Act of 1934, as amended, and its affiliates,
provided, however, that ALPS shall be as fully responsible to the Trust for
the acts and omissions of any subcontractor as it is for its own acts and
omissions.

ARTICLE 11. AMENDMENT

11.01 This Agreement may be amended or modified only by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Trustees of the Trust.

ARTICLE 12. COLORADO LAW TO APPLY

12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Colorado to
the extent federal law does not govern.

ARTICLE 13. MERGER OF AGREEMENT

14
<PAGE>

13.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.

ARTICLE 14. COUNTERPARTS

14.01 This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

ARTICLE 15. DECLARATION OF TRUST

15.01 ALPS acknowledges that the Declaration of Trust of the Trust
provides that the obligations of the Trust under this Agreement are not binding
on any officers, trustees or shareholders of the Trust individually, but are
binding only upon the assets and properties of the various Funds. ALPS further
acknowledges and agrees that the liabilities, obligations and expenses incurred
hereunder with respect to a particular Fund shall be enforceable against the
assets and property of such Fund only, and not against the assets or property of
the other Fund or any other series of the Trust.

15
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.

STONEBRIDGE FUNDS TRUST

By: _________________________________________

Name: _______________________________________

Title: ______________________________________

ALPS MUTUAL FUNDS SERVICES, INC.

By: _________________________________________

Name: _______________________________________

Title: ______________________________________

<PAGE>

PAUL, HASTINGS, JANOFSKY & WALKER LLP
555 South Flower Street
Los Angeles, California 90071
(213) 683-6000

August 13, 1998

Stonebridge Funds Trust
370 17th Street, Suite 3100
Denver, Colorado 80202

Ladies and Gentlemen:

We have acted as counsel to Stonebridge Funds Trust, a Delaware
business trust (the "Trust"), in connection with the issuance of an
indefinite number of shares of beneficial interest ("Shares") in the
Stonebridge Growth Fund and Stonebridge Aggressive Growth Fund series of the
Trust in a public offering pursuant to a Registration Statement on Form N-1A
(Registration no. 2-12893), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Registration Statement").

In our capacity as counsel for the Trust, we have examined the
Declaration of Trust of the Trust, the bylaws of the Trust, originals or
copies of actions of the Trustees as furnished to us by the Trust,
certificates of public officials, statutes and such other documents, records
and certificates as we have deemed necessary for the purposes of this opinion.

Based upon our examination as aforesaid, we are of the opinion that
the Shares are duly authorized and, when purchased and paid for as described in
the Registration Statement, will be validly issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion of counsel as an
exhibit to the Registration Statement.

Very truly yours,

S/PAUL, HASTINGS, JANOFSKY & WALKER LLP

<PAGE>

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in this Post-Effective
Amendment No. 60 to the Registration Statement (Form N-1A Nos. 2-15893,
811-00749) of our reports dated January 16, 1998 and December 1, 1997 on the
financial statements and the per share data and ratios of Stonebridge Growth
Fund, Inc. and Stonebridge Aggressive Growth Fund, Inc., respectively,
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
August 10, 1998

<PAGE>

POWER OF ATTORNEY

We, the undersigned Trustees of STONEBRIDGE FUNDS TRUST, organized as a
Delaware business trust, (the "Trust"), do hereby constitute and appoint Richard
C. Barrett, Debra L. Newman and Craig B. Burger, and each of them, our true and
lawful attorney and agent to take any and all action and execute any and all
instruments which said attorney and agent may deem necessary or advisable to
enable the Trust to comply with:

(i) the Securities Act of 1933, as amended, and any rules, regulations,
orders or other requirements of the Securities and Exchange
Commission thereunder, in connection with the registration under
such Securities Act of 1933, as amended, of shares of beneficial
interest of the Trust to be offered by the Trust;

(ii) the Investment Company Act of 1940, as amended, and any rules,
regulations, orders or other requirements of the Securities and
Exchange Commission thereunder, in connection with the registration
of the Trust under the Investment Company Act of 1940, as amended;
and

(iii) state securities laws and any rules, regulations, orders or other
requirements of state securities commissions, in connection with the
registration under state securities laws of the Trust and with the
registration under state securities laws of shares of beneficial
interest of the Trust to be offered by the Trust;

including specifically, but without limitation of the foregoing, power and
authority to sign the name of the Trust on its behalf, and to sign the name of
such Trustee in his behalf as such Trustee to any amendment or supplement
(including post-effective amendments) to the registration statement or
statements filed with the Securities and Exchange Commission under such
Securities Act of 1933, as amended, and to execute any instruments or documents
filed or to be filed as part of or in connection with such registration
statement or statements, and to execute any instruments or documents filed or
to be filed as a part of or in connection with compliance with state securities
laws, including, but not limited to, all state filings for any purpose, state
filings in connection

<PAGE>

with trust organization or amending trust documentation, filings for purposes of
state tax laws and filings in connection with blue sky regulations; and the
undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned place their hands as of this 13 day of
August 1998.

-------------------------
/s/ Richard C. Barrett

-------------------------
/s/ Debra L. Newman

-------------------------
/s/ Charles E. Woodhouse

-------------------------
/s/ John G. Ayer

-------------------------
/s/ Selvyn B. Bleifer

-------------------------
/s/ Craig B. Burger

-------------------------
/s/ Marvin Freedman

-------------------------
/s/ Charles F. Haas

-------------------------
/s/ William H. Taylor II

<PAGE>

COMBINED REGULAR/ROTH PACKAGE
STATE STREET BANK

<PAGE>

STATE STREET BANK AND TRUST COMPANY

UNIVERSAL INDIVIDUAL RETIREMENT ACCOUNT

INFORMATION KIT

(EFFECTIVE JANUARY 1, 1998)

<PAGE>

STATE STREET BANK AND TRUST COMPANY
UNIVERSAL IRA INFORMATION KIT

INTRODUCTION

WHAT'S NEW IN THE WORLD OF IRAs?

An Individual Retirement Account ("IRA") has always provided an
attractive means to save money for the future on a tax-advantaged basis. Recent
changes to Federal tax law have now made the IRA an even more flexible
investment and savings vehicle. Among the new changes is the creation of the
Roth Individual Retirement Account ("Roth IRA"), which will be available for use
after January 1, 1998. Under a Roth IRA, the earnings and interest on an
individual's nondeductible contributions grow without being taxed, and
distributions may be tax-free under certain circumstances. Most taxpayers
(except for those with very high income levels) will be eligible to contribute
to a Roth IRA. A Roth IRA can be used instead of a Regular IRA, to replace an
existing Regular IRA, or complement a Regular IRA you wish to continue
maintaining.

Taxpayers with adjusted gross income of up to $100,000 are eligible to
convert existing IRAs into Roth IRAs. The details on conversion are found in
the description of Roth IRAs in this booklet.

Congress has also made significant changes to Regular IRAs. First,
Congress increased the income levels at which IRA holders who participate in
employer-sponsored retirement plans can make deductible Regular IRA
contributions. Also the rules for deductible contributions by an IRA holder
whose spouse is a participant in an employer-sponsored retirement plan have been
liberalized. Second, the 10% penalty tax for premature withdrawals (before age
59 1/2) will no longer apply in the case of withdrawals to pay certain higher
education expenses or certain first-time homebuyer expenses.

WHAT'S IN THIS KIT?

In this Kit you will find detailed information about Roth IRAs and
about the changes that have been made to Regular IRAs. You will also find
everything you need to establish and maintain either a Regular or Roth IRA, or
to convert all or part of an existing Regular IRA to a Roth IRA.

The first section of this Kit contains the instructions and forms you
will need to open a new Regular or Roth IRA, to transfer from another IRA to a
State Street Bank and Trust IRA, or to convert a Regular IRA to a Roth IRA.

The second section of this Kit contains our Universal IRA Disclosure
Statement. The Disclosure Statement is divided into three parts:

- Part One describes the basic rules and benefits which are specifically
applicable to your Regular IRA.

- Part Two describes the basic rules and benefits which are specifically
applicable to your Roth IRA.

- Part Three describes important rules and information applicable to all
IRAs.

The third section of this Kit contains the Universal IRA Custodial
Agreement. The Custodial Agreement is also divided into three parts:

- Part One contains provisions specifically applicable to Regular IRAs.

- Part Two contains provisions specifically applicable to Roth IRAs.

- Part Three contains provisions applicable to all IRAs (Regular and
Roth).

This Universal Individual Retirement Custodial Account Kit contains
information and forms for both Regular IRAs and Roth IRAs. However, you may use
the Adoption Agreement in this Kit to establish only one Regular IRA or one Roth
IRA; separate Adoption Agreements must be completed if you want to establish
multiple (Roth or Regular) IRA accounts.

2
<PAGE>

WHAT'S THE DIFFERENCE BETWEEN A REGULAR IRA AND A ROTH IRA?

With a Regular IRA, an individual can contribute up to $2,000 per year
and may be able to deduct the contribution from taxable income, reducing income
taxes. Taxes on investment growth and dividends are deferred until the money is
withdrawn. Withdrawals are taxed as additional ordinary income when received.
Nondeductible contributions, if any, are withdrawn tax-free. Withdrawals before
age 59 1/2 are assessed a 10% penalty in addition to income tax, unless an
exception applies.

With a Roth IRA, the contribution limits are essentially the same as
Regular IRAs, but there is no tax deduction for contributions. All dividends
and investment growth in the account are tax-free. Most important with a Roth
IRA: there is NO INCOME TAX on qualified withdrawals from your Roth IRA.
Additionally, unlike a Regular IRA, there is no prohibition on making
contributions to Roth IRAs after turning age 70 1/2, and there's no requirement
that you begin making minimum withdrawals at that age.

The following chart highlights some of the major differences between a
Regular IRA and a Roth IRA:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CHARACTERISTICS REGULAR ROTH
IRA IRA
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ELIGIBILITY - Individuals (and their spouses) who receive - Individuals (and their spouses) who
compensation receive compensation
- Individuals age 70 1/2 and over MAY NOT - Individuals age 70 1/2 and over MAY
contribute contribute
- ------------------------------------------------------------------------------------------------------------------------------------
TAX TREATMENT OF CONTRIBUTIONS - Subject to limitations, contributions are - No deduction permitted for amounts
deductible contributed
- ------------------------------------------------------------------------------------------------------------------------------------
CONTRIBUTION LIMITS - Individuals may contribute up to $2,000 - Individuals may generally contribute
annually (or 100% of compensation, if less) up to $2,000 (or 100% of
- Deductibility depends on income level for compensation, if less)
individuals who are active participants in an - Ability to contribute phases out at
employer-sponsored retirement plan income levels of $95,000 to $110,000
(individual taxpayer) and $150,000 to
$160,000 (married taxpayers)
- Overall limit for contributions to
ALL IRAs (Regular and Roth combined)
is $2,000 annually (or 100% of
compensation, if less)
- ------------------------------------------------------------------------------------------------------------------------------------
EARNINGS - Earnings and interest are not taxed when - Earnings and interest are not taxed
received by your IRA when received by your IRA
- ------------------------------------------------------------------------------------------------------------------------------------
ROLLOVER/CONVERSIONS - Individual may rollover amounts held in - Rollovers from other Roth IRAs or
employer-sponsored retirement arrangements Regular IRAs ONLY
(401(k), SEP IRA, etc.) tax free to Regular IRA - Amounts rolled over (or converted)
from another Regular IRA are subject
to income tax in the year rolled over
or converted
- Tax on amounts rolled over or
converted in 1998 is spread over four
year period (1998-2001)
- ------------------------------------------------------------------------------------------------------------------------------------
WITHDRAWALS - Total (principal + earnings) taxable as income - Not taxable as long as a QUALIFIED
in year withdrawn (except for any prior non- DISTRIBUTION--generally, account open
deductible contributions) for 5 years, and age 59 1/2
- Minimum withdrawals must begin after age 70 1/2 - Minimum withdrawals NOT REQUIRED
after age 70 1/2
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

IS A ROTH OR A REGULAR IRA RIGHT FOR ME?

We cannot act as your legal or tax advisor and so we cannot tell you
which kind of IRA is right for you. The information contained in this Kit is
intended to provide you with the basic information and material you will need if
you decide whether a Regular or Roth IRA is better for you, or if you want to
convert an existing Regular IRA to a Roth IRA. We suggest that you consult with
your accountant, lawyer or other tax advisor, or with a qualified financial
planner, to determine whether you should open a Regular or Roth IRA or convert
any or all of an existing Regular IRA to a Roth IRA. Your tax advisor can also
advise you as to the state tax consequences that may affect whether a Regular or
Roth IRA is right for you.

SEPS AND SIMPLES.

The State Street Bank Regular IRA may be used in connection with a simplified
employee pension (SEP) plan maintained by your employer. To establish a Regular
IRA as part of your Employer's SEP plan,

3
<PAGE>

complete the Adoption Agreement for a Regular IRA, indicating in the proper box
that the IRA is part of a SEP plan. A Roth IRA should NOT be used in connection
with a SEP plan.

A Roth IRA may NOT be used as part of an employer SIMPLE IRA plan. A Regular
IRA may be used, but only after an individual has been participating for two or
more years (for the first two years, only a special SIMPLE IRA may be used).
SIMPLE IRA plans were added by the 1996 tax law to provide an easy and
inexpensive way for small employers to provide retirement benefits for their
employees. If you are interested in a SIMPLE IRA plan at your place of
employment, call or write to the number or address given at the end of the
Disclosure Statement portion of this Kit.

OTHER POINTS TO NOTE.

The Disclosure Statement in this Kit provides you with the basic
information that you should know about State Street Bank and Trust Company
Regular IRAs and Roth IRAs. The Disclosure Statement provides general
information about the governing rules for these IRAs and the benefits and
features offered through each type of IRA. However, the State Street Bank and
Trust Company Adoption Agreement and the Custodial Agreement, are the primary
documents controlling the terms and conditions of your personal State Street
Bank and Trust Company Regular or Roth IRA, and these shall govern in the case
of any difference with the Disclosure Statement.

YOU or YOUR when used throughout this Kit refer to the person for whom
the State Street Bank and Trust Company Regular or Roth IRA is established. A
ROTH IRA is either a State Street Bank and Trust Company Roth IRA or any Roth
IRA established by any other financial institution. A REGULAR IRA is any
non-Roth IRA offered by State Street Bank and Trust Company or any other
financial institution.

4
<PAGE>

[NAME OF MUTUAL FUND FAMILY]

STATE STREET BANK AND TRUST COMPANY
UNIVERSAL INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

Instructions for Opening Your Regular IRA or Roth IRA

1. Read carefully the applicable sections of the Universal IRA Disclosure
Statement contained in this Kit, the Regular or Roth Individual Retirement
Custodial Account document (as applicable), the Adoption Agreement, and the
prospectus(es) for any Fund(s) you are considering. Consult your lawyer or
other tax adviser if you have any questions about how opening a Regular IRA
or Roth IRA will affect your financial and tax situation.

This Universal Individual Retirement Custodial Account Kit contains
information and forms for both Regular IRAs and Roth IRAs. However, you
may use the Adoption Agreement to establish only one Regular IRA or one
Roth IRA; separate Adoption Agreements must be completed if you want to
establish multiple (Roth or Regular) IRA accounts.

2. Complete the Adoption Agreement

- Print the identifying information where requested in Part 1 of the
Adoption Agreement.

- For a REGULAR IRA, check the box for Part A and check the other boxes
in Part A to specify the type of Regular IRA you are opening and
provide the registered information.

If this is an IRA to which you expect to make contributions each year,
check Box 1 and enclose a check in the amount of your first
contribution. Be sure to indicate whether this is a contribution for
last year or for the current year.

If this is a transfer directly from another IRA custodian or trustee,
check Box 2. Check the appropriate box to indicate whether the funds
transferred were originally from contributions to an employee
qualified plan or a 403(b) arrangement, or whether any of the funds
were originally from your annual contributions to the IRA. Complete
and sign the Universal IRA Transfer of Assets Form.

If this is a rollover of amounts distributed to you from another IRA
or an employer qualified plan or a 403(b) arrangement, check Box 3.
Check the appropriate box to indicate whether the transfer is coming
from a qualified plan or 403(b) arrangement, or an IRA that held only
funds that were originally from contributions to a qualified plan or
403(b), or whether any of the funds were originally from your annual
contributions to the IRA. Enclose a check for the rollover
contribution amount.

If this is a direct rollover from a qualified plan or 403(b)
arrangement, check Box 4. Complete and sign the Universal IRA
Transfer of Assets Form.

Check Box 5 if applicable (for an IRA that will be used to receive
employer contributions under an employer's simplified employee pension
(or "SEP") plan or under a grandfathered salary reduction SEP plan (or
"SARSEP")).

- For a ROTH IRA, check the box for Part B. Check the other boxes in
Part B to specify the type of Roth IRA you are opening and provide the
requested information.

If this is a Roth IRA to which you expect to make contributions each
year, enclose a check in the amount of your first contribution. Be
sure to indicate whether this is a contribution for last year or for
the current year. Only annual contributions may be accepted in an
annual contribution Roth

5
<PAGE>

IRA account. NOTE: Roth IRAs are available starting January 1, 1998,
so you cannot make a contribution for 1997.

If you are converting an existing Regular IRA with the Bank as IRA
custodian or trustee, check Box 2. Indicate your current IRA account
number and how much you are converting. Conversion of an existing
Regular IRA will result in inclusion of taxable amounts in the
existing Regular IRA on your income tax return. NOTE: If a
conversion, rollover or transfer from a Regular IRA to a Roth IRA is
being made, only amounts converted, rolled over or transferred during
the same tax year will be accepted in a single Roth IRA. A separate
Roth IRA must be established to hold such amounts from a different tax
year. Annual contributions may never be deposited in a Roth IRA
holding such converted, rolled over or transferred amounts.

If you are making a rollover or a transfer from an existing Regular
IRA with a different custodian or trustee, check Box 3. A rollover or
transfer from an existing Regular IRA means that the taxable amount in
the existing Regular IRA will be treated as additional income on your
income tax return.

If you are making a rollover or a transfer from another Roth IRA with
a different trustee or custodian, check Box 4. Put the requested
information where indicated.

- In Part 3, indicate your investment choices.

- other than your In Part 4, indicate your Primary and Alternate
Beneficiaries. (Spousal waiver must be signed if beneficiary is
spouse.)

- Sign and date the Adoption Agreement in Part 5 at the end.

3. If you are transferring assets from an existing IRA to this IRA, complete
the Universal Transfer of Assets Form.

4. The Custodian fees for maintaining your IRA are listed in the FEES AND
EXPENSES section of Part Three of the Disclosure Statement or in the
Adoption Agreement. If you are paying by check, enclose a check for the
correct amount payable as specified below. If you do not pay by check, the
correct amount will be taken from your account.

5. Check to be sure you have properly completed all necessary forms and
enclosed a check for the Custodian's fees (unless being withdrawn from your
account) and a check for the first contribution to your Regular or Roth IRA
(if applicable). Your Regular IRA or Roth IRA cannot be accepted without
the properly completed documents or the Custodian fees.

All checks should be payable to "____________________________________."

Send the completed forms and checks to:

[ADDRESS]

6
<PAGE>

[NAME OF MUTUAL FUND FAMILY]

STATE STREET BANK AND TRUST COMPANY
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
ADOPTION AGREEMENT

I, the person signing this Adoption Agreement (hereinafter called the
"Depositor"), establish an Individual Retirement Account (IRA), which is either
a Regular IRA or a Roth IRA, as indicated below, (the "Account") with State
Street Bank and Trust Company as Custodian ("Bank"). A Regular IRA operates
under Internal Revenue Code Section 408(a). A Roth IRA operates under Internal
Revenue Code Section 408A. I agree to the terms of my Account, which are
contained in the applicable provisions of the document entitled "State Street
Bank and Trust Company Universal Individual Retirement Custodial Account" and
this Adoption Agreement. I certify the accuracy of the information in this
Adoption Agreement. My Account will be effective upon acceptance by Bank.

PART 1. DEPOSITOR INFORMATION

--------------------------------------- / // / /-/ // /-/ // // // /
Print Full Name Social Security Number

--------------------------------------- ------------------------------
Address Date of Birth

--------------------------------------- ( )
City State Zip ------------------------------
Daytime Telephone No.

PART 2. IRA ELECTION

INSTRUCTIONS: To establish a REGULAR IRA, check Box A and complete Part A. To
establish a ROTH IRA, check Box B and complete Part B. (In either case,
complete Part 3 to select your investment choices, and sign at the end of Part
5.)

A. REGULAR IRA -- By checking this box, I designate my Account as a
Regular IRA under Code Section 408(a). (COMPLETE 1, 2, 3 OR 4 BELOW TO INDICATE
THE TYPE OF REGULAR IRA YOU ARE OPENING. CHECK BOX 5, IF APPLICABLE.)

1. - ANNUAL CONTRIBUTIONS
Current Contribution for the year ______. Check enclosed for
$_________________.
This contribution does not exceed the maximum permitted amount
as described in the Regular IRA Disclosure Statement.
2. - TRANSFER
Transfer of existing Regular IRA directly from current Custodian
or Trustee. Complete the Universal IRA Transfer of Assets Form.
- The transferring IRA held annual contributions by me (or
amounts transferred or rolled over from another IRA holding
annual contributions).
- The transferring IRA held only amounts that were originally
contributions to an employer qualified plan or 403(b) plan.
3. - ROLLOVER
The requirements for a valid rollover are complex. See the
Regular IRA Disclosure Statement for additional information and
consult your tax advisor for help if needed. Check enclosed for
$________________.
- Rollover of a qualifying rollover distribution to Depositor
from an employer plan or 403(b) arrangement, or rollover
from another Regular IRA which held only assets distributed
to Depositor from an employer plan or 403(b) arrangement and
to which Depositor made no direct contributions.
- Rollover of distribution to Depositor from another Regular
IRA that held amounts that originated from annual
contributions by the Depositor.
4. - DIRECT ROLLOVER
- Direct rollover of an eligible distribution from a qualified
plan.
- Direct rollover of an eligible distribution from a 403(b)
account or annuity.
Direct rollovers are described in the Regular IRA Disclosure
Statement.
5. - SEP Provision - check here if the Depositor intends to use this
Account in connection with a SEP Plan or grandfathered SARSEP
Plan established by the Depositor's employer.

B. ROTH IRA -- By checking this box, I designate my Account as a Roth
IRA under Code Section 408A. (COMPLETE 1, 2, 3 OR 4 BELOW TO INDICATE
THE TYPE OF ROTH IRA YOU ARE OPENING.)
1. - ANNUAL CONTRIBUTIONS
Current Contribution for the year ________.
Check enclosed for $____________. This contribution does
not exceed the maximum permitted amount as described in the
Roth IRA Disclosure Statement.
2. - CONVERSION of existing Regular IRA with Bank as Custodian or
Trustee to a Roth IRA with Bank.
Current Regular IRA Account No.:_______________
Amount Converted
- All
- Part (specify how much): $__________________
3. - ROLLOVER OR TRANSFER from existing Regular IRA with a
custodian or trustee other than Bank to a Roth IRA with
Bank.
4. - ROLLOVER OR TRANSFER from existing Roth IRA with another
custodian or trustee to a Roth IRA with Bank Date existing
Roth IRA was originally opened: ____________________
Indicate whether any amount in the existing Roth IRA
represents amounts converted or transferred from a Regular
IRA into such other Roth IRA:

/ / Yes / / No
If yes, date of the most recent conversion or transfer into
such other Roth: ________________________
Complete the Universal IRA TRANSFER OF ASSETS FORM if
either 3 or 4 is checked and the transaction is a transfer
(as opposed to a rollover).
<PAGE>

NOTE: If a conversion, rollover or transfer from a Regular IRA to a Roth
IRA is being made, only amounts converted, rolled over or transferred
during the same tax year will be accepted in a single Roth IRA. A separate
Roth IRA must be established to hold such amounts from a different tax
year. Annual contributions may not be deposited in a Roth IRA holding such
converted, rolled over or transferred amounts.

PART 3. INVESTMENTS
Invest contributions to my Account as follows:
[Fund 1] _________%
[Fund 2] _________%
[Fund 3] _________%
[Fund 4] _________%
Must Total 100%

I acknowledge that I have sole responsibility for my investment choices and
that I have received a current prospectus for each Fund I select. Please
read the prospectus(es) of the Fund(s) selected before investing.

[TELEPHONE TRANSFERS AUTHORIZATION]

PART 4. DESIGNATION OF BENEFICIARY

As Depositor, I hereby make the following designation of beneficiary in
accordance with the State Street Bank and Trust Company Regular Individual
Retirement Custodial Account, or Roth Individual Retirement Custodial Account:

In the event of my death, pay any interest I may have under my Account to the
following Primary Beneficiary or Beneficiaries who survive me. Make payment in
the proportions specified below (or in equal proportions if no different
proportions are specified). If any Primary Beneficiary predeceases me, his
share is to be divided among the Primary Beneficiaries who survive me in the
relative proportions assigned to each such surviving Primary Beneficiary.

PRIMARY BENEFICIARY OR BENEFICIARIES:

<TABLE>
Name Relationship Date of Birth Social Security Number Proportion
<S> <C> <C> <C> <C>
- -------------------------- -------------------------- --------------- -------------------------- ---------------

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

- -------------------------- -------------------------- --------------- -------------------------- ---------------
</TABLE>

If none of the Primary Beneficiaries survives me, pay any interest I may have
under my Account to the following Alternate Beneficiary or Beneficiaries who
survive me. Make payment in the proportions specified below (or in equal
proportions if no different proportions are specified). If any Alternate
Beneficiary predeceases me, his share is to be divided among the Alternate
Beneficiaries who survive me in the relative proportions assigned to each such
surviving Alternate Beneficiary.

ALTERNATE BENEFICIARY OR BENEFICIARIES:

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

- -------------------------- -------------------------- --------------- -------------------------- ---------------
</TABLE>

IMPORTANT: This Designation of Beneficiary may have important tax or estate
planning effects. Also, if you are married and reside in a community property
or marital property state (Arizona, California, Idaho, Louisiana, Nevada, New
Mexico, Texas, Washington or Wisconsin), you may need to obtain your spouse's
consent if you have not designated your spouse as primary beneficiary for at
least half of your Account. See your lawyer or other tax professional for
additional information and advice.

<PAGE>

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

SPOUSAL (This section should be reviewed if the accountholder is
CONSENT married and designates a beneficiary other than the spouse. It
is the accountholder's responsibility to determine if this
section applies. The accountholder may need to consult with
legal counsel. Neither the Custodian nor the Sponsor are
liable for any consequences resulting from a failure of the
accountholder to provide proper spousal consent.)

I am the spouse of the above-named accountholder. I acknowledge
that I have received a full and reasonable disclosure of my
spouse's property and financial obligations. Due to any possible
consequences of giving up my community property interest in this
IRA, I have been advised to see a tax professional or legal
advisor.

I hereby consent to the beneficiary designation(s) indicated
above. I assume full responsibility for any adverse consequence
that may result. No tax or legal advice was given to me by the
Custodian or Sponsor.

----------------------------------- ----------------------
SIGNATURE OF SPOUSE DATE

----------------------------------- ----------------------
SIGNATURE OF WITNESS FOR SPOUSE DATE

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

PART 5. CERTIFICATIONS AND SIGNATURES

If the Depositor has indicated a Regular IRA Rollover or Direct Rollover
above, Depositor certifies that the contribution does not include any
employee contributions to any qualified plan (other than accumulated
deductible employee contributions) or 403(b) arrangement; that any assets
transferred in kind by Depositor are the same assets received by the
Depositor in the distribution being rolled over; if the distribution is
from another Regular IRA, that Depositor has not made another rollover
within the one-year period immediately preceding this rollover; that such
distribution was received within 60 days of making the rollover to this
Account; and that no portion of the amount rolled over is a required
minimum distribution under the required distribution rules.

If Depositor has indicated a Conversion, Transfer or a Rollover of an
existing Regular IRA to a Roth IRA, Depositor acknowledges that the amount
converted will be treated as taxable income (except for prior nondeductible
contributions) for federal income tax purposes. If Depositor has indicated
a Rollover from another Roth IRA (Item 4 of Part B above), Depositor
certifies that the information given in Item 4 is correct and acknowledges
that adverse tax consequences or penalties could result from giving
incorrect information.

Depositor has received and read the applicable sections of the "State
Street Bank and Trust Company Universal Individual Retirement Account
Disclosure Statement" relating to this Account (including the Custodian's
fee schedule), the Custodial Account document, and the "Instructions"
pertaining to this Adoption Agreement. Depositor acknowledges receipt of
the Universal Individual Retirement Custodial Account document and
Universal IRA Disclosure Statement at least 7 days before the date
inscribed below and acknowledges that Depositor has no further right of
revocation.

Depositor acknowledges and understands that the beneficiaries named herein
may be changed or revoked at any time by filing a new designation in
writing with the Custodian. All forms must be acceptable to the Custodian
and dated and signed by the Depositor.

--------------------------------- CUSTODIAN ACCEPTANCE. State Street Bank
Signature of Depositor and Trust Company will accept
appointment as Custodian of the
Depositor's Account. However, this
Date Agreement is not binding upon the
-------------- Custodian until the Depositor has
received a statement of the transaction.
Receipt by the Depositor of a
confirmation of the purchase of the Fund
shares indicated above will serve as
notification of State Street Bank and
Trust Company's acceptance of
appointment as Custodian of the
Depositor's Account.

STATE STREET BANK AND TRUST COMPANY,
CUSTODIAN

By
--------------------------------------

Date
-------------------

If the Depositor is a minor under the laws of the Depositor's state of
residence, a parent or guardian must also sign the Adoption Agreement here.
Until the Depositor reaches the age of majority, the parent or guardian will
exercise the powers and duties of the Depositor.

--------------------------------------------------
Signature of Parent or Guardian

RETAIN A PHOTOCOPY OF THE COMPLETED ADOPTION AGREEMENT FOR YOUR RECORDS

<PAGE>

[NAME OF MUTUAL FUND FAMILY]
STATE STREET BANK AND TRUST COMPANY INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
Universal IRA Transfer of Assets Form

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

1. NAME AND ADDRESS OF DEPOSITOR
Name
-----------------------------------------------------------------------
Address
--------------------------------------------------------------------
Street City State Zip

Day Telephone No. ( ) Social Security No.
------------------ ------------------

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

2. IDENTIFICATION OF RECEIVING ACCOUNT

This a transfer to a State Street Bank and Trust Company

- Regular IRA* - SEP IRA* - Roth IRA** - SIMPLE IRA***

* You may not transfer from a Roth IRA to a Regular IRA or a simplified
employee pension (SEP) IRA. Transfers to a Regular IRA or SEP IRA may
be made from another Regular IRA or SEP IRA, qualified employer plan,
403(b) arrangement, or a simple IRA account (but not until at least 2
years after the first contribution to your simple IRA account).

** Transfers to a Roth IRA are possible only from another Roth IRA or
from a Regular IRA, not from other types of tax-deferred accounts. A
transfer from a Regular IRA will trigger federal income tax on the
taxable amount transferred from the Regular IRA. Note: If a
conversion, rollover or transfer from a Regular IRA to a Roth IRA is
being made, only amounts converted, rolled over or transferred during
the same tax year will be accepted in a single Roth IRA. A separate
Roth IRA must be established to hold such amounts from a different tax
year. Annual contributions may not be deposited in a Roth IRA holding
such converted, rolled over or transferred amounts.

*** Transfers to a SIMPLE IRA may be made only from another SIMPLE IRA.
During the first two years after a SIMPLE IRA is established,
transfers may be made only to another SIMPLE IRA; after two years,
transfers may be made from a SIMPLE IRA to a Regular IRA.

If you already have a Regular IRA, SEP IRA or Roth IRA, indicate the Account
No._________________________

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

3. INSTRUCTIONS TO PRESENT IRA CUSTODIAN OR TRUSTEE (Completed by Depositor)

Name of Custodian/Trustee
--------------------------------------------------
Attn: Mr./Ms.
-------------------------------------------------------------
Address
--------------------------------------------------------------------
Street City State Zip

Identification of Sending Account (including Account
No.______________________

Please transfer assets from the above account to State Street Bank and
Trust Company. Transfer should be in cash according to the following
instructions:

( ) Transfer the total amount in or ( ) Transfer $_________ and
my Account retain the balance.

<PAGE>

Make check payable to:

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

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

4. INVESTMENT INSTRUCTIONS TO STATE STREET BANK AND TRUST COMPANY
(Depositor - check one box and complete if necessary)
( ) Invest the transferred amount in accordance with the investment
instructions in the Adoption Agreement for my State Street Bank
and Trust Company Individual Retirement Custodial Account.
( ) Invest the transferred [Fund 1] ____________%
amount as follows: [Fund 2] ____________%
[etc.] ____________%
Must Total 100%

I understand that the requirements for a valid transfer to a Regular IRA,
SEP IRA, Roth IRA or SIMPLE IRA are complex and that I have the
responsibility for complying with all requirements and for the tax results
of any such transfer.

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

5. SIGNATURE OF DEPOSITOR
The undersigned certifies to the present IRA custodian or trustee that the
undersigned has established a successor Individual Retirement Custodial
Account meeting the requirements of Internal Revenue Code Section 408(a),
408(p) or 408A (as the case may be) to which assets will be transferred,
and certifies to State Street Bank and Trust Company that the IRA from
which assets are being transferred meets the requirements of Internal
Revenue Code Section 408(a), 408(p) or 408A (as the case may be).

----------------------------------- -----------------------------------
Date Signature of Depositor

SIGNATURE GUARANTEE (only if required by current Custodian or Trustee)

Signature guaranteed by:
---------------------------------------------------
Name of Bank or Dealer Firm

---------------------------------------------------
Signature of Officer and Title

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

5. ACCEPTANCE BY NEW CUSTODIAN (Completed by State Street Bank and Trust
Company)

State Street Bank and Trust Company agrees to accept transfer of the above
amount for deposit to the Depositor's State Street Bank and Trust Company
Individual Retirement Custodial Account, and requests the liquidation and
transfer of assets as indicated above.

By:
--------------------------------- -----------------------------------

<PAGE>

STATE STREET BANK AND TRUST COMPANY
UNIVERSAL INDIVIDUAL RETIREMENT ACCOUNT
DISCLOSURE STATEMENT

PART ONE: DESCRIPTION OF REGULAR IRAs
SPECIAL NOTE

Part One of the Disclosure Statement describes the rules applicable to
Regular IRAs beginning January 1, 1998. IRAs described in these pages are
called "Regular IRAs" to distinguish them from the new "Roth IRAs" first
available starting in 1998. Roth IRAs are described in Part Two of this
Disclosure Statement.

For Regular IRA contributions for 1997 (including contributions made
up to April 15, 1998 but designated as contributions for 1997), there are
different rules for determining the deductibility of your contribution on your
federal tax return. For contributions for 1997, the "active participant" limits
on deductibility (described below) apply if EITHER spouse is an active
participant in an employer-sponsored plan. Also, the adjusted gross income
("AGI") levels for partially deductible or nondeductible Regular IRA
contributions (described below) are lower for 1997 ($25,000 for single
taxpayers, with no deduction if your AGI is above $35,000; and $40,000 for
married taxpayers filing jointly, with no deduction if your AGI is above
$50,000). Also, the exceptions to the 10% early withdrawal penalty for
withdrawals to pay certain higher education or first-time homebuyer expenses
do not apply to withdrawals in 1997.

This Part One of the Disclosure Statement describes Regular IRAs. It
does not describe Roth IRAs, a new type of IRA available starting in 1998.
Contributions to a Roth IRA are not deductible (regardless of your AGI), but
withdrawals that meet certain requirements are not subject to federal income
tax, so that dividends and investment growth on amounts held in the Roth IRA can
escape federal income tax. Please see Part Two of this Disclosure Statement if
you are interested in learning more about Roth IRAs.

Regular IRAs described in this Disclosure Statement may be used as
part of a simplified employee pension (SEP) plan maintained by your employer.
Under a SEP your employer may make contributions to your Regular IRA, and these
contributions may exceed the normal limits on Regular IRA contributions. This
Disclosure Statement does not describe IRAs established in connection with a
SIMPLE IRA program maintained by your employer. Employers provide special
explanatory materials for accounts established as part of a SIMPLE IRA program.
Regular IRAs may be used in connection with a SIMPLE IRA program, but for the
first two years of participation a special SIMPLE IRA (not a Regular IRA) is
required.

YOUR REGULAR IRA

This Part One contains information about your Regular Individual
Retirement Custodial Account with State Street Bank and Trust Company as
Custodian. A Regular IRA gives you several tax benefits. Earnings on the
assets held in your Regular IRA are not subject to federal income tax until
withdrawn by you. You may be able to deduct all or part of your Regular IRA
contribution on your federal income tax return. State income tax treatment of
your Regular IRA may differ from federal treatment; ask your state tax
department or your personal tax advisor for details.

Be sure to read Part Three of this Disclosure Statement for important
additional information, including information on how to revoke your Regular IRA,
investments and prohibited transactions, fees and expenses, and certain tax
requirements.

ELIGIBILITY

WHAT ARE THE ELIGIBILITY REQUIREMENTS FOR A REGULAR IRA?

You are eligible to establish and contribute to a Regular IRA for a
year if:

- You received compensation (or earned income if you are self employed)
during the year for personal services you rendered. If you received
taxable alimony, this is treated like compensation for IRA purposes.

- You did not reach age 70 1/2 during the year.

CAN I CONTRIBUTE TO A REGULAR IRA FOR MY SPOUSE?

For each year before the year when your spouse attains age 70 1/2,
you can contribute to a separate Regular IRA for your spouse, regardless of
whether your spouse had any compensation or earned income in that year. This
is called a "spousal IRA." To make a contribution to a Regular IRA for your
spouse, you must file a joint tax return for the year with your spouse. For
a spousal IRA, your spouse must set up a different Regular IRA, separate from
yours, to which you contribute.

CONTRIBUTIONS

WHEN CAN I MAKE CONTRIBUTIONS TO A REGULAR IRA?

You may make a contribution to your existing Regular IRA or establish
a new Regular IRA for a taxable year by the due date (NOT including any
extensions) for your federal income tax return for the year. Usually this is
April 15 of the following year.

HOW MUCH CAN I CONTRIBUTE TO MY REGULAR IRA?

For each year when you are eligible (see above), you can contribute up
to the lesser of $2,000 or 100% of your compensation (or earned income, if you
are self-employed). However, under the tax laws, all or a portion of your
contribution may not be deductible.

If you and your spouse have spousal Regular IRAs, each spouse may
contribute up to $2,000 to his or her IRA for a year as long as the combined
compensation of both spouses for the year (as shown on your joint income tax
return) is at least $4,000. If the combined compensation of both spouses is
less than $4,000, the spouse with the higher amount of compensation may
contribute up to that spouse's compensation amount, or $2,000 if less. The
spouse with the lower compensation amount may contribute any amount up to that
spouse's compensation plus any excess of the other spouse's compensation over
the other spouse's IRA contribution. However, the maximum contribution to
either spouse's Regular IRA is $2,000 for the year.

7
<PAGE>

If you (or your spouse) establish a new Roth IRA and make
contributions to both your Regular IRA and a Roth IRA, the combined limit on
contributions to both your (or your spouse's) Regular IRA and Roth IRA for a
single calendar year is $2,000.

HOW DO I KNOW IF MY CONTRIBUTION IS TAX DEDUCTIBLE?

The deductibility of your contribution depends upon whether you are
an active participant in any employer-sponsored retirement plan. If you are not
an active participant, the entire contribution to your Regular IRA is
deductible.

If you are an active participant in an employer-sponsored plan, your
Regular IRA contribution may still be completely or partly deductible on your
tax return. This depends on the amount of your income (see below).

Similarly, the deductibility of a contribution to a Regular IRA for
your spouse depends upon whether your spouse is an active participant in any
employer-sponsored retirement plan. If your spouse is not an active
participant, the contribution to your spouse's Regular IRA will be deductible.
If your spouse is an active participant, the Regular IRA contribution will be
completely, partly or not deductible depending upon your combined income.

An exception to the preceding rules applies to high-income married
taxpayers, where one spouse is an active participant in an employer-sponsored
retirement plan and the other spouse is not. A contribution to the non-active
participant spouse's Regular IRA will be only partly deductible at an adjusted
gross income level on the joint tax return of $150,000, and the deductibility
will be phased out as described below over the next $10,000 so that there will
be no deduction at all with an adjusted gross income level of $160,000 or
higher.

HOW DO I DETERMINE MY OR MY SPOUSE'S "ACTIVE PARTICIPANT" STATUS?

Your (or your spouse's) Form W-2 should indicate if you (or your
spouse) were an active participant in an employer-sponsored retirement plan for
a year. If you have a question, you should ask your employer or the plan
administrator.

In addition, regardless of income level, your spouse's "active
participant" status will not affect the deductibility of your contributions to
your Regular IRA if you and your spouse file separate tax returns for the
taxable year and you lived apart at all times during the taxable year.

WHAT ARE THE DEDUCTION RESTRICTIONS FOR ACTIVE PARTICIPANTS?

If you (or your spouse) are an active participant in an employer plan
during a year, the contribution to your Regular IRA (or your spouse's Regular
IRA) may be completely, partly or not deductible depending upon your filing
status and your amount of adjusted gross income ("AGI"). If AGI is any amount
up to the lower limit, the contribution is deductible. If your AGI falls
between the lower limit and the upper limit, the contribution is partly
deductible. If your AGI falls above the upper limit, the contribution is not
deductible.

<TABLE>
<CAPTION>
FOR ACTIVE PARTICIPANTS - 1998

-----------------------------------------------------------------
IF YOU ARE IF YOU ARE THEN YOUR REGULAR
SINGLE MARRIED FILING JOINTLY IRA CONTRIBUTION IS
-----------------------------------------------------------------
<S> <C> <C> <C>
-----------------------------------------------------------------
Up to Up to FULLY
Lower Limit Lower Limit DEDUCTIBLE
($30,000 for 1998) ($50,000 for 1998)
-----------------------------------------------------------------
ADJUSTED More than Lower Limit More than Lower Limit PARTLY
GROSS but less than but less than DEDUCTIBLE
INCOME Upper Limit Upper Limit
(AGI) LEVEL ($40,000 for 1998) ($60,000 for 1998)
-----------------------------------------------------------------
Upper Limit or more Upper Limit or more NOT
DEDUCTIBLE
-----------------------------------------------------------------
</TABLE>

The Lower Limit and the Upper Limit will change for 1999 and later years. The
Lower Limit and Upper Limit for these years are shown in the following table.
Substitute the correct Lower Limit and Upper Limit in the table above to
determine deductibility in any particular year. (Note: if you are married but
filing separate returns, your Lower Limit is always zero and your Upper Limit is
always $10,000).

8
<PAGE>

<TABLE>
<CAPTION>
TABLE OF LOWER AND UPPER LIMITS
- --------------------------------------------------------------------------------

YEAR SINGLE MARRIED
FILING JOINTLY
- --------------------------------------------------------------------------------
LOWER LIMIT UPPER LIMIT LOWER LIMIT UPPER LIMIT
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999 $31,000 $41,000 $51,000 $61,000
2000 $32,000 $42,000 $52,000 $62,000
2001 $33,000 $43,000 $53,000 $63,000
2002 $34,000 $44,000 $54,000 $64,000
2003 $40,000 $50,000 $60,000 $70,000
2004 $45,000 $55,000 $65,000 $75,000
2005 $50,000 $60,000 $70,000 $80,000
2006 $50,000 $60,000 $75,000 $85,000
2007 and $50,000 $60,000 $80,000 $100,000
later
- --------------------------------------------------------------------------------
</TABLE>

HOW DO I CALCULATE MY DEDUCTION IF I FALL IN THE "PARTLY DEDUCTIBLE" RANGE?

If your AGI falls in the partly deductible range, you must calculate
the portion of your contribution that is deductible. To do this, multiply your
contribution by a fraction. The numerator is the amount by which your AGI
exceeds the lower limit (for 1998: $30,000 if single, or $50,000 if married
filing jointly). The denominator is $10,000 (note that the denominator for
married joint filers is $20,000 starting in 2007). Subtract this from your
contribution and then round down to the nearest $10. The deductible amount is
the greater of the amount calculated or $200 (provided you contributed at least
$200). If your contribution was less than $200, then the entire contribution is
deductible.

For example, assume that you make a $2,000 contribution to your
Regular IRA in 1998, a year in which you are an active participant in your
employer's retirement plan. Also assume that your AGI is $57,555 and you are
married, filing jointly. You would calculate the deductible portion of your
contribution this way:

1. The amount by which your AGI exceeds the lower limit of the partly -
deductible range:
($57,555-$50,000) = $7,555

2. Divide this by $10,000: $ 7,555 = 0.7555
------
$10,000

3. Multiply this by your contribution limit:
0.7555 x $2,000 = $1,511

4. Subtract this from your contribution:
($2,000 - $1,551) = $489

5. Round this down to the nearest $10: = $480

6. Your deductible contribution is the greater of this amount or $200.

Even though part or all of your contribution is not deductible, you may still
contribute to your Regular IRA (and your spouse may contribute to your spouse's
Regular IRA) up to the limit on contributions. When you file your tax return
for the year, you must designate the amount of non-deductible contributions to
your Regular IRA for the year. See IRS Form 8606.

HOW DO I DETERMINE MY AGI?

AGI is your gross income minus those deductions which are available to
all taxpayers even if they don't itemize. Instructions to calculate your AGI
are provided with your income tax Form 1040 or 1040A.

WHAT HAPPENS IF I CONTRIBUTE MORE THAN ALLOWED TO MY REGULAR IRA?

The maximum contribution you can make to a Regular IRA generally is
$2,000 or 100% of compensation or earned income, whichever is less. Any amount
contributed to the IRA above the maximum is considered an "excess contribution."
The excess is calculated using your CONTRIBUTION limit, not the DEDUCTIBLE
limit. An excess contribution is subject to excise tax of 6% for each year it
remains in the IRA.

HOW CAN I CORRECT AN EXCESS CONTRIBUTION?

9
<PAGE>

you made the excess contribution. A deduction should not be taken for any
excess contribution. Earnings on the amount withdrawn must also be withdrawn.
The earnings must be included in your income for the tax year for which the
contribution was made and may be subject to a 10% premature withdrawal tax if
you have not reached age 59 1/2.

WHAT HAPPENS IF I DON'T CORRECT THE EXCESS CONTRIBUTION BY THE TAX RETURN DUE
DATE?

Any excess contribution withdrawn after the tax return due date
(including any extensions) for the year for which the contribution was made
will be subject to the 6% excise tax. There will be an additional 6% excise tax
for each year the excess remains in your account.

Under limited circumstances, you may correct an excess contribution
after tax filing time by withdrawing the excess contribution (leaving the
earnings in the account). This withdrawal will not be includable in income nor
will it be subject to any premature withdrawal penalty if (1) your contributions
to all Regular IRAs do not exceed $2,000 and (2) you did not take a deduction
for the excess amount (or you file an amended return (Form 1040X) which removes
the excess deduction).

HOW ARE EXCESS CONTRIBUTIONS TREATED IF NONE OF THE PRECEDING RULES APPLY?

Unless an excess contribution qualifies for the special treatment
outlined above, the excess contribution and any earnings on it withdrawn after
tax filing time will be includable in taxable income and may be subject to a 10%
premature withdrawal penalty. No deduction will be allowed for the excess
contribution for the year in which it is made.

Excess contributions may be corrected in a subsequent year to the
extent that you contribute less than your maximum amount. As the prior excess
contribution is reduced or eliminated, the 6% excise tax will become
correspondingly reduced or eliminated for subsequent tax years. Also, you may
be able to take an income tax deduction for the amount of excess that was
reduced or eliminated, depending on whether you would be able to take a
deduction if you had instead contributed the same amount.

ARE THE EARNINGS ON MY REGULAR IRA FUNDS TAXED?

Any dividends on or growth of the investments held in your Regular IRA
are generally exempt from federal income taxes and will not be taxed until
withdrawn by you, unless the tax exempt status of your Regular IRA is revoked
(this is described in Part Three of this Disclosure Statement).

TRANSFERS/ROLLOVERS

CAN I TRANSFER OR ROLL OVER A DISTRIBUTION I RECEIVE FROM MY EMPLOYER'S
RETIREMENT PLAN INTO A REGULAR IRA?

Almost all distributions from employer plans or 403(b) arrangements
(for employees of tax-exempt employers) are eligible for rollover to a Regular
IRA. The main exceptions are

- payments over the lifetime or life expectancy of the participant
(or participant and a designated beneficiary),

- installment payments for a period of 10 years or more,

- required distributions (generally the rules require distributions
starting at age 70 1/2 or for certain employees starting at retirement, if
later), and

- payments of employee after-tax contributions.

If you are eligible to receive a distribution from a tax qualified retirement
plan as a result of, for example, termination of employment, plan
discontinuance, or retirement, all or part of the distribution may be
transferred directly into your Regular IRA. This is a called a "direct
rollover." Or, you may receive the distribution and make a regular rollover to
your Regular IRA within 60 days. By making a direct rollover or a regular
rollover, you can defer income taxes on the amount rolled over until you
subsequently make withdrawals from your IRA.

The maximum amount you may roll over is the amount of employer
contributions and earnings distributed. You may not roll over any after-tax
employee contributions you made to the employer retirement plan. If you are
over age 70 1/2 and are required to take minimum distributions under the tax
laws, you may not roll over any amount required to be distributed to you
under the minimum distribution rules. Also, if you are receiving periodic
payments over your or your and your designated beneficiary's life expectancy
or for a period of at least 10 years, you may not roll over these payments.
A rollover to a regular IRA must be completed within 60 days after the
distribution from the employer retirement plan to be valid.

NOTE: A qualified plan administrator or 403(b) sponsor MUST WITHHOLD
20% OF YOUR DISTRIBUTION for federal income taxes UNLESS you elect a direct
rollover. Your plan or 403(b) sponsor is required to provide you with
information about direct and traditional rollovers and withholding taxes before
you receive your distribution and must comply with your directions to make a
direct rollover.

The rules governing rollovers are complicated. Be sure to consult
your tax advisor or the IRS if you have a question about rollovers.

ONCE I HAVE ROLLED OVER A PLAN DISTRIBUTION INTO A REGULAR IRA, CAN I
SUBSEQUENTLY ROLL OVER INTO ANOTHER EMPLOYER'S QUALIFIED RETIREMENT PLAN?

Yes. Part or all of an eligible distribution received from a
qualified plan may be transferred from the Regular IRA holding it to another
qualified plan. However, the IRA must have no assets other than those which
were previously distributed to you from the qualified plan. Specifically, the
IRA cannot contain any contributions by you (or your spouse). Also, the new
qualified plan must accept rollovers. Similar rules apply to Regular IRAs
established with rollovers from 403(b) arrangements.

CAN I MAKE A TRADITIONAL ROLLOVER FROM MY REGULAR IRA TO ANOTHER REGULAR IRA?

You may make a rollover from one Regular IRA to another Regular IRA
you have or you establish to receive the rollover. Such a rollover must be
completed within 60 days after the withdrawal from your first Regular IRA.
After making a traditional rollover from one Regular IRA to another, you must
wait a full year (365 days) before you can make another such rollover.
(However, you can instruct a Regular IRA custodian to

10
<PAGE>

transfer amounts directly to another Regular IRA custodian; such a direct
transfer does not count as a rollover.)

WHAT HAPPENS IF I COMBINE ROLLOVER CONTRIBUTIONS WITH MY NORMAL CONTRIBUTIONS IN
ONE IRA?

If you wish to make both a normal annual contribution and a rollover
contribution, you may wish to open two separate Regular IRAs by completing two
Adoption Agreements and two sets of forms. You should consult a tax advisor
before making your annual contribution to the IRA you established with rollover
contributions (or make a rollover contribution to the IRA to which you make your
annual contributions). This is because combining your annual contributions and
rollover contributions originating from an employer plan distribution would
prohibit the future rollover out of the IRA into another qualified plan. If
despite this, you still wish to combine a rollover contribution and the IRA
holding your annual contributions, you should establish the account as a Regular
IRA on the Adoption Agreement (not a Rollover IRA or Direct Rollover IRA) and
make the contributions to that account.

HOW DO ROLLOVERS AFFECT MY CONTRIBUTION OR DEDUCTION LIMITS?

Rollover contributions, if properly made, do not count toward the
maximum contribution. Also, rollovers are not deductible and they do not affect
your deduction limits as described above.

WHAT ABOUT CONVERTING MY REGULAR IRA TO A ROTH IRA?

The rules for converting a Regular IRA to a new Roth IRA, or making a
rollover from a Regular IRA to a new Roth IRA, are described in Part Two below.

WITHDRAWALS

WHEN CAN I MAKE WITHDRAWALS FROM MY REGULAR IRA?

You may withdraw from your Regular IRA at any time. However,
withdrawals before age 59 1/2 may be subject to a 10% penalty tax in addition
to regular income taxes (see below).

WHEN MUST I START MAKING WITHDRAWALS?

If you have not withdrawn your entire IRA by the April 1 following
the year in which you reach 70 1/2, you must make minimum withdrawals in
order to avoid penalty taxes. The rule allowing certain employees to
postpone distributions from an employer qualified plan until actual
retirement (even if this is after age 70 1/2) does NOT apply to Regular IRAs.

The minimum withdrawal amount is determined by dividing the balance in
your Regular IRA (or IRAs) by your life expectancy or the combined life
expectancy of you and your designated beneficiary. The minimum withdrawal rules
are complex. Consult your tax advisor for assistance.

The penalty tax is 50% of the difference between the minimum
withdrawal amount and your actual withdrawals during a year. The IRS may waive
or reduce the penalty tax if you can show that your failure to make the required
minimum withdrawals was due to reasonable cause and you are taking reasonable
steps to remedy the problem.

HOW ARE WITHDRAWALS FROM MY REGULAR IRA TAXED?

Amounts withdrawn by you are includable in your gross income in the
taxable year that you receive them, and are taxable as ordinary income. Lump
sum withdrawals from a Regular IRA are not eligible for averaging treatment
currently available to certain lump sum distributions from qualified employer
retirement plans.

Since the purpose of a Regular IRA is to accumulate funds for
retirement, your receipt or use of any portion of your Regular IRA before you
attain age 59 1/2 generally will be considered as an early withdrawal and
subject to a 10% penalty tax.

The 10% penalty tax for early withdrawal will not apply if:

- The distribution was a result of your death or disability.

- The purpose of the withdrawal is to pay certain higher education
expenses for yourself or your spouse, child, or grandchild.
Qualifying expenses include tuition, fees, books, supplies and
equipment required for attendance at a post-secondary educational
institution. Room and board expenses may qualify if the student is
attending at least half-time.

- The withdrawal is used to pay eligible first-time homebuyer expenses.
These are the costs of purchasing, building or rebuilding a principal
residence (including customary settlement, financing or closing
costs). The purchaser may be you, your spouse, or a child,
grandchild, parent or grandparent of you or your spouse. An
individual is considered a "first-time homebuyer" if the individual
(or the individual's spouse, if married) did not have an ownership
interest in a principal residence during the two-year period
immediately preceding the acquisition in question. The withdrawal
must be used for eligible expenses within 120 days after the
withdrawal. (If there is an unexpected delay, or cancellation of the
home acquisition, a withdrawal may be redeposited as a rollover).

There is a lifetime limit on eligible first-time homebuyer expenses of
$10,000 per individual.

- The distribution is one of a scheduled series of
substantially equal periodic payments for your life or life expectancy
(or the joint lives or life expectancies of you and your beneficiary).

If there is an adjustment to the scheduled series of
payments, the 10% penalty tax may apply. The 10% penalty will not
apply if you make no change in the series of payments until the end of
five years or until you reach age 59 1/2, whichever is later. If you
make a change before then, the penalty will apply. For example, if
you begin receiving payments at age 50 under a withdrawal program
providing for substantially equal payments over your life expectancy,
and at age 58 you elect to receive the remaining amount in your
Regular IRA in a lump-sum, the 10% penalty tax will apply to the lump
sum and to the amounts previously paid to you before age 59 1/2.

11
<PAGE>

- The distribution does not exceed the amount of your
deductible medical expenses for the year (generally speaking, medical
expenses paid during a year are deductible if they are greater than
7 1/2% of your adjusted gross income for that year).

- The distribution does not exceed the amount you paid for
health insurance coverage for yourself, your spouse and dependents.
This exception applies only if you have been unemployed and received
federal or state unemployment compensation payments for at least 12
weeks; this exception applies to distributions during the year in
which you received the unemployment compensation and during the
following year, but not to any distributions received after you have
been reemployed for at least 60 days.

HOW ARE NONDEDUCTIBLE CONTRIBUTIONS TAXED WHEN THEY ARE WITHDRAWN?

A withdrawal of nondeductible contributions (not including earnings)
will be tax-free. However, if you made both deductible and nondeductible
contributions to your Regular IRA, then each distribution will be treated as
partly a return of your nondeductible contributions (not taxable) and partly a
distribution of deductible contributions and earnings (taxable). The nontaxable
amount is the portion of the amount withdrawn which bears the same ratio as your
total nondeductible Regular IRA contributions bear to the total balance of all
your Regular IRAs (including rollover IRAs and SEPs, but not including Roth
IRAs).

For example, assume that you made the following Regular IRA
contributions:

Year Deductible Nondeductible
---- ---------- -------------
<S> <C> <C>
1995 $2,000
1996 $2,000
1997 $1,000 $1,000
1998 $1,000
------ ------
$5,000 $2,000
</TABLE>

In addition assume that your Regular IRA has total investment earnings
through 1998 of $1,000. During 1998 you withdraw $500. Your total account
balance as of 12-31-98 is $7,500 as shown below.

<TABLE>

<S> <C>
Deductible Contributions $5,000
Nondeductible Contributions $2,000
Earnings On IRA $1,000
Less 1998 Withdrawal $ 500
------

Total Account Balance as of 12/31/98 $7,500
</TABLE>

To determine the nontaxable portion of your 1998 withdrawal, the total
1998 withdrawal ($500) must be multiplied by a fraction. The numerator of the
fraction is the total of all nondeductible contributions remaining in the
account before the 1998 withdrawal ($2,000). The denominator is the total
account balance as of 12-31-98 ($7,500) plus the 1998 withdrawal ($500) or
$8,000. The calculation is:

Total Remaining
Nondeductible Contributions $2,000 X $500 = $ 125
--------------------------- ------
Total Account Balance $8,000

Thus, $125 of the $500 withdrawal in 1998 will not be included in your
taxable income. The remaining $375 will be taxable for 1998. In addition, for
future calculations the remaining nondeductible contribution total will be
$2,000 minus $125, or $1,875.

A loss in your Regular IRA investment may be deductible. You should
consult your tax advisor for further details on the appropriate calculation for
this deduction if applicable.

IS THERE A PENALTY TAX ON CERTAIN LARGE WITHDRAWALS OR ACCUMULATIONS IN MY IRA?

Earlier tax laws imposed a "success" penalty equal to 15% of
withdrawals from all retirement accounts (including IRAs, 401(k) or other
employer retirement plans, 403(b) arrangements and others) in a year exceeding a
specified amount (initially $150,000 per year). Also, there was a 15% estate
tax penalty on excess accumulations remaining in IRAs and other tax-favored
arrangements upon your death. These 15% penalty taxes have been REPEALED.

IMPORTANT: Please see Part Three below which contains important information
applicable to ALL State Street Bank and Trust Company IRAs.

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<PAGE>

PART TWO: DESCRIPTION OF ROTH IRAs

SPECIAL NOTE

Part Two of the Disclosure Statement describes the rules generally
applicable to Roth IRAs beginning January 1, 1998.

Roth IRAs are a new kind of IRA available for the first time in 1998.
Contributions to a Roth IRA for 1997 are NOT permitted. Contributions to a Roth
IRA are not tax-deductible, but withdrawals that meet certain requirements are
not subject to federal income taxes. This makes the dividends on and growth of
the investments held in your Roth IRA tax-free for federal income tax purposes
if the requirements are met.

Regular IRAs, which have existed since 1975, are still available.
Contributions to a Regular IRA may be tax-deductible. Earnings and gains on
amounts while held in a Regular IRA are tax-deferred. Withdrawals are subject
to federal income tax (except for prior after-tax contributions which may be
recovered without additional federal income tax).

This Part Two does not describe Regular IRAs. If you wish to review
information about Regular IRAs, please see Part One of this Disclosure
Statement.

This Disclosure Statement also does not describe IRAs established in
connection with a SIMPLE IRA program or a Simplified Employee Pension (SEP) plan
maintained by your employer. Roth IRAs may not be used in connection with a
SIMPLE IRA program or a SEP plan.

YOUR ROTH IRA

Your Roth IRA gives you several tax benefits. While contributions to
a Roth IRA are not deductible, dividends on and growth of the assets held in
your Roth IRA are not subject to federal income tax. Withdrawals by you from
your Roth IRA are excluded from your income for federal income tax purposes if
certain requirements (described below) are met. State income tax treatment of
your Roth IRA may differ from federal treatment; ask your state tax department
or your personal tax advisor for details.

Be sure to read Part Three of this Disclosure Statement for important additional
information, including information on how to revoke your Roth IRA, investments
and prohibited transactions, fees and expenses and certain tax requirements.

ELIGIBILITY

WHAT ARE THE ELIGIBILITY REQUIREMENTS FOR A ROTH IRA?

Starting with 1998, you are eligible to establish and contribute to a
Roth IRA for a year if you received compensation (or earned income if you are
self employed) during the year for personal services you rendered. If you
received taxable alimony, this is treated like compensation for IRA purposes.

In contrast to a Regular IRA, with a Roth IRA you may continue making
contributions after you reach age 70 1/2.

CAN I CONTRIBUTE TO ROTH IRA FOR MY SPOUSE?

Starting with 1998, if you meet the eligibility requirements you can
not only contribute to your own Roth IRA, but also to a separate Roth IRA for
your spouse out of your compensation or earned income, regardless of whether
your spouse had any compensation or earned income in that year. This is called
a "spousal Roth IRA." To make a contribution to a Roth IRA for your spouse, you
must file a joint tax return for the year with your spouse. For a spousal Roth
IRA, your spouse must set up a different Roth IRA, separate from yours, to which
you contribute.

Of course, if your spouse has compensation or earned income, your
spouse can establish his or her own Roth IRA and make contributions to it in
accordance with the rules and limits described in this Part Two of the
Disclosure Statement.

CONTRIBUTIONS

WHEN CAN I MAKE CONTRIBUTIONS TO A ROTH IRA?

You may make a contribution to your Roth IRA or establish a new Roth
IRA for a taxable year by the due date (NOT including any extensions) for your
federal income tax return for the year. Usually this is April 15 of the
following year. For example, you will have until April 15, 1999 to establish
and make a contribution to a Roth IRA for 1998.

CAUTION: Since Roth IRAs are available starting January 1, 1998, you
may NOT make a contribution by April 15, 1998 to a Roth IRA for 1997.

HOW MUCH CAN I CONTRIBUTE TO MY ROTH IRA?

For each year when you are eligible (see above), you can contribute up
to the lesser of $2,000 or 100% of your compensation (or earned income, if you
are self-employed).

Annual contributions may be made only to a Roth IRA annual
contribution account which does not contain converted or transferred funds from
a Regular IRA.

Your Roth IRA limit is reduced by any contributions for the same year
to a Regular IRA. For example, assuming you have at least $2,000 in
compensation or earned income, if you contribute $500 to your Regular IRA for
1998, your maximum Roth IRA contribution for 1998 will be $1,500.

If you and your spouse have spousal Roth IRAs, each spouse may
contribute up to $2,000 to his or her Roth IRA for a year as long as the
combined compensation of both spouses for the year (as shown on your joint
income tax return) is at least $4,000. If the combined compensation of both
spouses is less than $4,000, the spouse with the higher amount of compensation
may contribute up to that spouse's compensation amount, or $2,000 if less. The
spouse with the lower compensation amount may contribute any amount up to that
spouse's compensation plus any excess the other spouse's compensation over the
other spouse's Roth IRA contribution. However, the maximum contribution to
either spouse's Roth IRA is $2,000 for the year.

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<PAGE>

As noted above, the spousal Roth IRA limits are reduced by any
contributions for the same calendar year to a Regular IRA maintained by you or
your spouse.

For taxpayers with high income levels, the contribution limits may be
reduced (see below).

ARE CONTRIBUTIONS TO A ROTH IRA TAX DEDUCTIBLE?

Contributions to a Roth IRA are NOT deductible. This is a major
difference between Roth IRAs and Regular IRAs. Contributions to a Regular IRA
may be deductible on your federal income tax return depending on whether or not
you are an active participant in an employer-sponsored plan and on your income
level.

ARE THE EARNINGS ON MY ROTH IRA FUNDS TAXED?

Any dividends on or growth of investments held in your Roth IRA are
generally exempt from federal income taxes and will not be taxed until withdrawn
by you, unless the tax exempt status of your Roth IRA is revoked. If the
withdrawal qualifies as a tax-free withdrawal (see below), amounts reflecting
earnings or growth of assets in your Roth IRA will not be subject to federal
income tax.

WHICH IS BETTER, A ROTH IRA OR A REGULAR IRA?

This will depend upon your individual situation. A Roth IRA may be
better if you are an active participant in an employer-sponsored plan and your
adjusted gross income is too high to make a deductible IRA contribution (but not
too high to make a Roth IRA contribution). Also, the benefits of a Roth IRA vs.
a Regular IRA may depend upon a number of other factors including: your current
income tax bracket vs. your expected income tax bracket when you make
withdrawals from your IRA, whether you expect to be able to make nontaxable
withdrawals from your Roth IRA (see below), how long you expect to leave your
contributions in the IRA, how much you expect the IRA to earn in the meantime,
and possible future tax law changes.

Consult a qualified tax or financial advisor for assistance on this
question.

ARE THERE ANY RESTRICTIONS ON CONTRIBUTIONS TO MY ROTH IRA?

Taxpayers with very high income levels may not be able to contribute
to a Roth IRA at all, or their contribution may be limited to an amount less
than $2,000. This depends upon your filing status and the amount of your
adjusted gross income (AGI). The following table shows how the contribution
limits are restricted:

ROTH IRA CONTRIBUTION LIMITS

---------------------------------------------------------------------
IF YOU ARE IF YOU ARE THEN YOU MAY MAKE
SINGLE TAXPAYER MARRIED FILING JOINTLY
---------------------------------------------------------------------
<S> <C> <C> <C>
---------------------------------------------------------------------
Up to Up to Full
$95,000 $150,000 Contribution
---------------------------------------------------------------------
ADJUSTED More than $95,000 More than $150,000 Reduced Contribution
GROSS but less than but less than (see explanation
INCOME $110,000 $160,000 below)
(AGI) LEVEL
---------------------------------------------------------------------
$110,000 $160,000 Zero (No
and up and up Contribution)
---------------------------------------------------------------------
</TABLE>

Note: If you are a married taxpayer filing separately, your maximum
Roth IRA contribution limit phases out over the first $15,000 of adjusted gross
income. If your AGI is $15,000 or more you may not contribute to a Roth IRA for
the year. (Note: Pending legislation in Congress may reduce this number from
$15,000 to $10,000. Consult your tax advisor or the IRS for the latest
developments.)

HOW DO I CALCULATE MY LIMIT IF I FALL IN THE "REDUCED CONTRIBUTION" RANGE?

If your AGI falls in the reduced contribution range, you must
calculate your contribution limit. To do this, multiply your normal
contribution limit ($2,000 or your compensation if less) by a fraction. The
numerator is the amount by which your AGI exceeds the lower limit of the reduced
contribution range ($95,000 if single, or $150,000 if married filing jointly).
The denominator is $15,000 (single taxpayers) or $10,000 (married filing
jointly). Subtract this from your normal limit and then round down to the
nearest $10. The contribution limit is the greater of the amount calculated or
$200.

For example, assume that your AGI for the year is $157,555 and you are
married, filing jointly. You would calculate your Roth IRA contribution limit
this way:

1. The amount by which your AGI exceeds the lower limit of the reduced
contribution deductible range:
($157,555-$150,000) = $7,555

2. Divide this by $10,000: $7,555
------
$10,000 = 0.7555

3. Multiply this by $2,000 (or your compensation for the year, if less):

0.7555 x $2,000 = $1,511

4. Subtract this from your $2,000 limit:

($2,000 - $1,551) = $489

5. Round this down to the nearest $10 = $480

14
<PAGE>

6. Your contribution limit is the greater of this amount or $200.

Remember, your Roth IRA contribution limit of $2,000 is reduced by any
contributions for the same year to a Regular IRA. If you fall in the reduced
contribution range, the reduction formula applies to the Roth IRA contribution
limit left after subtracting your contribution for the year to a Regular IRA.

HOW DO I DETERMINE MY AGI?

There are two additional rules when calculating AGI for purposes of
Roth IRA contribution limits. First, if you are making a deductible
contribution for the year to a Regular IRA, your AGI is reduced by the amount
of the deduction. Second, if you are converting a Regular IRA to a Roth IRA in
a year (see below), the amount includable in your income as a result of the
conversion is not considered AGI when computing your Roth IRA contribution limit
for the year. (Note: a bill pending in Congress might affect the first rule --
consult your tax advisor or the IRS for the latest developments.)

WHAT HAPPENS IF I CONTRIBUTE MORE THAN ALLOWED TO MY ROTH IRA?

The maximum contribution you can make to a Roth IRA generally is
$2,000 or 100% of compensation or earned income, whichever is less. As noted
above, your maximum is reduced by the amount of any contribution to a Regular
IRA for the same year and may be further reduced if you have high AGI. Any
amount contributed to the Roth IRA above the maximum is considered an "excess
contribution."

An excess contribution is subject to excise tax of 6% for each year it remains
in the Roth IRA.

HOW CAN I CORRECT AN EXCESS CONTRIBUTION?

Excess contributions may be corrected without paying a 6% penalty. To
do so, you must withdraw the excess and any earnings on the excess before the
due date (including extensions) for filing your federal income tax return for
the year for which you made the excess contribution. Earnings on the amount
withdrawn must also be withdrawn. The earnings must be included in your income
for the tax year for which the contribution was made and may be subject to a 10%
premature withdrawal tax if you have not reached age 59 (unless an exception to
the 10% penalty tax applies).

WHAT HAPPENS IF I DON'T CORRECT THE EXCESS CONTRIBUTION BY THE TAX RETURN DUE
DATE?

You may reduce the excess contributions by making a withdrawal equal
to the excess. Earnings need not be withdrawn. To the extent that no earnings
are withdrawn, the withdrawal will not be subject to income taxes or possible
penalties for premature withdrawals before age 59 1/2. Excess contributions may
also be corrected in a subsequent year to the extent that you contribute less
than your Roth IRA contribution limit for the subsequent year. As the prior
excess contribution is reduced or eliminated, the 6% excise tax will become
correspondingly reduced or eliminated for subsequent tax years.

CONVERSION OF EXISTING REGULAR IRA

CAN I CONVERT AN EXISTING REGULAR IRA INTO A ROTH IRA?

Yes, starting in 1998 you can convert an existing Regular IRA into a
Roth IRA if you meet the adjusted gross income (AGI) limits described below.
Conversion may be accomplished either by establishing a Roth IRA and then
transferring the amount in your Regular IRA you wish to convert to the new Roth
IRA. Or, if you want to convert an existing Regular IRA with State Street Bank
as custodian to a Roth IRA, you may give us directions to convert.

You are eligible to convert a Regular IRA to a Roth IRA if, for the
year of the conversion, your AGI is $100,000 or less. The same limit applies to
married and single taxpayers, and the limit is not indexed to cost-of-living
increases. Married taxpayers are eligible to convert a Regular IRA to a Roth
IRA only if they file a joint income tax return; married taxpayers filing
separately are not eligible to convert.

NOTE: No contributions other than Roth IRA conversion contributions
made during the same tax year may be deposited in a single Roth IRA conversion
account.

CAUTION: You should be extremely cautious in converting an existing
IRA into a Roth IRA early in a year if there is any possibility that your AGI
for the year will exceed $100,000. Although a bill pending in Congress would
permit you to transfer amounts back to your Regular IRA if your AGI exceeds
$100,000, under the current rules, if you have already converted during a year
and you turn out to have more than $100,000 of AGI, there may be adverse tax
results for you. Consult your tax advisor or the IRS for the latest
developments.

WHAT ARE THE TAX RESULTS FROM CONVERTING?

The taxable amount in your Regular IRA you convert to a Roth IRA will
be considered taxable income on your federal income tax return for the year of
the conversion. All amounts in a Regular IRA are taxable except for your prior
non-deductible contributions to the Regular IRA.

If you make the conversion during 1998, the taxable income is spread
over four years. In other words, you would include one quarter of the taxable
amount on your federal income tax return for 1998, 1999, 2000 and 2001.

SHOULD I CONVERT MY REGULAR IRA TO A ROTH IRA?

Only you can answer this question, in consultation with your tax or
financial advisors. A number of factors, including the following, may be
relevant. Conversion may be advantageous if you expect to leave the converted
funds on deposit in your Roth IRA for at least five years and to be able to
withdraw the funds under circumstances that will not be taxable (see below).
The benefits of converting will also depend on whether you expect to be in the
same tax bracket when you withdraw from your Roth IRA as you are now. Also,
conversion is based upon an assumption that Congress will not change the tax
rules for withdrawals from Roth IRAs in the future, but his cannot be
guaranteed.

TRANSFERS/ROLLOVERS

15
<PAGE>

CAN I TRANSFER OR ROLL OVER A DISTRIBUTION I RECEIVE FROM MY EMPLOYER'S
RETIREMENT PLAN INTO A ROTH IRA?

Distributions from qualified employer-sponsored retirement plans or
403(b) arrangements (for employees of tax-exempt employers) are NOT eligible for
rollover or direct transfer to a Roth IRA. However, in certain circumstances
it may be possible to make a direct rollover of an eligible distribution to a
Regular IRA and then to convert the Regular IRA to Roth IRA (see above).
Consult your tax or financial advisor for further information on this
possibility.

CAN I MAKE A ROLLOVER FROM MY ROTH IRA TO ANOTHER ROTH IRA?

You may make a rollover from one Roth IRA to another Roth IRA you have
or you establish to receive the rollover. Such a rollover must be completed
within 60 days after the withdrawal from your first Roth IRA. After making a
rollover from one Roth IRA to another, you must wait a full year (365 days)
before you can make another such rollover. (However, you can instruct a Roth
IRA custodian to transfer amounts directly to another Roth IRA custodian; such a
direct transfer does not count as a rollover.)

HOW DO ROLLOVERS AFFECT MY ROTH IRA CONTRIBUTION LIMITS?

Rollover contributions, if properly made, do not count toward the
maximum contribution. Also, you may make a rollover from one Roth IRA to
another even during a year when you are not eligible to contribute to a Roth IRA
(for example, because your AGI for that year is too high).

WITHDRAWALS

WHEN CAN I MAKE WITHDRAWALS FROM MY ROTH IRA?

You may withdraw from your Roth IRA at any time. If the withdrawal
meets the requirements discussed below, it is tax-free. This means that you pay
no federal income tax even though the withdrawal includes earnings or gains on
your contributions while they were held in your Roth IRA.

WHEN MUST I START MAKING WITHDRAWALS?

There are no rules on when you must start making withdrawals from your
Roth IRA or on minimum required withdrawal amounts for any particular year
during your lifetime. Unlike Regular IRAs, you are not required to start making
withdrawals from a Roth IRA by the April 1 following the year in which you reach
age 70 1/2.

After your death, there are IRS rules on the timing and amount of
distributions. In general, the amount in your Roth IRA must be distributed by
the end of the fifth year after your death. However, distributions to a
designated beneficiary that begin by the end of the year following the year of
your death and that are paid over the life expectancy of the beneficiary satisfy
the rules. Also, if your surviving spouse is your designated beneficiary, the
spouse may defer the start of distributions until you would have reached age
70 1/2 had you lived.

WHAT ARE THE REQUIREMENTS FOR A TAX-FREE WITHDRAWAL?

To be tax-free, a withdrawal from your Roth IRA must meet two
requirements. First, the Roth IRA must have been open for 5 or more years
before the withdrawal. Second, at least one of the following conditions must be
satisfied:

- You are age 59 1/2 or older when you make the withdrawal.

- The withdrawal is made by your beneficiary after you die.

- You are disabled (as defined in IRS rules) when you make the
withdrawal.

- You are using the withdrawal to cover eligible first time
homebuyer expenses. These are the costs of purchasing, building
or rebuilding a principal residence (including customary
settlement, financing or closing costs). The purchaser may be
you, your spouse or a child, grandchild, parent or grandparent of
you or your spouse. An individual is considered a "first-time
homebuyer" if the individual (or the individual's spouse, if
married) did not have an ownership interest in a principal
residence during the two-year period immediately preceding the
acquisition in question. The withdrawal must be used for
eligible expenses within 120 days after the withdrawal (if there
is an unexpected delay, or cancellation of the home acquisition,
a withdrawal may be redeposited as a rollover).

There is a lifetime limit on eligible first-time homebuyer
expenses of $10,000 per individual.

For a Roth IRA that you set up with amounts rolled over or converted
from a Regular IRA, the 5 year period begins with the year in which the
conversion or rollover was made. (Note: a bill pending in Congress might
affect this rule -- consult your tax advisor or the IRS for the latest
developments.)

For a Roth IRA that you started with a normal contribution, the 5 year
period starts with the year for which you make the initial normal contribution.

HOW ARE WITHDRAWALS FROM MY ROTH IRA TAXED IF THE TAX-FREE REQUIREMENTS ARE NOT
MET?

If the qualified withdrawal requirements are not met, a withdrawal
consisting of your own prior contribution amounts to your Roth IRA will not be
considered taxable income in the year you receive it, nor will the 10% penalty
apply. To the extent that the nonqualified withdrawal consists of dividends or
gains while your contributions were held in your Roth IRA, the withdrawal is
includable in your gross income in the taxable year you receive it, and may be
subject to the 10% withdrawal penalty. All amounts withdrawn from your Roth IRA
are considered withdrawals of your contributions until you have withdrawn the
entire amount you have contributed. After that, all amounts withdrawn are
considered taxable withdrawals of dividends and gains.

Note that, for purposes of determining what portion of any
distribution is includable in income, all of your Roth IRA accounts are
considered as one single account. Amounts withdrawn from any one Roth IRA
account are deemed to be withdrawn from contributions first. Since all your
Roth IRAs are considered to be one account for this purpose, withdrawals from
Roth IRA accounts are not considered to be from earnings or interest until an
amount equal to ALL contributions made to ALL of an individual's Roth IRA
accounts is withdrawn. The following example illustrates this:

A single individual contributes $1,000 a year to his State Street Bank
and Trust Company Roth IRA account and $1,000 a year to the Brand X Roth IRA
account over a period of ten years. At the end of 10 years his account balances
are as follows:

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<PAGE>

PRINCIPAL EARNINGS
CONTRIBUTIONS
<S> <C> <C>
STATE STREET BANK ROTH IRA $10,000 $10,000

BRAND X ROTH IRA $10,000 $10,000
------- -------

TOTAL $20,000 $20,000
</TABLE>

At the end of 10 years, this person has $40,000 in both Roth IRA
accounts, of which $20,000 represents his contributions (aggregated) and $20,000
represents his earnings (aggregated). This individual, who is 40, withdraws
$15,000 from his Brand X Roth IRA (not a qualified withdrawal). We look to the
aggregate amount of all principal contributions - in this case $20,000 - to
determine if the withdrawal is from contributions, and thus non-taxable. In
this example, there is no ($0) taxable income as a result of this withdrawal
because the $15,000 withdrawal is less than the total amount of aggregated
contributions ($20,000). If this individual then withdrew $15,000 from his
State Street Bank Roth IRA, $5,000 would not be taxable (the remaining aggregate
contributions) and $10,000 would be treated as taxable income for the year of
the withdrawal, subject to regular income taxes and the 10% premature withdrawal
penalty (unless an exception applies).

NOTE: If passed, a bill currently pending in Congress will change the
rules and the results discussed above. Under the proposed legislation, in
general, separate Roth IRAs established for annual contributions and conversions
for separate years are not aggregated as explained above to determine the tax on
withdrawals. See your tax advisor for more information and the latest
developments.

Taxable withdrawals of dividends and gains from a Roth IRA are treated
as ordinary income. Withdrawals of taxable amounts from a Roth IRA are not
eligible for averaging treatment currently available to certain lump sum
distributions from qualified employer-sponsored retirement plans, nor are such
withdrawals eligible for taxable gains tax treatment.

Your receipt of any taxable withdrawal from your Roth IRA before you
attain age 59 1/2 generally will be considered as an early withdrawal and
subject to a 10% penalty tax.

The 10% penalty tax for early withdrawal will not apply if any of the
following exceptions applies:

- The withdrawal was a result of your death or disability.

- The withdrawal is one of a scheduled series of substantially
equal periodic payments for your life or life expectancy (or the joint
lives or life expectancies of you and your beneficiary).

If there is an adjustment to the scheduled series of payments,
the 10% penalty tax will apply. For example, if you begin receiving
payments at age 50 under a withdrawal program providing for
substantially equal payments over your life expectancy, and at age 58
you elect to withdraw the remaining amount in your Roth IRA in a
lump-sum, the 10% penalty tax will apply to the lump sum and to the
amounts previously paid to you before age 59 1/2 to the extent they
were includable in your taxable income.

- The withdrawal is used to pay eligible higher education expenses.
These are expenses for tuition, fees, books, and supplies required to
attend an institution for post-secondary education. Room and board
expenses are also eligible for a student attending at least
half-time. The student may be you, your spouse, or your child or
grandchild. However, expenses that are paid for with a scholarship or
other educational assistance payment are not eligible expenses.

- The withdrawal is used to cover eligible first time homebuyer
expenses (as described above in the discussion of tax-free
withdrawals).

- The withdrawal does not exceed the amount of your deductible
medical expenses for the year (generally speaking, medical expenses
paid during a year are deductible if they are greater than 7 1/2% of
your adjusted gross income for that year).

- The withdrawal does not exceed the amount you paid for health
insurance coverage for yourself, your spouse and dependents. This
exception applies only if you have been unemployed and received
federal or state unemployment compensation payments for at least 12
weeks; this exception applies to distributions during the year in
which you received the unemployment compensation and during the
following year, but not to any distributions received after you have
been reemployed for at least 60 days.

WHAT ABOUT THE 15 PERCENT PENALTY TAX?

The rule imposing a 15% penalty tax on very large withdrawals from
tax-favored arrangements (including IRAs, 403(b) arrangements and qualified
employer-sponsored plans), or on excess amounts remaining in such tax-favored
arrangements at your death, has been REPEALED. This 15% tax no longer applies.

IMPORTANT: The discussion of the tax rules for Roth IRAs in this Disclosure
Statement is based upon the best available information. However, Roth IRAs are
new under the tax laws, and the IRS has not issued regulations or rulings on the
operation and tax treatment of Roth IRA accounts. Also, if enacted, legislation
now pending in Congress will change some of the rules. Therefore, you should
consult your tax advisor for the latest developments or for advice about how
maintaining a Roth IRA will affect your personal tax or financial situation.

Also, please see Part Three below which contains important information
applicable to ALL State Street Bank and Trust Company IRAs.

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<PAGE>

PART THREE: RULES FOR ALL IRAS (REGULAR AND ROTH)

GENERAL INFORMATION

IRA REQUIREMENTS

All IRAs must meet certain requirements. Contributions generally must
be made in cash. The IRA trustee or custodian must be a bank or other person
who has been approved by the Secretary of the Treasury. Your contributions may
not be invested in life insurance or collectibles or be commingled with other
property except in a common trust or investment fund. Your interest in the
account must be nonforfeitable at all times. You may obtain further information
on IRAs from any district office of the Internal Revenue Service.

MAY I REVOKE MY IRA?

You may revoke a newly established Regular or Roth IRA at any time
within seven days after the date on which you receive this Disclosure Statement.
A Regular or Roth IRA established more than seven days after the date of your
receipt of this Disclosure Statement may not be revoked.

To revoke your Regular or Roth IRA, mail or deliver a written notice
of revocation to the Custodian at the address which appears at the end of this
Disclosure Statement. Mailed notice will be deemed given on the date that it is
postmarked (or, if sent by certified or registered mail, on the date of
certification or registration). If you revoke your Regular or Roth IRA within
the seven-day period, you are entitled to a return of the entire amount you
originally contributed into your Regular or Roth IRA, without adjustment for
such items as sales charges, administrative expenses or fluctuations in market
value.

INVESTMENTS

HOW ARE MY IRA CONTRIBUTIONS INVESTED?

You control the investment and reinvestment of contributions to your
Regular or Roth IRA. Investments must be in one or more of the Fund(s)
available from time to time as listed in the Adoption Agreement for your Regular
or Roth IRA or in an investment selection form provided with your Adoption
Agreement or from the Fund Distributor or Service Company. You direct the
investment of your IRA by giving your investment instructions to the Distributor
or Service Company for the Fund(s). Since you control the investment of your
Regular or Roth IRA, you are responsible for any losses; neither the Custodian,
the Distributor nor the Service Company has any responsibility for any loss or
diminution in value occasioned by your exercise of investment control.
Transactions for your Regular or Roth IRA will generally be at the applicable
public offering price or net asset value for shares of the Fund(s) involved next
established after the Distributor or the Service Company (whichever may apply)
receives proper investment instructions from you; consult the current prospectus
for the Fund(s) involved for additional information.

Before making any investment, read carefully the current prospectus
for any Fund you are considering as an investment for your Regular IRA or Roth
IRA. The prospectus will contain information about the Fund's investment
objectives and policies, as well as any minimum initial investment or minimum
balance requirements and any sales, redemption or other charges.

Because you control the selection of investments for your Regular or
Roth IRA and because mutual fund shares fluctuate in value, the growth in value
of your Regular or Roth IRA cannot be guaranteed or projected.

ARE THERE ANY RESTRICTIONS ON THE USE OF MY IRA ASSETS?

The tax-exempt status of your Regular or Roth IRA will be revoked if
you engage in any of the prohibited transactions listed in Section 4975 of the
tax code. Upon such revocation, your Regular or Roth IRA is treated as
distributing its assets to you. The taxable portion of the amount in your IRA
will be subject to income tax (unless, in the case of a Roth IRA, the
requirements for a tax-free withdrawal are satisfied). Also, you may be
subject to a 10% penalty tax on the taxable amount as a premature withdrawal if
you have not yet reached the age of 59 1/2.

Any investment in a collectible (for example, rare stamps) by your
Regular or Roth IRA is treated as a withdrawal; the only exception involves
certain types of government-sponsored coins or certain types of precious metal
bullion.

WHAT IS A PROHIBITED TRANSACTION?

Generally, a prohibited transaction is any improper use of the assets
in your Regular or Roth IRA. Some examples of prohibited transactions are:

- Direct or indirect sale or exchange of property between you and
your Regular or Roth IRA.

- Transfer of any property from your Regular or Roth IRA to
yourself or from yourself to your Regular or Roth IRA.

Your Regular or Roth IRA could lose its tax exempt status if you use
all or part of your interest in your Regular or Roth IRA as security for a loan
or borrow any money from your Regular or Roth IRA. Any portion of your Regular
or Roth IRA used as security for a loan will be treated as a distribution in the
year in which the money is borrowed. This amount may be taxable and you may
also be subject to the 10% premature withdrawal penalty on the taxable amount.

FEES AND EXPENSES

CUSTODIAN'S FEES

The following is a list of the fees charged by the Custodian for
maintaining either a Regular IRA or a Roth IRA.

<TABLE>
<S> <C>
Account Installation Fee $10.00

Annual Maintenance Fee per mutual fund $10.00

Termination, Rollover, or Transfer of
Account to Successor Custodian $10.00
</TABLE>

GENERAL FEE POLICIES

- - Fees may be paid by you directly, or the Custodian may deduct them from
your Regular or Roth IRA.

- - Fees may be changed upon 30 days written notice to you.

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<PAGE>

- - The full annual maintenance fee will be charged for any calendar year
during which you have a Regular or Roth IRA with us. This fee is not
prorated for periods of less than one full year.

- - If provided for in this Disclosure Statement or the Adoption Agreement,
termination fees are charged when your account is closed whether the funds
are distributed to you or transferred to a successor custodian or trustee.

- - The Custodian may charge you for its reasonable expenses for services not
covered by its fee schedule.

OTHER CHARGES

- - There may be sales or other charges associated with the purchase or
redemption of shares of a Fund in which your Regular IRA or Roth IRA is
invested. Before investing, be sure to read carefully the current
prospectus of any Fund you are considering as an investment for your
Regular IRA or Roth IRA for a description of applicable charges.

TAX MATTERS

WHAT IRA REPORTS DOES THE CUSTODIAN ISSUE?

The Custodian will report all withdrawals to the IRS and the recipient
on the appropriate form. For reporting purposes, a direct transfer of assets to
a successor custodian or trustee is not considered a withdrawal.

The Custodian will report to the IRS the year-end value of your
account and the amount of any rollover (including conversions of a Regular IRA
to a Roth IRA) or regular contribution made during a calendar year, as well as
the tax year for which a contribution is made. Unless the Custodian receives an
indication from you to the contrary, it will treat any amount as a contribution
for the tax year in which it is received. It is MOST IMPORTANT that a
contribution between January and April 15th for the prior year be clearly
designated as such.

WHAT TAX INFORMATION MUST I REPORT TO THE IRS?

You must file Form 5329 with the IRS for each taxable year for which
you made an excess contribution or you take a premature withdrawal that is
subject to the 10% penalty tax, or you withdraw less than the minimum amount
required from your Regular IRA. If your beneficiary fails to make required
minimum withdrawals from your Regular or Roth IRA after your death, your
beneficiary may be subject to an excise tax and be required to file Form 5329.

For Regular IRAs, you must also report each nondeductible contribution
to the IRS by designating it a nondeductible contribution on your tax return.
Use Form 8606. In addition, for any year in which you make a nondeductible
contribution or take a withdrawal, you must include additional information on
your tax return. The information required includes: (1) the amount of your
nondeductible contributions for that year; (2) the amount of withdrawals from
Regular IRAs in that year; (3) the amount by which your total nondeductible
contributions for all the years exceed the total amount of your distributions
previously excluded from gross income; and (4) the total value of all your
Regular IRAs as of the end of the year. If you fail to report any of this
information, the IRS will assume that all your contributions were deductible.
This will result in the taxation of the portion of your withdrawals that should
be treated as a nontaxable return of your nondeductible contributions.

WHICH WITHDRAWALS ARE SUBJECT TO WITHHOLDING?

ROTH IRA

Federal income tax will be withheld at a flat rate of 10% of any
taxable withdrawal from your Roth IRA, unless you elect not to have tax
withheld. Withdrawals from a Roth IRA are not subject to the mandatory 20%
income tax withholding that applies to most distributions from qualified plans
or 403(b) accounts that are not directly rolled over to another plan or IRA.

REGULAR IRA

Federal income tax will be withheld at a flat rate of 10% from any
withdrawal from your Regular IRA, unless you elect not to have tax withheld.
Withdrawals from a Regular IRA are not subject to the mandatory 20% income tax
withholding that applies to most distributions from qualified plans or 403(b)
accounts that are not directly rolled over to another plan or IRA.

ACCOUNT TERMINATION

You may terminate your Regular IRA or Roth IRA at any time after its
establishment by sending a completed withdrawal form (or other withdrawal
instructions in a form acceptable to the Custodian), or a transfer authorization
form, to:

STATE STREET BANK AND TRUST COMPANY
P.O. Box ___
Boston, MA ________

Your Regular IRA or Roth IRA with State Street Bank will terminate
upon the first to occur of the following:

- The date your properly executed withdrawal form or
instructions (as described above) withdrawing your total Regular IRA
or Roth IRA balance is received and accepted by the Custodian or, if
later, the termination date specified in the withdrawal form.

- The date the Regular IRA or Roth IRA ceases to qualify under
the tax code. This will be deemed a termination.

- The transfer of the Regular IRA or Roth IRA to another
custodian/trustee.

- The rollover of the amounts in the Regular IRA or Roth IRA
to another custodian/trustee.

Any outstanding fees must be received prior to such a termination of
your account.

The amount you receive from your IRA upon termination of the account
will be treated as a withdrawal, and thus the rules relating to Regular IRA or
Roth IRA withdrawals will apply. For example, if the IRA is terminated before
you reach age 59 1/2, the 10% early withdrawal penalty may apply to the taxable
amount you receive.

IRA DOCUMENTS

REGULAR IRA

The terms contained in Articles I to VII of Part One of the State
Street Bank and Trust Company Universal Individual Retirement Custodial Account
document have been promulgated by the IRS in Form 5305-A for use in establishing
a Regular IRA Custodial Account that meets the requirements of Code Section

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<PAGE>

408(a) for a valid Regular IRA. This IRS approval relates only to the form of
Articles I to VII and is not an approval of the merits of the Regular IRA or of
any investment permitted by the Regular IRA.

ROTH IRA

The terms contained in Articles I to VII of Part Two of the State
Street Bank and Trust Company Universal Individual Retirement Account Custodial
Agreement have been promulgated by the IRS in Form 5305-RA for use in
establishing a Roth IRA Custodial Account that meets the requirements of Code
Section 408A for a valid Roth IRA. This IRS approval relates only to the form
of Articles I to VII and is not an approval of the merits of the Roth IRA or of
any investment permitted by the Roth IRA.

Based on our legal advice relating to current tax laws and IRS
meetings, State Street Bank believes that the use of a Universal Individual
Retirement Account Information Kit such as this, containing information and
documents for both a Regular IRA or a Roth IRA, will be acceptable to the IRS.
However, if the IRS makes a ruling, or if Congress enacts legislation, regarding
the use of different documentation, State Street Bank will forward to you new
documentation for your Regular IRA or a Roth IRA (as appropriate) for you to
read and, if necessary, an appropriate new Adoption Agreement to sign. By
adopting a Regular IRA or a Roth IRA using these materials, you acknowledge this
possibility and agree to this procedure if necessary. In all cases, to the
extent permitted State Street Bank will treat your IRA as being opened on the
date your account was opened using the Adoption Agreement in this Kit.

ADDITIONAL INFORMATION

For additional information you may write to the following address or call the
following telephone number.

[ADDRESS]

[800 Number]

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<PAGE>

STATE STREET BANK AND TRUST COMPANY UNIVERSAL INDIVIDUAL RETIREMENT
ACCOUNT CUSTODIAL AGREEMENT
PART ONE: PROVISIONS APPLICABLE TO REGULAR IRAS PROVISIONS

The following provisions of Articles I to VII are in the form
promulgated by the Internal Revenue Service in Form 5305-A for use in
establishing an individual retirement custodial account.

ARTICLE I.

The Custodian may accept additional cash contributions on behalf of
the Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in section 402(c)(but only after December 31, 1992),
403(a)(4), 403(b)(8), 408(d)(3), or an employer contribution to a simplified
employee pension plan as described in section 408(k). Rollover contributions
before January 1, 1993 include rollovers described in section 402(a)(5),
402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8) or 408(d)(3) of the Code or an
employer contribution to a simplified employee pension plan as described in
section 408(k).

ARTICLE II.

The Depositor's interest in the balance in the custodial account is
nonforfeitable.

ARTICLE III.

1. No part of the custodial funds may be invested in life insurance
contracts, nor may the assets of the custodial account be commingled with other
property except in a common trust fund or common investment fund (within the
meaning of section 408(a)(5) of the Code).

2. No part of the custodial funds may be invested in collectibles (within
the meaning of section 408(m) except as otherwise permitted by section 408(m)(3)
which provides an exception for certain gold and silver coins and coins issued
under the laws of any state.

ARTICLE IV.

1. Notwithstanding any provisions of this agreement to the contrary, the
distribution of the Depositor's interest in the custodial account shall be made
in accordance with the following requirements and shall otherwise comply with
section 408(a)(6) and Proposed Regulations section 1.408-8, including the
incidental death benefit provisions of Proposed Regulations section
1.401(a)(9)-2, the provisions of which are incorporated by reference.

2. Unless otherwise elected by the time distributions are required to
begin to the Depositor under paragraph 3, or to the surviving spouse under
paragraph 4, other than in the case of a life annuity, life expectancies shall
be recalculated annually. Such election shall be irrevocable as to the
Depositor and the surviving spouse and shall apply to all subsequent years. The
life expectancy of a nonspouse beneficiary may not be recalculated.

3. The Depositor's entire interest in the custodial account must be, or
begin to be, distributed by the Depositor's required beginning date, the April 1
following the calendar year end in which the Depositor reaches age 70 1/2.
By that date, the Depositor may elect, in a manner acceptable to the
Custodian, to have the balance in the custodial account distributed in:

(a) A single-sum payment.

(b) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the life of the
Depositor.

(c) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the joint and
last survivor lives of the Depositor and his or her
designated beneficiary.

(d) Equal or substantially equal annual payments over a specified
period that may not be longer than the Depositor's life
expectancy.

(e) Equal or substantially equal annual payments over a specified
period that may not be longer than the joint life and last
survivor expectancy of the Depositor and his or her
designated beneficiary.

4. If the Depositor dies before his or her entire interest is distributed
to him or her, the entire remaining interest will be distributed as follows:

(a) If the Depositor dies on or after distribution of his or her
interest has begun, distribution must continue to be made in
accordance with paragraph 3.

(b) If the Depositor dies before distribution of his or her interest
has begun, the entire remaining interest will, at the
election of the Depositor or, if the Depositor has not so
elected, at the election of the beneficiary or
beneficiaries, either

(i) Be distributed by the December 31 of the year containing the
fifth anniversary of the Depositor's death, or

(ii) Be distributed in equal or substantially equal payments over
the life or life expectancy of the designated beneficiary
or beneficiaries starting by December 31 of the year
following the year of the Depositor's death. If, however,
the beneficiary is the Depositor's surviving spouse, then
this distribution is not required to begin before December
31 of the year in which the Depositor would have turned
age 70 1/2.

(c) Except where distribution in the form of an annuity meeting the
requirements of section 408(b)(3) and its related regulations
has irrevocably commenced, distributions are treated as having
begun on the Depositor's required beginning date, even though
payments may actually have been made before that date.

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<PAGE>

(d) If the Depositor dies before his or her entire interest has been
distributed and if the beneficiary is other than the surviving
spouse, no additional cash contributions or rollover
rollover contributions may be accepted in the account.

5. In the case of distribution over life expectancy in equal or
substantially equal annual payments, to determine the minimum annual payment for
each year, divide the Depositor's entire interest in the custodial account as of
the close of business on December 31 of the preceding year by the life
expectancy of the Depositor (or the joint life and last survivor expectancy of
the Depositor and the Depositor's designated beneficiary, or the life expectancy
of the designated beneficiary, whichever applies.) In the case of distributions
under paragraph 3, determine the initial life expectancy (or joint life and last
survivor expectancy) using the attained ages of the Depositor and designated
beneficiary as of their birthdays in the year the Depositor reaches age 70. In
the case of a distribution in accordance with paragraph 4(b)(ii), determine life
expectancy using the attained age of the designated beneficiary as of the
beneficiary's birthday in the year distributions are required to commence.

6. The owner of two or more individual retirement accounts may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524, to satisfy the
minimum distribution requirements described above. This method permits an
individual to satisfy these requirements by taking from one individual
retirement account the amount required to satisfy the requirement for another.

ARTICLE V.

1. The Depositor agrees to provide the Custodian with information
necessary for the Custodian to prepare any reports required under section 408(i)
and Regulations sections 1.408-5 and 1.408-6.

2. The Custodian agrees to submit reports to the Internal Revenue Service
and the Depositor as prescribed by the Internal Revenue Service.

ARTICLE VI.

Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through III and this sentence will be controlling. Any
additional articles that are not consistent with section 408(a) and the related
regulations will be invalid.

ARTICLE VII.

This agreement will be amended from time to time to comply with the
provisions of the Code and related regulations. Other amendments may be made
with the consent of the persons whose signatures appear on the Adoption
Agreement.

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<PAGE>

PART TWO: PROVISIONS APPLICABLE TO ROTH IRAS

The following provisions of Articles I to VII are in the form promulgated
by the Internal Revenue Service in Form 5305-RA for use in establishing a Roth
Individual Retirement Custodial Account.

ARTICLE I

1. If this Roth IRA is not designated as a Roth Conversion IRA,
then, except in the case of a rollover contribution described in section
408A(e), the Custodian will accept only cash contributions and only up to a
maximum amount of $2,000 for any tax year of the Depositor.

2. If this Roth IRA is designated as a Roth Conversion IRA, no
contributions other than IRA Conversion Contributions made during the same tax
year will be accepted.

ARTICLE IA

The $2,000 limit described in Article I is gradually reduced to $0
between certain levels of adjusted gross income (AGI). For a single Depositor,
the $2,000 annual contribution is phased out between AGI of $95,000 and
$110,000; for a married Depositor who files jointly, between AGI of $150,000 and
$160,000; and for a married Depositor who files separately, between $0 and
$10,000. In case of a conversion, the Custodian will not accept IRA Conversion
Contributions in a tax year if the Depositor's AGI for that tax year exceeds
$100,000 or if the Depositor is married and files a separate return. Adjusted
gross income is defined in section 408A(c)(3) and does not include IRA
Conversion Contributions.

ARTICLE II

The Depositor's interest in the balance in the custodial account is
nonforfeitable.

ARTICLE III

2. No part of the custodial funds may be invested in collectibles
(within the meaning of section 408(m)) except as otherwise permitted by section
408(m)(3), which provides an exception for certain gold, silver, and platinum
coins, coins issued under the laws of any state, and certain bullion.

ARTICLE IV

1. If the Depositor dies before his or her entire interest is
distributed to him or her and the Depositor's surviving spouse is not the sole
beneficiary, the entire remaining interest will, at the election of the
Depositor or, if the Depositor has not so elected, at the election of the
beneficiary or beneficiaries, either:

(a) Be distributed by December 31 of the year containing the fifth
anniversary of the Depositor's death, or

(b) Be distributed over the life expectancy of the designated
beneficiary starting no later than December 31 of the year
following the year of the Depositor's death.

If distributions do not begin by the date described in (b),
distribution method (a) will apply.

2. In the case of distribution method 1(b) above, to determine the
minimum annual payment for each year, divide the Depositor's entire interest in
the trust as of the close of business on December 31 of the preceding year by
the life expectancy of the designated beneficiary using the attained age of the
designated beneficiary as of the beneficiary's birthday in the year
distributions are required to commence and subtract 1 for each subsequent year.

3. If the Depositor's spouse is the sole beneficiary on the
Depositor's date of death, such spouse will then be treated as the Depositor.

ARTICLE V

1. The Depositor agrees to provide the Custodian with information
necessary for the Custodian to prepare any reports required under sections
408(i) and 408A(d)(3)(E), and Regulations section 1.408-5 and 1.408-6, and under
guidance published by the Internal Revenue Service.

2. The Custodian agrees to submit reports to the Internal Revenue
Service and the Depositor as prescribed by the Internal Revenue Service.

ARTICLE VI

Notwithstanding any other articles which may be added or incorporated,
the provisions of Articles I through IV and this sentence will be controlling.
Any additional articles that are not consistent with section 408A, the related
regulations, and other published guidance will be invalid.

ARTICLE VII

This agreement will be amended from time to time to comply with the
provisions of the Code, related regulations, and other published guidance.
Other amendments may be made with the consent of the persons whose signatures
appear below.

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PART THREE: PROVISIONS APPLICABLE TO BOTH REGULAR IRAS AND ROTH IRAS

ARTICLE VIII.

1. As used in this Article VIII the following terms have the following
meanings:

"Account" or "Custodial Account" means the individual retirement account
established using the terms of either Part One or Part Two and, in either event,
Part Three of this State Street Bank and Trust Company Universal Individual
Retirement Account Custodial Agreement and the Adoption Agreement signed by the
Depositor. The Account may be a Regular Individual Retirement Account or a Roth
Individual Retirement Account, as specified by the Depositor. See Section 24
below.

"Custodian" means State Street Bank and Trust Company.

"Fund" means any registered investment company which is advised, sponsored
or distributed by Sponsor; provided, however, that such a mutual fund or
registered investment company must be legally offered for sale in the state of
the Depositor's residence.

"Distributor" means the entity which has a contract with the Fund(s) to
serve as distributor of the shares of such Fund(s).

In any case where there is no Distributor, the duties assigned hereunder to
the Distributor may be performed by the Fund(s) or by an entity that has a
contract to perform management or investment advisory services for the Fund(s).

"Service Company" means any entity employed by the Custodian or the
Distributor, including the transfer agent for the Fund(s), to perform various
administrative duties of either the Custodian or the Distributor.

In any case where there is no Service Company, the duties assigned
hereunder to the Service Company will be performed by the Distributor (if any)
or by an entity specified in the second preceding paragraph.

"Sponsor" means [insert fund management company or other fund entity that
is making Fund(s) available under this Agreement and has the power to appoint a
successor Custodian.]

2. The Depositor may revoke the Custodial Account established hereunder
by mailing or delivering a written notice of revocation to the Custodian within
seven days after the Depositor receives the Disclosure Statement related to the
Custodial Account. Mailed notice is treated as given to the Custodian on date
of the postmark (or on the date of Post Office certification or registration in
the case of notice sent by certified or registered mail). Upon timely
revocation, the Depositor's initial contribution will be returned, without
adjustment for administrative expenses, commissions or sales charges,
fluctuations in market value or other changes.

The Depositor may certify in the Adoption Agreement that the Depositor
received the Disclosure Statement related to the Custodial Account at least
seven days before the Depositor signed the Adoption Agreement to establish the
Custodial Account, and the Custodian may rely upon such certification.

3. All contributions to the Custodial Account shall be invested and
reinvested in full and fractional shares of one or more Funds. Such investments
shall be made in such proportions and/or in such amounts as Depositor from time
to time in the Adoption Agreement or by other written notice to the Service
Company (in such form as may be acceptable to the Service Company) may direct.

The Service Company shall be responsible for promptly transmitting all
investment directions by the Depositor for the purchase or sale of shares of one
or more Funds hereunder to the Funds' transfer agent for execution. However, if
investment directions with respect to the investment of any contribution
hereunder are not received from the Depositor as required or, if received, are
unclear or incomplete in the opinion of the Service Company, the contribution
will be returned to the Depositor, or will be held uninvested (or invested in a
money market fund if available) pending clarification or completion by the
Depositor, in either case without liability for interest or for loss of income
or appreciation. If any other directions or other orders by the Depositor with
respect to the sale or purchase of shares of one or more Funds for the Custodial
Account are unclear or incomplete in the opinion of the Service Company, the
Service Company will refrain from carrying out such investment directions or
from executing any such sale or purchase, without liability for loss of income
or for appreciation or depreciation of any asset, pending receipt of
clarification or completion from the Depositor.

All investment directions by Depositor will be subject to any minimum
initial or additional investment or minimum balance rules applicable to a Fund
as described in its prospectus.

All dividends and capital gains or other distributions received on the
shares of any Fund held in the Depositor's Account shall be (unless received in
additional shares) reinvested in full and fractional shares of such Fund (or of
any other Fund offered by the Sponsor, if so directed).

4. Subject to the minimum initial or additional investment, minimum
balance and other exchange rules applicable to a Fund, the Depositor may at any
time direct the Service Company to exchange all or a specified portion of the
shares of a Fund in the Depositor's Account for shares and fractional shares of
one or more other Funds. The Depositor shall give such directions by written
notice acceptable to the Service Company, and the Service Company will process
such directions as soon as practicable after receipt thereof (subject to the
second paragraph of Section 3 of this Article VIII).

5. Any purchase or redemption of shares of a Fund for or from the
Depositor's Account will be effected at the public offering price or net asset
value of such Fund (as described in the then effective prospectus for such Fund)
next established after the Service Company has transmitted the Depositor's
investment directions to the transfer agent for the Fund(s).

Any purchase, exchange, transfer or redemption of shares of a Fund for or
from the Depositor's Account will be subject to any applicable sales, redemption
or other charge as described in the then effective prospectus for such Fund.

6. The Service Company shall maintain adequate records of all purchases
or sales of shares of one or more Funds for the Depositor's Custodial Account.
Any account maintained in connection herewith shall be in the name of the
Custodian for the benefit of the Depositor. All assets of the Custodial Account
shall be registered in the name of the Custodian or of a suitable nominee. The
books and records of the Custodian shall show that all such investments are part
of the Custodial Account.

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<PAGE>

The Custodian shall maintain or cause to be maintained adequate records
reflecting transactions of the Custodial Account. In the discretion of the
Custodian, records maintained by the Service Company with respect to the Account
hereunder will be deemed to satisfy the Custodian's recordkeeping
responsibilities therefor. The Service Company agrees to furnish the Custodian
with any information the Custodian requires to carry out the Custodian's
recordkeeping responsibilities.

7. Neither the Custodian nor any other party providing services to the
Custodial Account will have any responsibility for rendering advice with respect
to the investment and reinvestment of Depositor's Custodial Account, nor shall
such parties be liable for any loss or diminution in value which results from
Depositor's exercise of investment control over his Custodial Account.
Depositor shall have and exercise exclusive responsibility for and control over
the investment of the assets of his Custodial Account, and neither Custodian nor
any other such party shall have any duty to question his directions in that
regard or to advise him regarding the purchase, retention or sale of shares of
one or more Funds for the Custodial Account.

8. The Depositor may in writing appoint an investment advisor with
respect to the Custodial Account on a form acceptable to the Custodian and the
Service Company. The investment advisor's appointment will be in effect until
written notice to the contrary is received by the Custodian and the Service
Company. While an investment advisor's appointment is in effect, the investment
advisor may issue investment directions or may issue orders for the sale or
purchase of shares of one or more Funds to the Service Company, and the Service
Company will be fully protected in carrying out such investment directions or
orders to the same extent as if they had been given by the Depositor.

The Depositor's appointment of any investment advisor will also be deemed
to be instructions to the Custodian and the Service Company to pay such
investment advisor's fees to the investment advisor from the Custodial Account
hereunder without additional authorization by the Depositor or the Custodian.

9. Distribution of the assets of the Custodial Account shall be made at
such time and in such form as Depositor (or the Beneficiary if Depositor is
deceased) shall elect by written order to the Custodian. Depositor acknowledges
that any distribution of a taxable amount from the Custodial Account (except for
distribution on account of Depositor's disability or death, return of an "excess
contribution" referred to in Code Section 4973, or a "rollover" from this
Custodial Account) made earlier than age 59 1/2 may subject Depositor to an
"additional tax on early distributions" under Code Section 72(t) unless an
exception to such additional tax is applicable. For that purpose, Depositor
will be considered disabled if Depositor can prove, as provided in Code Section
72(m)(7), that Depositor is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or be of long-continued and indefinite duration.
It is the responsibility of the Depositor (or the Beneficiary) by appropriate
distribution instructions to the Custodian to insure that any applicable
distribution requirements of Code Section 401(a)(9) and Article IV above are
met. If the Depositor (or Beneficiary) does not direct the Custodian to make
distributions from the Custodial Account by the time that such distributions are
required to commence in accordance with such distribution requirements, the
Custodian (and Service Company) shall assume that the Depositor (or Beneficiary)
is meeting the minimum distribution requirements from another individual
retirement arrangement maintained by the Depositor (or Beneficiary) and the
Custodian and Service Company shall be fully protected in so doing. The
Depositor (or the Depositor's surviving spouse) may elect to comply with the
distribution requirements in Article IV using the recalculation of life
expectancy method, or may elect that the life expectancy of the Depositor and/or
the Depositor's surviving spouse, as applicable, will not be recalculated; any
such election may be in such form as the Depositor (or surviving spouse)
provides (including the calculation of minimum distribution amounts in
accordance with a method that does not provide for recalculation of the life
expectancy of one or both of the Depositor and surviving spouse and instructions
for withdrawals to the Custodian in accordance with such method).
Notwithstanding paragraph 2 of Article IV, unless an election to have life
expectancies recalculated annually is made by the time distributions are
required to begin, life expectancies shall not be recalculated. Neither the
Custodian nor any other party providing services to the Custodial Account
assumes any responsibility for the tax treatment of any distribution from the
Custodial Account; such responsibility rests solely with the person ordering the
distribution.

10. The Custodian assumes (and shall have) no responsibility to make any
distribution except upon the written order of Depositor (or Beneficiary if
Depositor is deceased) containing such information as the Custodian may
reasonably request. Also, before making any distribution or honoring any
assignment of the Custodial Account, Custodian shall be furnished with any and
all applications, certificates, tax waivers, signature guarantees and other
documents (including proof of any legal representative's authority) deemed
necessary or advisable by Custodian, but Custodian shall not be responsible for
complying with any order or instruction which appears on its face to be genuine,
or for refusing to comply if not satisfied it is genuine, and Custodian has no
duty of further inquiry. Any distributions from the Account may be mailed,
first-class postage prepaid, to the last known address of the person who is to
receive such distribution, as shown on the Custodian's records, and such
distribution shall to the extent thereof completely discharge the Custodian's
liability for such payment.

11. (a) The term "Beneficiary" means the person or persons designated as
such by the "designating person" (as defined below) on a form
acceptable to the Custodian for use in connection with the
Custodial Account, signed by the designating person, and filed
with the Custodian. The form may name individuals, trusts,
estates, or other entities as either primary or contingent
beneficiaries. However, if the designation does not effectively
dispose of the entire Custodial Account as of the time
distribution is to commence, the term "Beneficiary" shall then
mean the designating person's estate with respect to the assets
of the Custodial Account not disposed of by the designation form.
The form last accepted by the Custodian before such distribution
is to commence, provided it was received by the Custodian (or
deposited in the U.S. Mail or with a reputable delivery service)
during the designating person's lifetime, shall be controlling
and, whether or not fully dispositive of the Custodial Account,
thereupon shall revoke all such forms previously filed by that
person. The term "designating person" means Depositor during
his/her lifetime; after Depositor's death, it also means
Depositor's spouse, but only if the spouse elects to treat the
Custodial Account as the spouse's own Custodial Account in
accordance with applicable provisions of the Code.

(b) When and after distributions from the Custodial Account to
Depositor's Beneficiary commence, all rights and obligations
assigned to Depositor hereunder shall inure to, and be enjoyed
and exercised by, Beneficiary instead of Depositor.

12. (a) The Depositor agrees to provide information to the Custodian at
such time and in such manner as may be necessary for the
Custodian to prepare any reports

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<PAGE>

required under Section 408(i) or Section 408A(d)(3)(E) of the
Code and the regulations thereunder or otherwise.

(b) The Custodian or the Service Company will submit reports to the
Internal Revenue Service and the Depositor at such time and
manner and containing such information as is prescribed by the
Internal Revenue Service.

(c) The Depositor, Custodian and Service Company shall furnish to
each other such information relevant to the Custodial Account as
may be required under the Code and any regulations issued or
forms adopted by the Treasury Department thereunder or as may
otherwise be necessary for the administration of the Custodial
Account.

(d) The Depositor shall file any reports to the Internal Revenue
Service which are required of him by law (including Form 5329),
and neither the Custodian nor Service Company shall have any duty
to advise Depositor concerning or monitor Depositor's compliance
with such requirement.

13. (a) Depositor retains the right to amend this Custodial Account
document in any respect at any time, effective on a stated date
which shall be at least 60 days after giving written notice of
the amendment (including its exact terms) to Custodian by
registered or certified mail, unless Custodian waives notice as
to such amendment. If the Custodian does not wish to continue
serving as such under this Custodial Account document as so
amended, it may resign in accordance with Section 17 below.

(b) Depositor delegates to the Custodian the Depositor's right so to
amend, provided (i) the Custodian does not change the investments
available under this Custodial Agreement and (ii) the Custodian
amends in the same manner all agreements comparable to this one,
having the same Custodian, permitting comparable investments, and
under which such power has been delegated to it; this includes
the power to amend retroactively if necessary or appropriate in
the opinion of the Custodian in order to conform this Custodial
Account to pertinent provisions of the Code and other laws or
successor provisions of law, or to obtain a governmental ruling
that such requirements are met, to adopt a prototype or master
form of agreement in substitution for this Agreement, or as
otherwise may be advisable in the opinion of the Custodian. Such
an amendment by the Custodian shall be communicated in writing to
Depositor, and Depositor shall be deemed to have consented
thereto unless, within 30 days after such communication to
Depositor is mailed, Depositor either (i) gives Custodian a
written order for a complete distribution or transfer of the
Custodial Account, or (ii) removes the Custodian and appoints a
successor under Section 17 below.

Pending the adoption of any amendment necessary or desirable to
conform this Custodial Account document to the requirements of
any amendment to any applicable provision of the Internal Revenue
Code or regulations or rulings thereunder, the Custodian and the
Service Company may operate the Depositor's Custodial Account in
accordance with such requirements to the extent that the
Custodian and/or the Service Company deem necessary to preserve
the tax benefits of the Account.

(c) Notwithstanding the provisions of subsections (a) and (b) above,
no amendment shall increase the responsibilities or duties of
Custodian without its prior written consent.

(d) This Section 13 shall not be construed to restrict the
Custodian's right to substitute fee schedules in the manner
provided by Section 16 below, and no such substitution shall be
deemed to be an amendment of this Agreement.

14. (a) Custodian shall terminate the Custodial Account if this Agreement
is terminated or if, within 30 days (or such longer time as
Custodian may agree) after resignation or removal of Custodian
under Section 17, Depositor or Sponsor, as the case may be, has
not appointed a successor which has accepted such appointment.
Termination of the Custodial Account shall be effected by
distributing all assets thereof in a single payment in cash or in
kind to Depositor, subject to Custodian's right to reserve funds
as provided in Section 17.

(b) Upon termination of the Custodial Account, this custodial account
document shall have no further force and effect (except for
Sections 15(f), 17(b) and (c) hereof which shall survive the
termination of the Custodial Account and this document), and
Custodian shall be relieved from all further liability hereunder
or with respect to the Custodial Account and all assets thereof
so distributed.

15. (a) In its discretion, the Custodian may appoint one or more
contractors or service providers to carry out any of its
functions and may compensate them from the Custodial Account for
expenses attendant to those functions. In the event of such
appointment, all rights and privileges of the Custodian under
this Agreement shall pass through to such contractors or service
providers who shall be entitled to enforce them as if a named
party.

(b) The Service Company shall be responsible for receiving all
instructions, notices, forms and remittances from Depositor and
for dealing with or forwarding the same to the transfer agent for
the Fund(s).

(c) The parties do not intend to confer any fiduciary duties on
Custodian or Service Company (or any other party providing
services to the Custodial Account), and none shall be implied.
Neither shall be liable (or assumes any responsibility) for the
collection of contributions, the proper amount, time or tax
treatment of any contribution to the Custodial Account or the
propriety of any contributions under this Agreement, or the
purpose, time, amount (including any minimum distribution
amounts), tax treatment or propriety of any distribution
hereunder, which matters are the sole responsibility of Depositor
and Depositor's Beneficiary.

(d) Not later than 60 days after the close of each calendar year (or
after the Custodian's resignation or removal), the Custodian or
Service Company shall file with Depositor a written report or
reports reflecting the transactions effected by it during such
period and the assets of the Custodial Account at its close.
Upon the expiration of 60 days after such a report is sent to
Depositor (or Beneficiary), the Custodian or Service

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<PAGE>

Company shall be forever released and discharged from all
liability and accountability to anyone with respect to
transactions shown in or reflected by such report except with
respect to any such acts or transactions as to which Depositor
shall have filed written objections with the Custodian or Service
Company within such 60 day period.

(e) The Service Company shall deliver, or cause to be delivered, to
Depositor all notices, prospectuses, financial statements and
other reports to shareholders, proxies and proxy soliciting
materials relating to the shares of the Funds(s) credited to the
Custodial Account. No shares shall be voted, and no other action
shall be taken pursuant to such documents, except upon receipt of
adequate written instructions from Depositor.

(f) Depositor shall always fully indemnify Service Company,
Distributor, the Fund(s), Sponsor and Custodian and save them
harmless from any and all liability whatsoever which may arise
either (i) in connection with this Agreement and the matters
which it contemplates, except that which arises directly out of
the Service Company's, Distributor's, Fund's, Sponsor's or
Custodian's bad faith, gross negligence or willful misconduct,
(ii) with respect to making or failing to make any distribution,
other than for failure to make distribution in accordance with an
order therefor which is in full compliance with Section 10, or
(iii) actions taken or omitted in good faith by such parties.
Neither Service Company nor Custodian shall be obligated or
expected to commence or defend any legal action or proceeding in
connection with this Agreement or such matters unless agreed upon
by that party and Depositor, and unless fully indemnified for so
doing to that party's satisfaction.

(g) The Custodian and Service Company shall each be responsible
solely for performance of those duties expressly assigned to it
in this Agreement, and neither assumes any responsibility as to
duties assigned to anyone else hereunder or by operation of law.

(h) The Custodian and Service Company may each conclusively rely upon
and shall be protected in acting upon any written order from
Depositor or Beneficiary, or any investment advisor appointed
under Section 8, or any other notice, request, consent,
certificate or other instrument or paper believed by it to be
genuine and to have been properly executed, and so long as it
acts in good faith, in taking or omitting to take any other
action in reliance thereon. In addition, Custodian will carry
out the requirements of any apparently valid court order relating
to the Custodial Account and will incur no liability or
responsibility for so doing.

16. (a) The Custodian, in consideration of its services under this
Agreement, shall receive the fees specified on the applicable fee
schedule. The fee schedule originally applicable shall be the
one specified in the Adoption Agreement or Disclosure Statement,
as applicable. The Custodian may substitute a different fee
schedule at any time upon 30 days' written notice to Depositor.
The Custodian shall also receive reasonable fees for any services
not contemplated by any applicable fee schedule and either deemed
by it to be necessary or desirable or requested by Depositor.

(b) Any income, gift, estate and inheritance taxes and other taxes of
any kind whatsoever, including transfer taxes incurred in
connection with the investment or reinvestment of the assets of
the Custodial Account, that may be levied or assessed in respect
to such assets, and all other administrative expenses incurred by
the Custodian in the performance of its duties (including fees
for legal services rendered to it in connection with the
Custodial Account) shall be charged to the Custodial Account. If
the Custodian is required to pay any such amount, the Depositor
(or Beneficiary) shall promptly upon notice thereof reimburse the
Custodian.

(c) All such fees and taxes and other administrative expenses charged
to the Custodial Account shall be collected either from the
amount of any contribution or distribution to or from the
Account, or (at the option of the person entitled to collect such
amounts) to the extent possible under the circumstances by the
conversion into cash of sufficient shares of one or more Funds
held in the Custodial Account (without liability for any loss
incurred thereby). Notwithstanding the foregoing, the Custodian
or Service Company may make demand upon the Depositor for payment
of the amount of such fees, taxes and other administrative
expenses. Fees which remain outstanding after 60 days may be
subject to a collection charge.

17. (a) Upon 30 days' prior written notice to the Custodian, Depositor or
Sponsor, as the case may be, may remove it from its office
hereunder. Such notice, to be effective, shall designate a
successor custodian and shall be accompanied by the successor's
written acceptance. The Custodian also may at any time resign
upon 30 days' prior written notice to Sponsor, whereupon the
Sponsor shall notify the Depositor (or Beneficiary) and shall
appoint a successor to the Custodian. In connection with its
resignation hereunder, the Custodian may, but is not required to,
designate a successor custodian by written notice to the Sponsor
or Depositor (or Beneficiary), and the Sponsor or Depositor (or
Beneficiary) will be deemed to have consented to such successor
unless the Sponsor or Depositor (or Beneficiary) designates a
different successor custodian and provides written notice thereof
together with such a different successor's written acceptance by
such date as the Custodian specifies in its original notice to
the Sponsor or Depositor (or Beneficiary) (provided that the
Sponsor or Depositor (or Beneficiary) will have a minimum of 30
days to designate a different successor).

(b) The successor custodian shall be a bank, insured credit union, or
other person satisfactory to the Secretary of the Treasury under
Code Section 408(a)(2). Upon receipt by Custodian of written
acceptance by its successor of such successor's appointment,
Custodian shall transfer and pay over to such successor the
assets of the Custodial Account and all records (or copies
thereof) of Custodian pertaining thereto, provided that the
successor custodian agrees not to dispose of any such records
without the Custodian's consent. Custodian is authorized,
however, to reserve such sum of money or property as it may deem
advisable for payment of all its fees, compensation, costs, and
expenses, or for payment of any other liabilities constituting a
charge on or against the assets of the Custodial Account or on or
against the Custodian, with

27
<PAGE>

any balance of such reserve remaining after the payment of all
such items to be paid over to the successor custodian.

18. References herein to the "Internal Revenue Code" or "Code" and
sections thereof shall mean the same as amended from time to time, including
successors to such sections.

19. Except where otherwise specifically required in this Agreement, any
notice from Custodian to any person provided for in this Agreement shall be
effective if sent by first-class mail to such person at that person's last
address on the Custodian's records.

20. Depositor or Depositor's Beneficiary shall not have the right or power
to anticipate any part of the Custodial Account or to sell, assign, transfer,
pledge or hypothecate any part thereof. The Custodial Account shall not be
liable for the debts of Depositor or Depositor's Beneficiary or subject to any
seizure, attachment, execution or other legal process in respect thereof except
to the extent required by law. At no time shall it be possible for any part of
the assets of the Custodial Account to be used for or diverted to purposes other
than for the exclusive benefit of the Depositor or his/her Beneficiary except to
the extent required by law.

21. When accepted by the Custodian, this Agreement is accepted in and
shall be construed and administered in accordance with the laws of the state
where the principal offices of the Custodian are located. Any action involving
the Custodian brought by any other party must be brought in a state or federal
court in such state.

If in the Adoption Agreement, Depositor designates that the Custodial
Account is a Regular IRA, this Agreement is intended to qualify under Code
Section 408(a) as an individual retirement Custodial Account and to entitle
Depositor to the retirement savings deduction under Code Section 219 if
available. If in the Adoption Agreement Depositor designates that the Custodial
Account is a Roth IRA, this Agreement is intended to qualify under Code Section
408A as a Roth individual retirement Custodial Account and to entitle Depositor
to the tax-free withdrawal of amounts from the Custodial Account to the extent
permitted in such Code section.

If any provision hereof is subject to more than one interpretation or
any term used herein is subject to more than one construction, such ambiguity
shall be resolved in favor of that interpretation or construction which is
consistent with the intent expressed in whichever of the two preceding sentences
is applicable.

However, the Custodian shall not be responsible for whether or not
such intentions are achieved through use of this Agreement, and Depositor is
referred to Depositor's attorney for any such assurances.

22. Depositor should seek advice from Depositor's attorney regarding the
legal consequences (including but not limited to federal and state tax matters)
of entering into this Agreement, contributing to the Custodial Account, and
ordering Custodian to make distributions from the Account. Depositor
acknowledges that Custodian and Service Company (and any company associated
therewith) are prohibited by law from rendering such advice.

23. If any provision of any document governing the Custodial Account
provides for notice, instructions or other communications from one party to
another in writing, to the extent provided for in the procedures of the
Custodian, Service Company or another party, any such notice, instructions or
other communications may be given by telephonic, computer, other electronic or
other means, and the requirement for written notice will be deemed satisfied.

24. The legal documents governing the Custodial Account are as follows:

(a) If in the Adoption Agreement the Depositor designated the Custodial Account
as a Regular IRA under Code Section 408(a), the provisions of Part One and Part
Three of this Agreement and the provisions of the Adoption Agreement are the
legal documents governing the Depositor's Custodial Account.

(b) If in the Adoption Agreement the Depositor designated the Custodial Account
as a Roth IRA under Code Section 408A, the provisions of Part Two and Part Three
of this Agreement and the provisions of the Adoption Agreement are the legal
documents governing the Depositor's Custodial Account.

(c) In the Adoption Agreement the Depositor must designate the Custodian
Account as either a Roth IRA or a Regular IRA, and a separate account will be
established for such IRA. One Custodial Account may not serve as a Roth IRA and
a Regular IRA (through the use of subaccounts or otherwise).

25. Articles I through VII of Part One of this Agreement are in the form
promulgated by the Internal Revenue Service as Form 5305-A. It is anticipated
that, if and when the Internal Revenue Service promulgates changes to Form
5305-A, the Custodian will amend this Agreement correspondingly.

Articles I through VII of Part Two of this Agreement are in the form
promulgated by the Internal Revenue Service as Form 5305-RA. It is anticipated
that, if and when the Internal Revenue Service promulgates changes to Form
5305-RA, the Custodian will amend this Agreement correspondingly.

The Internal Revenue Service has endorsed the use of documentation
permitting a Depositor to establish either a Regular IRA or Roth IRA (but not
both using a single Adoption Agreement), and this Kit complies with the
requirements of the IRS guidance for such use. If the Internal Revenue Service
subsequently determines that such an approach is not permissible, or that the
use of a "combined" Adoption Agreement does not establish a valid Regular IRA or
a Roth IRA (as the case may be), the Custodian will furnish the Depositor with
replacement documents and the Depositor will if necessary sign such replacement
documents. Depositor acknowledge and agrees to such procedures and to cooperate
with Custodian to preserve the intended tax treatment of the Account.

26. If the Depositor maintains an Individual Retirement Account under
Code section 408(a), Depositor may convert or transfer such other IRA to a Roth
IRA under Code section 408A using the terms of this Agreement and the Adoption
Agreement by completing and executing the Adoption Agreement and giving suitable
directions to the Custodian and the custodian or trustee of such other IRA.
Alternatively, the Depositor may convert or transfer such other IRA to a Roth
IRA by use of a reply card or by telephonic, computer or electronic means in
accordance with procedures adopted by the Custodian or Service Company intended
to meet the requirements of Code section 408A, and the Depositor will be deemed
to have executed the Adoption Agreement and adopted the provisions of this
Agreement and the Adoption Agreement in accordance with such procedures.

27. The Depositor acknowledges that he or she has received and read the
current prospectus for each Fund in which his or her Account is invested and the
Individual Retirement Account Disclosure Statement related to the Account. The
Depositor represents under penalties of perjury that his or her Social Security
number (or other Taxpayer Identification Number) as stated in the Adoption
Agreement is correct.

<PAGE>
<ARTICLE> 6
<CIK> 0000051815
<NAME> STONEBRIDGE AGGRESSIVE GROWTH FUND, INC
<SERIES>
<NUMBER> 0
<NAME> AGGRESSIVE GROWTH FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
<INVESTMENTS-AT-COST> 5285719
<INVESTMENTS-AT-VALUE> 6405420
<RECEIVABLES> 4189
<ASSETS-OTHER> 7031
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6416640
<PAYABLE-FOR-SECURITIES> 193688
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 39219
<TOTAL-LIABILITIES> 232907
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4705523
<SHARES-COMMON-STOCK> 535636
<SHARES-COMMON-PRIOR> 409077
<ACCUMULATED-NII-CURRENT> (1242882)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1065755
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1119701
<NET-ASSETS> 6183733
<DIVIDEND-INCOME> 3500
<INTEREST-INCOME> 15188
<OTHER-INCOME> 0
<EXPENSES-NET> (92067)
<NET-INVESTMENT-INCOME> (73379)
<REALIZED-GAINS-CURRENT> 523179
<APPREC-INCREASE-CURRENT> (50209)
<NET-CHANGE-FROM-OPS> 399591
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (238906)
<DISTRIBUTIONS-OF-GAINS> (685243)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 49265
<NUMBER-OF-SHARES-REDEEMED> (12612)
<SHARES-REINVESTED> 89906
<NET-CHANGE-IN-ASSETS> 755306
<ACCUMULATED-NII-PRIOR> (930597)
<ACCUMULATED-GAINS-PRIOR> 1227869
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17369
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 92067
<AVERAGE-NET-ASSETS> 5367469
<PER-SHARE-NAV-BEGIN> 13.27
<PER-SHARE-NII> .53
<PER-SHARE-GAIN-APPREC> (.02)
<PER-SHARE-DIVIDEND> (.58)
<PER-SHARE-DISTRIBUTIONS> (1.66)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.54
<EXPENSE-RATIO> 3.46
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<PAGE>
<ARTICLE> 6
<CIK> 0000070218
<NAME> STONEBRIDGE
<SERIES>
<NUMBER> 1
<NAME> STONEBRIDGE GROWTH FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-29-1998
<INVESTMENTS-AT-COST> 30488
<INVESTMENTS-AT-VALUE> 43661
<RECEIVABLES> 62
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43731
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 64
<TOTAL-LIABILITIES> 64
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 24283
<SHARES-COMMON-STOCK> 2732
<SHARES-COMMON-PRIOR> 2396
<ACCUMULATED-NII-CURRENT> (880)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4361
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 13172
<NET-ASSETS> 43668
<DIVIDEND-INCOME> 221
<INTEREST-INCOME> 162
<OTHER-INCOME> 0
<EXPENSES-NET> (353)
<NET-INVESTMENT-INCOME> 30
<REALIZED-GAINS-CURRENT> 3504
<APPREC-INCREASE-CURRENT> (123)
<NET-CHANGE-FROM-OPS> 3411
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (518)
<DISTRIBUTIONS-OF-GAINS> (6432)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 40
<NUMBER-OF-SHARES-REDEEMED> (167)
<SHARES-REINVESTED> 464
<NET-CHANGE-IN-ASSETS> 1288
<ACCUMULATED-NII-PRIOR> (393)
<ACCUMULATED-GAINS-PRIOR> 7289
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 163
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 353
<AVERAGE-NET-ASSETS> 44063
<PER-SHARE-NAV-BEGIN> 17.69
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 1.15
<PER-SHARE-DIVIDEND> (.22)
<PER-SHARE-DISTRIBUTIONS> (2.69)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.98
<EXPENSE-RATIO> 1.61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

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

August 18, 1998

Securities and Exchange Commission
450 5th St. N.W.
Washington D.C. 20009
Attention: Mr. Randolph Koch

Re: Stonebridge Funds Trust
(Successor to Stonebridge Aggressive Growth Fund, Inc.)
Registration Nos. 2-12893
811-00749

Dear Mr. Koch:

Pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the
"1933 Act"), enclosed for filing is Post-Effective Amendment No. 60 to the
Registration Statement of Stonebridge Aggressive Growth Fund, Inc. (the
"Amendment"). By the Amendment Stonebridge Funds Trust (the "Trust"), a
newly-organized Delaware business trust, is proposing to adopt and succeed to
the registration under the Investment Company Act of 1940 of Stonebridge
Aggressive Growth Fund, Inc. The Trust is also proposing to adopt and succeed to
the registration under the 1933 Act of Stonebridge Aggressive Growth Fund, Inc.
and Stonebridge Growth Fund, Inc. (file no. 2-15893) for all purposes.

The effectiveness of the Amendment is contingent on approval of the
reorganization of Stonebridge Aggressive Growth Fund, Inc. and Stonebridge
Growth Fund, Inc. (the "Funds") as separate series of the Trust by the majority
of the outstanding shares of each of the Funds. The reorganization is proposed
to become effective on November 1, 1998. Meetings of the shareholders of the
Funds are scheduled for August 25, 1998 to address this matter. If the
shareholders of the Funds approve the proposed reorganizations, we intend that
the Amendment become effective 75 days after the filing of the Amendment
pursuant to paragraph (a)(ii) at 12:01 a.m. on November 1, 1998.

The prospectus and statement of additional information, as well as certain
exhibits included in the Amendment do not contain any material changes to the
Funds' existing investment and operational attributes, as described in their
currently effective separate

<PAGE>

registration statements, other than the combination of separate corporations
into a single trust with two series.

If you have any questions or comments, please contact me at (303) 623-2577.

Sincerely,

/s/ James V. Hyatt
James V. Hyatt, Esq.
General Counsel

Enc.
cc: Michael Glazer, Esq.