STONEBRIDGE FUNDS TRUST, 485BPOS, 2000-02-28

STONEBRIDGE FUNDS TRUST
485BPOS, 2000-02-28

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<PAGE> 1
As filed with the Securities and Exchange Commission on February 28, 2000
1933 Act Registration No. 2-12893
1940 Act Registration No. 811-00749

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No. __ -
Post-Effective Amendment No. 63 x
--

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 63 x
--

(Check appropriate box or boxes.)

STONEBRIDE FUNDS TRUST
----------------------
(Exact name of Registrant as Specified in Charter)

370 17th Street, Suite 3100
Denver, CO 80202
----------------
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (303) 623-2577
--------------

Derek J. Mullins, Assistant Treasurer
Stonebridge Funds Trust
370 17th Street, Suite 3100
Denver, CO 80202
----------------
(Name and Address of Agent of Service)

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

Approximate Date of Proposed Public Offering:

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

x immediately upon filing pursuant to paragraph (b)
_ on (date) pursuant to paragraph (b)
_ 60 days after filing pursuant to paragraph (a) (1)
_ on ____________, pursuant to paragraph (a) (1)
_ 75 days after filing pursuant to paragraph (a) (2)
_ on (date) pursuant to paragraph (a) (2)

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

<PAGE> 2
STONEBRIDGE FUNDS

370 17th Street, Suite 3100
Denver, Colorado 80202

PROSPECTUS
MARCH 1, 2000

As with other mutual funds, the Securities and Exchange
Commission has not approved or disapproved these
securities, or determined whether the information in this
prospectus is accurate or complete. Anyone who tells
you otherwise is committing a crime.

<PAGE> 3
STONEBRIDGE FUNDS

370 17th Street, Suite 3100
Denver, Colorado 80202

(800) 639-3935

STONEBRIDGE FUNDS TRUST
STONEBRIDGE GROWTH FUND
STONEBRIDGE AGGRESSIVE GROWTH FUND

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

Stonebridge Growth Fund, also referred to as the Growth Fund, seeks long-term
growth of capital and increased future income through investment primarily in
common stocks. It invests primarily in common stocks of companies with large and
medium market capitalizations.

Stonebridge Aggressive Growth Fund, also referred to as the Aggressive Fund,
seeks long-term growth of capital, with the production of short-term income as a
secondary objective, through investment primarily in common stocks. It invests
primarily in common stocks of companies with smaller market capitalizations.

This Prospectus is dated March 1, 2000

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<PAGE> 4

TABLE OF CONTENTS

<TABLE>

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

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

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

Management of the Funds......................................................10

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

Distributions and Taxes......................................................12

How to Invest................................................................13

How to Redeem Fund Shares....................................................15

General Account Policies.....................................................17

Financial Highlights.........................................................21

</TABLE>

2
<PAGE> 5

SUMMARY OF THE FUNDS' INVESTMENTS, RISKS AND PERFORMANCE

STONEBRIDGE GROWTH FUND

INVESTMENTS. Stonebridge Growth Fund seeks:

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

The Fund intends to achieve these objectives by:

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

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

PRINCIPAL RISKS OF INVESTING IN THE FUND. Investments in common stocks include
the following risks:

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

The weighted average market capitalization of the Fund's portfolio at any time,
on a cost basis, will be above the weighted average market capitalization of the
S&P Mid Cap Index.

SUITABILITY. The Fund is suitable for investors seeking growth of capital over a
long period with some prospect of future income. The Fund should not be
considered for short-term purchases. You may lose money by investing in the
Fund.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any government
agency.

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<PAGE> 6

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

[GRAPH]

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

AVERAGE ANNUAL TOTAL
RETURNS (FOR THE PERIODS
ENDED DECEMBER 31, 1999) PAST ONE YEAR PAST FIVE YEARS PAST TEN YEARS
------------------------ ------------- --------------- --------------
<S> <C> <C> <C>
Stonebridge Growth Fund 20.08% 17.77% 11.98%
Standard & Poors 500 Index(1) 21.04% 28.54% 18.20%
New York Stock Exchange
Composite Index(2) 9.15% 20.98% 12.80%

</TABLE>

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

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

4
<PAGE> 7

STONEBRIDGE AGGRESSIVE GROWTH FUND

INVESTMENTS. Stonebridge Aggressive Growth Fund seeks:

o long-term growth of capital
o short-term income as a secondary objective

The Fund intends to achieve these objectives by:

o investing primarily in common stocks which appear to have good prospects for
superior earnings growth
o investing in companies with smaller market capitalizations (total value of
publicly traded equity securities)

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

The weighted average market capitalization of the Fund's portfolio at any time,
on a cost basis, will be below the weighted average market capitalization of
the S&P Mid Cap Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND. Investments in common stocks include
the following risks:

o poor performance when overall economic activity decreases or adverse market
conditions affect common stocks generally

o price volatility, which is greater than funds investing in larger companies

o decreases in the value of your investment if a particular high growth area
or company identified by the Adviser performs poorly

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

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any government
agency.

5
<PAGE> 8

PAST PERFORMANCE OF THE FUND. The bar chart and table below provide an
indication of the risks of investing in Stonebridge Aggressive Growth Fund by
showing changes in the performance of the Fund and its predecessor from year to
year over a 10-year period and by showing how the Funds average annual returns
compare to that of a broad-based securities market index. The bar chart and
performance table assume reinvestment of dividends and distributions. Past
performance does not necessarily indicate how the Fund will perform in the
future.

[GRAPH]

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

AVERAGE ANNUAL TOTAL
RETURNS (FOR THE PERIODS
ENDED DECEMBER 31, 1999) PAST ONE YEAR PAST FIVE YEARS PAST TEN YEARS
------------------------ ------------- --------------- --------------
<S> <C> <C> <C>
Stonebridge Aggressive Growth Fund 44.30% 18.73% 15.73%
Russell 2000 Index(1) 21.26% 16.70% 13.40%
</TABLE>

(1) An unmanaged index which measures performance of the 2,000 smallest
companies in the Russell 3000 Index. The Russell 3000 Index is comprised of the
3,000 smallest U.S. securities as determined by total market capitalization. The
index return reflects the reinvestment of income dividends and capital gains
distributions, if any, but does not reflect fees, brokerage commissions, or
other expenses of investing.

6
<PAGE> 9

ANNUAL FUND EXPENSES

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

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

ANNUAL FUND OPERATING EXPENSES. The Funds pay monthly expenses out of Fund
assets, and these expenses are reflected in their share prices. The operating
expenses below are expenses deducted from fund assets.

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

STONEBRIDGE STONEBRIDGE
GROWTH FUND AGGRESSIVE GROWTH FUND
----------- ----------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
(fees or expenses paid directly from your investment)
Maximum Sales Charge (load) on Purchases
(as a % of offering price) none none
Maximum Deferred Sales Charge (load) none none
Redemption Fees (as a % of amount redeemed)* none none
Exchange Fee none none

ANNUAL FUND OPERATING EXPENSES
(fees paid from Fund Assets)
Management Fees** 0.75% 1.00%
Distribution (12b-1) Fees none none
Other Expenses (audit, legal, shareholder services,
transfer agent, custodian, and miscellaneous) 0.91% 2.85%
Total Fund Operating Expenses 1.66% 3.85%
Fee Waiver** (0.16)% (1.00)%
Net Fund Operating Expenses 1.50% 2.85%

</TABLE>

*The Fund may charge a $10 per transaction fee on redemption by wire transfer.

**The Adviser has agreed to defer its annual management fee to the extent
necessary to limit the overall annual expenses of the Growth Fund and Aggressive
Fund to 1.50% and 2.90%, respectively; however, in circumstances where the
Adviser is required to waive its entire annual management fee, it will not be
responsible for reimbursing the Funds for additional expenses. The Growth Fund
or Aggressive Growth Fund will reimburse the Adviser for any expenses it pays in
any fiscal year if, after the reimbursement, the expenses of the Fund for such
year are less than 1.50% or 2.90%, respectively of its average annual net
assets.

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<PAGE> 10

Example: The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and the
Funds annual operating expenses reflect net fund operating expenses for one
year and gross fund operating expenses for additional years, as described in
the fee table. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

STONEBRIDGE STONEBRIDGE
GROWTH FUND AGGRESSIVE GROWTH FUND
------------ ----------------------
<S> <C> <C>
1 YEAR $ 153 $ 288
3 YEARS $ 523 $1,175
5 YEARS $ 902 $1,980
10 YEARS $1,963 $4,075
</TABLE>

OBJECTIVES AND INVESTMENT POLICIES

STONEBRIDGE GROWTH FUND

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

The Adviser believes that companies with above average records of growth will
eventually be rewarded by higher prices for their stocks. Although there are no
restrictions on the market capitalization of a company in which the Growth Fund
may invest, the weighted average market capitalization of the Funds portfolio at
any time, on a cost basis, will be above the weighted average market
capitalization of the S&P Mid Cap Index. The Fund usually invests in stocks
which are listed on an exchange or on the NASDAQ National Market System.

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

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

STONEBRIDGE AGGRESSIVE GROWTH FUND

The Aggressive Fund invests primarily in the common stocks of companies that the
Adviser believes have

8
<PAGE> 11

good prospects for superior earnings growth. Although there are no restrictions
on the market capitalization of a company in which the Aggressive Fund may
invest, the weighted average market capitalization of the portfolio at any time,
on a cost basis, will be below the weighted average market capitalization of the
S&P Mid Cap Index. It often invests in small capitalization companies which the
Adviser believes may have higher growth rates than larger companies. The Fund
usually invests in stocks which are listed on an exchange or on the NASDAQ
National Market System.

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

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

OTHER INVESTMENT POLICIES AND RISKS

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

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

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

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

9
<PAGE> 12

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISER

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

The Adviser receives advisory fees paid monthly based on an annual rate of 0.75%
of the Growth Funds average daily net assets and 1.00% of the Aggressive Funds
average daily net assets. The Adviser has agreed to defer its annual management
fee to the extent necessary to limit the overall annual expenses of the Growth
Fund and Aggressive Fund to 1.50% and 2.90%, respectively, for the current
fiscal year and all future fiscal years through October 31, 2002; however, in
circumstances where the Adviser is required to waive its entire annual
management fee, it will not be responsible for reimbursing the Funds for
additional expenses, and therefore expense ratios for the Growth Fund and
Aggressive Fund may exceed 1.50% and 2.90%, respectively. The Growth Fund or
Aggressive Fund will reimburse the Adviser for any Fund expenses it pays in any
fiscal year if, after the reimbursement, the expenses of the Growth Fund or
Aggressive Fund for such year are less than 1.50% or 2.90%, respectively, of its
average annual net assets.

The advisory fees received by the Adviser from the Growth Fund and the
Aggressive Fund for the fiscal year ended October 31, 1999 after reimbursements,
were 0.58% and 0.00% of average annual net assets, respectively.

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

ADMINISTRATOR

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

For these administration services, ALPS receives a monthly fee at the annual
rate of 0.10% of the average daily net assets of each Fund up to $250,000,000
and 0.075% of the average daily net assets of each Fund in excess of
$250,000,000. ALPS minimum monthly fee is $6,250 per Fund.

DISTRIBUTOR

ALPS also serves as the Distributor and principal underwriter of the Funds'
shares without compensation and bears the expense of distributing the shares.

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<PAGE> 13

CUSTODIAN

The Funds' Custodian is Fifth Third Bank, Fifth Third Center, 38 Fountain Square
Plaza, Cincinnati, Ohio 45263.

FUND ACCOUNTING AGENT

The Funds' Accounting Agent is ALPS Mutual Funds Services, Inc., 370 17th
Street, Suite 3100, Denver, Colorado 80202.

TRANSFER AGENT

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

REPORTS TO SHAREHOLDERS

<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
Confirmations The Trust will mail you a transaction report any time you
purchase, redeem or exchange shares.
- --------------------------------------------------------------------------------

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

Financial The Trust will mail you an unaudited semi-annual report in
Statement 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 you Form 1099-DIV and/or 1099-B in
January for any dividends and distributions you received or
redemptions in your account. It will also send you any other
tax forms required by the Internal Revenue Service. All tax
forms are also filed with the Internal Revenue Service.
- --------------------------------------------------------------------------------

Prospectus The Trust will mail you an updated prospectus each February
or as updated earlier.
- --------------------------------------------------------------------------------
</TABLE>

11
<PAGE> 14

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

DISTRIBUTIONS AND TAXES

The Funds intend to distribute substantially all of their net investment income
and capital gains, if any, to shareholders. Any net capital gains realized are
normally distributed in December. Income dividends for the Funds, if any, are
declared and paid in December.

DISTRIBUTIONS

A fund's income from dividends and interest and any net realized short-term
capital gains are paid to shareholders as income dividends. A fund realizes
capital gains whenever it sells securities for a higher price than it paid for
them. Net realized long-term gains are paid to shareholders as capital gain
dividends. A dividend will reduce the net asset value of a fund share by the
amount of the dividend on the ex-dividend date.

FEDERAL TAXES

Distributions of gains from the sale of assets held by the Funds for more than
one year generally are taxable to shareholders at the applicable long-term
capital gains rate, regardless of how long they have owned their Fund shares.
Distributions from other sources generally are taxed as ordinary income. You
will be subject to income tax on Fund distributions regardless of whether they
are paid in cash or reinvested in additional shares.

REDEMPTIONS AND EXCHANGES

You will recognize a taxable gain or loss on a sale, exchange or redemption of
your shares, including an exchange for shares of the other Fund, based on the
difference between your tax basis in the shares and the amount you receive for
them. To aid in computing your tax basis, you generally should retain your
account statements for the periods in which you held shares.

"BUYING A DIVIDEND"

If you purchase shares just prior to a distribution of income or capital gains,
the purchase price will reflect the amount of the upcoming distribution, but you
will be taxed on the entire amount of the distribution received, even though, as
an economic matter, the distribution simply constitutes a return of capital.
This is known as "buying a dividend".

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<PAGE> 15

OTHER TAX INFORMATION

The information above is only a summary of some of the federal tax consequences
generally affecting the Funds and their shareholders, and does not discuss
individual tax consequences. In addition to federal tax, distributions may be
subject to state or local taxes. You should consult your tax advisers for
details and up-to-date information on the tax laws in your state to determine
whether the Funds are suitable given your particular tax situation.

When you sign your account application, you will be asked to certify that your
taxpayer identification number is correct and that you are not subject to backup
withholding for failing to report income to the IRS. If you do not comply with
the IRS regulations, the IRS can require the Funds to withhold 31% of taxable
distributions from your account.

HOW TO INVEST

This section tells you how to purchase and exchange shares of the Funds. Please
call 1-800-639-3935 to speak with a Shareholder Services Representative if you
have any questions or need information.

HOW TO OPEN AND ADD TO YOUR ACCOUNT

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

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 219247, Kansas City, MO 64121-9247.

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

AUTOMATICALLY Complete the Automatic Investment Plan Section of your Account
(from your Application or Account Options form to have money automatically
bank account) withdrawn ($100 minimum per transaction), and return it to
Stonebridge Funds, P.O. Box 219247, Kansas City, MO 64121-9247.

BY WIRE Call 1-800-639-3935 to receive wiring instructions.

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<PAGE> 16

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 219247, Kansas City, MO
64121-9247. 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 $100
(from your or more automatically withdrawn from your bank account monthly.
bank account) Call 1-800-639-3935 to receive an application.

BY WIRE Call 1-800-639-3935 to receive wiring instructions.

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

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

Please note, we will not accept third-party checks for the purchase of shares.

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

HOW TO EXCHANGE FUND SHARES

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

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

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<PAGE> 17

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
219247, Kansas City, MO 64121-9247.

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

This section tells you how to redeem shares of the Funds. Please call
1-800-639-3935 to speak with a Shareholder Services Representative if you have
any questions or need information.

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

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

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

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

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

Any sale, exchange, or change in registration may result in a taxable gain or
loss reported to you and the IRS. We deduct back-up withholding if your account
has no tax identification number or an incorrect tax identification number. In
this situation, we must remit 31% of redemption proceeds and dividend

15
<PAGE> 18

distributions to the IRS as an advance tax payment. Back-up withholding should
not apply if you provided your tax identification number on your account
application or on IRS Form W-9.

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

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

If you do not have and would like to add the telephone redemption
feature, send a written request to Stonebridge Funds, P.O. Box
219247, Kansas City, MO 64121-9247.

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

In Person During normal business hours, bring your written request to
Stonebridge Funds, 370 17th Street, Suite 3100, Denver, CO 80202.

By Mail Send a written request to Stonebridge Funds, P.O. Box 219247,
Kansas City, MO 64121-9247.

Your written request must:
- be signed by each account owner; a signature guarantee is
required for any redemption over $10,000 or any redemption
being mailed to any address or payee other than a shareholder
of record;
- state the number or dollar amount of shares to be redeemed;
- include your account number and tax identification number.

By Wire Call 1-800-639-3935 or write Stonebridge Funds, P.O. Box 219247,
Kansas City, MO 64121-9247. You will need to provide account name
and number, name of Fund and unds, P.O. Box 219247, Kansas City,
MO 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 219247, Kansas City, MO 64121-9247.
The request must be signed (and signatures guaranteed) by each
account owner.

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

16
<PAGE> 19

SYSTEMATIC CASH WITHDRAWAL PLAN

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

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

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

GENERAL ACCOUNT POLICIES

This section explains various general account policies. Please call
1-800-639-3935 to speak with a Shareholder Services Representative if you have
questions or need information.

ACCOUNTS OPENED THROUGH A SERVICE ORGANIZATION

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

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

ADDRESS CHANGES

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

17
<PAGE> 20

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

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

DISTRIBUTIONS

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

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

EXPRESS MAIL

If you want to use express mail or overnight delivery service rather than the
Funds Kansas City Post Office Box, the address is:

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

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

INVOLUNTARY REDEMPTIONS

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

PRICE OF FUND SHARES

The price at which you buy, sell, or exchange Fund shares is the share price or
net asset value per share (NAV). Each Funds NAV is calculated by adding the
value of the Funds investments, cash and other

18
<PAGE> 21

assets, deducting the Funds liabilities, and dividing that total value by the
total number of 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. The
Funds NAVs are determined by the Fund Accounting Agent as of the close of
regular trading on the NYSE, normally 4:00 p.m. (Eastern time), on each day that
the NYSE is open. Share price is not calculated on the days that the NYSE is
closed.

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

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

REDEMPTION OF LOW BALANCE ACCOUNTS

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

REGISTRATION CHANGES

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

SIGNATURE GUARANTEE

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

The guarantee must be an ink stamp or medallion that states Signature(s)
Guaranteed and must be signed in the name of the guarantor by an authorized
person with that persons 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.

19
<PAGE> 22

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 or to reject or
delay a redemption under certain other circumstances.

TELEPHONE TRANSACTIONS

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

20
<PAGE> 23

FINANCIAL HIGHLIGHTS
STONEBRIDGE GROWTH FUND

The financial highlights table is intended to help you understand the
Stonebridge Growth Funds financial performance for the past 5 years. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). The information in the table is for the Stonebridge Growth Fund
series of the Stonebridge Funds Trust and 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, 1994 through 1997, the period ended
October 31, 1998 and the year ended October 31, 1999 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 Stonebridge Funds Trust
Annual Report incorporated by reference into the Statement of Additional
Information. The information for the eleven months ended October 31, 1998
reflects the fiscal year end of the Trust. Further information about the
performance of the Fund is contained in the Funds latest Annual Report, which
you can obtain 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

<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED YEARS ENDED
OCTOBER 31, OCTOBER 31, NOVEMBER 30,
----------- ------------ ------------------------------------
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net asset value, beginning of period $ 14.32 $ 17.69 $ 16.56 $ 14.36 $ 12.61
------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) (0.03) 0.00 0.02 0.10 0.17
Net realized and unrealized gain (loss)
on investments 3.72 (0.07) 2.90 2.83 2.34
------- ------- ------- ------- -------
Total income (loss) from investment
operations 3.69 (0.07) 2.92 2.93 2.51
------- ------- ------- ------- -------
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net investment income 0.00 (0.02) (0.10) (0.17) (0.07)
Distributions from net realized gain on
investments 0.00 (3.28) (1.69) (0.56) (0.69)
------- ------- ------- ------- -------
Total distributions to shareholders 0.00 (3.30) (1.79) (0.73) (0.76)
------- ------- ------- ------- -------
Net asset value, end of period $ 18.01 $ 14.32 $ 17.69 $ 16.56 $ 14.36
======= ======= ======= ======= =======
TOTAL RETURN 25.77% (0.44)% 19.79% 21.46% 23.50%
======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (in 000s): $42,610 $38,774 $42,380 $39,602 $34,775
======= ======= ======= ======= =======
Ratio of operating expenses
to average net assets 1.50% 1.50%* 1.50% 1.47% 1.49%
======= ======= ======= ======= =======
Ratio of operating expenses to average
net assets without fee waivers 1.66% 1.78%* 1.50% 1.47% 1.49%
======= ======= ======= ======= =======
Ratio of net investment income (loss)
to average net assets (0.18)% 0.02%* 0.11% 0.67% 1.27%
======= ======= ======= ======= =======
Ratio of net investment income (loss) to
average net assets without fee waivers (0.35)% (0.25)%* 0.11% 0.67% 1.27%
======= ======= ======= ======= =======
Portfolio Turnover Rate** 54% 41% 41% 45% 38%
======= ======= ======= ======= =======
</TABLE>

*Annualized
**A portfolio turnover rate is the percentage computed by taking the lesser of
purchases or sales of portfolio securities (excluding securities with a maturity
date of one year or less at the time of acquisition) for a period and dividing
it by the monthly average of the market value of such securities during the
period.

21
<PAGE> 24

FINANCIAL HIGHLIGHTS
STONEBRIDGE AGGRESSIVE GROWTH FUND

The financial highlights table is intended to help you understand the
Stonebridge Aggressive Growth Funds financial performance for the past 5 years.
The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions).The information in the table is for the Stonebridge
Aggressive Growth Fund series of the Stonebridge Funds Trust and 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, 1995 through 1999 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. Further information about the performance of the Fund is contained
in the Funds latest Annual Report, which you can obtain 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

<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
---------------------------------------------------------------
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net asset value, beginning of period $ 8.59 $ 13.27 $ 13.19 $ 13.97 $ 10.24
------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) (0.19) (0.37) (0.20) (0.17) (0.26)
Net realized and unrealized gains (loss)
on investments 3.06 (2.07) 2.83 0.90 4.51
------- ------- ------- ------- -------
Total income (loss) from investment
operations 2.87 (2.44) 2.63 0.73 4.25
------- ------- ------- ------- -------
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net realized gain
on investments 0.00 (2.24) (2.55) (1.51) (0.52)
------- ------- ------- ------- -------
Total distributions to shareholders 0.00 (2.24) (2.55) (1.51) (0.52)
------- ------- ------- ------- -------
Net asset value, end of period $ 11.46 $ 8.59 $ 13.27 $ 13.19 $ 13.97
======= ======= ======= ======= =======
TOTAL RETURN 33.41% (20.23)% 22.89% 5.70% 43.71%
======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (in 000s): $ 5,837 $ 4,664 $ 5,428 $ 4,539 $ 4,151
======= ======= ======= ======= =======
Ratio of operating expenses
to average net assets 2.85% 2.90% 2.90% 2.29% 3.10%
======= ======= ======= ======= =======
Ratio of operating expenses to average
net assets without fee waivers 3.85% 3.69% 2.90% 2.29% 3.10%
======= ======= ======= ======= =======
Ratio of net investment income (loss)
to average net assets (1.90)% (2.01)% (1.62)% (1.26)% (2.10)%
======= ======= ======= ======= =======
Ratio of net investment income (loss) to
average net assets without fee waivers (2.90)% (1.22)% (1.62)% (1.26)% (2.10)%
======= ======= ======= ======= =======
Portfolio Turnover Rate* 88% 92% 88% 108% 60%
======= ======= ======= ======= =======
</TABLE>

*A portfolio turnover rate is the percentage computed by taking the lesser of
purchases or sales of portfolio securities (excluding securities with a maturity
date of one year or less at the time of acquisition) for a period and dividing
it by the monthly average of the market value of such securities during the
period.

22
<PAGE> 25

[This Page Intentionally Left Blank]

<PAGE> 26

STONEBRIDGE FUNDS

OFFICERS AND TRUSTEES

Richard C. Barrett, CFA, Chairman, Board of Trustees and President
Debra L. Newman, Vice President, Treasurer and Trustee
Charles E. Woodhouse, Vice President and Trustee
Craig B. Burger, CFA, Vice President and Trustee
John G. Ayer, Ph.D., CFA, Trustee
Selvyn B. Bleifer, M.D., Trustee
Marvin Freedman, Trustee
Charles F. Haas, Trustee
William H. Taylor, II, Trustee
Derek J. Mullins, Assistant Treasurer
Lisa A. Bruckert, Secretary

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

ADMINISTRATOR
ALPS Mutual Funds Services, Inc.
370 17th Street, Suite 3100
Denver, Colorado 80202-5627

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

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

AUDITORS
Tait, Weller & Baker
8 Penn Center Plaza, Suite 800
Philadelphia, PA 19103-2108

The Statement of Additional Information is incorporated by reference in, and is
legally a part of this Prospectus. The Prospectus and the Statement of
Additional Information omit certain information contained in the Trust's
registration statement filed with the SEC. You may inspect copies of the
registration statement, including items omitted from the Prospectus and the
Statement of Additional Information, at the Public Reference Room of the SEC at
450 5th Street, N.W., Washington, D.C. 20549 (for hours of operation please call
the Commission at 1-800-SEC-0330). You can obtain copies from the SEC by paying
the charges prescribed under its rules and regulations and by writing or calling
the Public Reference Room or by electronic request at [email protected]. It is
also available for free on the SEC's internet website at http://www.sec.gov.

Additional information regarding the Funds' investments and other information is
available in the Funds' annual and semi-annual report as well as the Funds'
Statement of Additional Information, all available at no cost. The Funds' annual
report contains a discussion of the market conditions and investment strategies
that significantly affected the Funds' performances during the last fiscal year.
To request any of these documents, or for any Fund inquiries, please call
1-800-639-3935.
Investment Company Act Number 811-00749

<PAGE> 27
STATEMENT OF ADDITIONAL INFORMATION

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

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

Stonebridge Funds Trust (the "Trust") is a no-load, open-end investment company,
commonly known as a mutual fund, consisting of two series--Stonebridge Growth
Fund (the "Growth Fund") and Stonebridge Aggressive Growth Fund (the "Aggressive
Fund") (collectively "the Funds"). The rules and regulations of the United
States Securities and Exchange Commission (the "SEC") require all mutual funds
to furnish prospective investors with certain information concerning the
activities of the companies being considered for investment. This information is
included in a Prospectus dated March 1, 2000 (the "Prospectus"), which you may
obtain without charge by writing or calling the Funds. This Statement of
Additional Information provides additional information concerning the Funds.

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

TABLE OF CONTENTS
<TABLE>
<CAPTION>

PAGE

<S> <C>
Investment Objectives and Policies..........................................................................................2

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

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

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

Portfolio Turnover.........................................................................................................12

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

Pricing....................................................................................................................13

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

Performance Information....................................................................................................15

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

Financial Statements.......................................................................................................16
</TABLE>

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, OR
TELEPHONING THE FUNDS AT (800) 639-3935.

MARCH 1, 2000

<PAGE> 28

INVESTMENT OBJECTIVES AND POLICIES

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

OPTIONS AND FUTURES TRANSACTIONS

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

The Funds intend to limit their transactions in options to writing
covered call options on stocks and stock indexes, purchasing put options on
stocks and on stock indexes, and closing out such options in closing
transactions. The Funds intend to limit their transactions in futures contracts
to purchasing and selling stock index and foreign currency futures contracts,
and to purchases of related options.

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

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

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

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

OPTIONS ON SECURITIES

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

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

2
<PAGE> 29

the option. The writer of the put receives the premium and assumes the
obligation to buy the underlying security at the exercise price whenever the
option is exercised.

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

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

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

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

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

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

OPTIONS ON STOCK INDEXES

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

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

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<PAGE> 30

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

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

STOCK INDEX AND FOREIGN CURRENCY FUTURES AND RELATED OPTIONS

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

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

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

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

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

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

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RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS

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

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

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

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

SHORT SALES AGAINST THE BOX

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

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

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TEMPORARY DEFENSIVE MEASURES

During adverse or transition periods in the stock market, the Funds may
hold reserves without percentage limitation to protect and preserve assets.
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 one year.

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

FOREIGN INVESTMENTS

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

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

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

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

CURRENCY EXCHANGE CONTRACTS

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

REPURCHASE AGREEMENTS

Pursuant to a repurchase agreement, a Fund purchases securities and the
seller agrees to repurchase them from the Fund at a mutually agreed-upon time
and price. The period of maturity is usually overnight or a few days, although
it may extend over a number of months. The resale price exceeds 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, the Fund's realization upon the collateral 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 established by the Board of Trustees.

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<PAGE> 33

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).

BONDS

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

PREFERRED STOCKS

Each Fund may invest assets in preferred stocks up to 5% of its total.
Preferred stock, unlike common stock, offers a stated dividend rate payable from
a corporation's earnings. Such preferred stock dividends may be cumulative or
non-cumulative, participating, or auction rate. If interest rates rise, the
fixed dividend on preferred stocks may be less attractive, causing the price of
preferred stocks to decline. Preferred stock may have mandatory sinking fund
provisions, as well as call/redemption provisions prior to maturity, a negative
feature when interest rates decline. Dividends on some preferred stock may be
"cumulative," requiring all or a portion of 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 COMPANY SECURITIES

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, as amended (the "Act"). 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 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.

INVESTMENT RESTRICTIONS

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

For both Funds:

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

(2) Neither Fund may issue any senior securities.

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

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<PAGE> 34

(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 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 "Options and Futures
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, as amended
(the "1940 Act") 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:

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

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

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

The Board of Trustees has adopted a policy that the Growth Fund will
not invest in oil, gas and other mineral leases and, in addition to the
restrictions on real estate investments described 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
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 would
cause more than 5% of the total assets of the Growth Fund to be invested in
securities of such companies. In addition, the Aggressive Fund will not lend
money to any person (for this purpose the purchase of a portion of an issue of
publicly distributed debt securities for investment purposes is not considered a
loan) and will not purchase or sell real estate.

ORGANIZATION AND MANAGEMENT OF THE TRUST

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

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

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<PAGE> 35

TRUSTEES AND OFFICER

The Board of Trustees is responsible for the overall management of the
business of the Funds. 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 Board has delegated
the day-to-day operations of the Funds to the Trust's officers and various
service providers, subject always to the objectives and policies of the Funds
and the general supervision of the Board of Trustees. The officers and trustees
of the Trust, their addresses and their principal occupation during the past 5
years are:

JOHN G. AYER, PH.D., CFA (age 77) - Trustee*

Executive Vice President, Stonebridge Capital Management, Incorporated, 1801
Century Park East, Suite 1800, Los Angeles, California 90067; Retired President
of Stonebridge Aggressive Growth Fund, Inc. (1997 - July 1998); Director,
Stonebridge Growth Fund, Inc. (1997 - October 1998) and Stonebridge Aggressive
Growth Fund, Inc. (1982 - October, 1998); Trustee, Stonebridge Funds Trust
(November 1, 1998 - present).

RICHARD C. BARRETT, CFA (age 58) - Chairman of the Board, President and Trustee*

President and Chairman of the Board, 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); Trustee, Stonebridge Funds Trust (November 1, 1998
- - present).

SELVYN B. BLEIFER, M.D. (age 70) - Trustee

Physician, Cardiovascular Medical Group, 414 North Camden Drive, Beverly Hills,
California 90210; Director, Stonebridge Growth Fund, Inc. and Stonebridge
Aggressive Growth Fund, Inc. (1985 - October, 1998); Trustee, Brofman Hospital
(1996-1999); Trustee, Stonebridge Funds Trust (November 1, 1998 - present).

MARVIN FREEDMAN (age 74) - Trustee

Retired Founding Partner, Freedman Broder, & Company Accountancy Corporation,
Certified Public Accountants, 2501 Colorado Avenue, Suite 350, Santa Monica,
California 90404; Director, Stonebridge Growth Fund, Inc. (1973 - October 1998)
and Stonebridge Aggressive Growth Fund, Inc. (1995 - October, 1998); Trustee,
Stonebridge Funds Trust (November 1, 1998 - present).

CHARLES F. HAAS (age 86) - Trustee

Retired motion picture and television director; Trustee, Oakwood School, 12626
Hortense Street, Studio City, California, 91604; Director, Stonebridge Growth
Fund, Inc. and Stonebridge Aggressive Growth Fund, Inc. (1981 - October, 1998);
Trustee, Stonebridge Funds Trust (November 1, 1998 - present).

WILLIAM H. TAYLOR II, PH.D. (age 61) - Trustee

General Partner, Taylor & Company (a venture capital organization); Special
Limited Partner, AMT Ventures (a materials venture fund); Director, I.C.C., Inc.
(an infrared imaging company); Director, T.P.L., Inc. (an advanced materials
company); Director, Chapman Instruments, Inc. (a semiconductor capital equipment
company); P.O. Box 3175, Sausalito, California 94966; Director, Stonebridge
Growth Fund, Inc. and Stonebridge Aggressive Growth Fund, Inc. (1983 - October,
1998); Trustee, Stonebridge Funds Trust (November 1, 1998 - present).

CHARLES E. WOODHOUSE (age 36) - Trustee and Vice President*

Executive Vice President, Managing Director and Director of Research,
Stonebridge Capital Management, Incorporated, 1801 Century Park East, Suite
1800, Los Angeles, California, 90067; President, Stonebridge Aggressive Growth
Fund, Inc. (July 1998 - October 1998); Trustee, Stonebridge Funds Trust
(November 1, 1998 - present).

CRAIG B. BURGER, CFA (age 43) - Trustee and Vice President*

Senior Vice President, Stonebridge Capital Management, Incorporated, 1801
Century Park East, Suite 1800, Los Angeles, California 90067; Trustee,
Stonebridge Funds Trust (November 1, 1998 - present).

DEBRA L. NEWMAN (age 44) - Trustee, Vice President and Treasurer*

Vice President, Chief Financial Officer, Secretary and Managing Director,
Stonebridge Capital Management, Incorporated, 1801 Century Park East, Suite
1800, Los Angeles, California 90067; Treasurer, Stonebridge Aggressive Growth
Fund, Inc. (February 1980 - October 1998); President, Stonebridge Growth Fund,
Inc. (April 1985 - October 1998); Trustee, Stonebridge Funds Trust (November 1,
1998 - present).

LISA A. BRUCKERT (age 27) - Secretary

Fund Controller, ALPS Mutual Funds Services, Inc., 370 17th Street, Suite 3100,
Denver, Colorado 80202; Assistant Treasurer, Westcore Funds Trust; Senior
Associate, PricewaterhouseCoopers LLP (October 1994 - December 1998).

DEREK J. MULLINS (age 26) - Assistant Treasurer

Fund Controller, ALPS Mutual Funds Services, Inc., 370 17th Street, Suite 3100,
Denver, Colorado 80202.

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

9
<PAGE> 36

As of December 31, 1999, the trustees and officers of the Fund, as a
group, owned beneficially less than 1% of each Fund's outstanding shares.

None of the officers of the Trust received any compensation from the
Trust for his or her services during the fiscal years ended October 31, 1999.
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 Trustees. The
following table sets forth more detailed compensation information for the
independent trustees of the Trust during the fiscal year ended October 31, 1999:

AGGREGATE PENSION OR TOTAL
COMPENSATION FROM RETIREMENT COMPENSATION
TRUSTEE THE TRUST BENEFITS PAID TO TRUSTEES
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Selvyn B. Bleifer, MD $6,000 $0 $6,000
Marvin Freedman $6,000 $0 $6,000
Charles F. Haas $6,000 $0 $6,000
William H. Taylor, II $4,500 $0 $4,500
</TABLE>

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER

The Funds' investment adviser is Stonebridge Capital Management,
Incorporated, 1801 Century Park East, Los Angeles, California 90067 (the
"Adviser"). It 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 have managed
assets aggregating $522 million as of December 31, 1999. It currently has 12
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.

For the fiscal year ended October 31, 1999, the period ended October
31, 1998 and the fiscal year ended November 30, 1997, the Adviser earned
$310,743, $288,991 and $285,980 from the Growth Fund and its predecessor,
respectively, before waiving $69,488, $107,500 and $0 of its fees, respectively.
For the fiscal years ended October 31, 1999, 1998 and 1997, the Adviser earned
$51,696, $52,011 and $33,694, from the Aggressive Growth Fund and its
predecessor, respectively, before waiving $51,696, $41,246 and $0 of its fees,
respectively

The Agreements will remain in 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. Each Agreement also may be terminated without penalty
at any time by the Board of Trustees, by vote of a majority of the Fund's
outstanding voting securities, or by the Adviser upon sixty days written notice,
and will terminate automatically in the event of its assignment.

Each Agreement provides that the Adviser will not be liable for any
error of judgment or loss suffered by a Fund, 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 the 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.

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

ADMINISTRATOR

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

For the fiscal year ended October 31, 1999, the period ended October
31, 1998 and the fiscal year ended November 30, 1997, ALPS earned administration
fees in the amount of $75,000, $57,500 and $20,000 from the Growth Fund and its
predecessor, respectively. For the fiscal years ended October 31, 1999, 1998 and
1997, ALPS earned $75,000, $57,500 and $20,000 from the Aggressive Growth Fund
and its predecessor, respectively.

10
<PAGE> 37

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.

DISTRIBUTOR

ALPS also serves as the Funds' Distributor. 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 Funds' investments. It also receives and delivers
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

Pursuant to a transfer agency agreement, ALPS serves as the Funds'
transfer agent and dividend disbursing agent. However, ALPS entered into a
sub-transfer agency agreement with State Street Bank & Trust Company, through
its affiliate, National Financial Data Services (NFDS), 330 West 9th Street,
Kansas City, Missouri 64105. Subject to ALPS' supervision, NFDS, as sub-transfer
agent, 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 their shareholders. The fee paid to the sub-transfer agent is
based on a minimum fee, the number of open accounts and certain transaction
based charges.

In addition to supervising NFDS, ALPS provides shareholder services and
receives a fee based on the number of shareholder telephone calls.

INDEPENDENT ACCOUNTANTS

Tait, Weller & Baker, 8 Penn Center Plaza, Suite 800, Philadelphia,
Pennsylvania 19103-2108 (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.

LEGAL COUNSEL

Paul, Hastings, Janofsky & Walker LLP, 555 South Flower Street, Los
Angeles, California 90071, is legal counsel for the Trust.

BROKERAGE TRANSACTIONS

The Adviser decides when to buy and sell securities for the Funds,
directs their portfolio business and negotiates their commission rates. 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 sells shares of the Funds and none is
affiliated with either the Funds or the Adviser.

Although investment decisions for the Funds are made independently from
those of the other accounts managed by the Adviser, investments of the kind made
by the Funds may also be made by other such accounts. When a purchase or sale of
the same security is made at substantially the same time on behalf of a Fund and
one or more other accounts managed by the Adviser, available investments are
allocated in the discretion of the Adviser by such means as, in its judgment,
result in fair treatment. The Adviser aggregates orders for purchases and sales
of securities of the same issuer on the same day among the

11
<PAGE> 38

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,
the 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 Growth Fund and Aggressive Growth Fund and their predecessors during
their 1999, 1998 and 1997 fiscal years:

Total Brokerage
Commissions Paid
----------------
<TABLE>
<CAPTION>

Growth Fund Aggressive Fund
----------- ---------------
October 31, October 31,
<S> <C> <C>

1999 $101,268 $11,816
1998 $76,314(1) $11,767
1997 $85,997(2) $11,746
</TABLE>

(1)For the period December 1, 1997 to October 31, 1998
(2)For the year ended November 30, 1997

The Funds may from time to time purchase securities issued by the
Trust's regular broker/dealers (as defined in Rule 10b-1 under the Investment
Act of 1940) or their parents. As of October 31, 1999, the Stonebridge Growth
Fund and the Stonebridge Aggressive Growth Fund held securities of the Trust's
regular broker/dealers (or their parents) that derive more than 15% of their
gross revenues from securities-related activities. As of October 31, 1999 the
Stonebridge Growth Fund's aggregate holdings of securities of Morgan Stanley
Dean Witter & Co. was $1,103,125. As of October 31, 1999 the Stonebridge
Aggressive Growth Fund's aggregate holdings of securities of Lehman Brothers
Holdings Inc. was $147,375.

PORTFOLIO TURNOVER

The annual portfolio turnover will normally be in the range of 25% to
75% for the Growth Fund and 25% to 100% for the Aggressive Fund. Portfolio
turnover is a function of market shifts and relative valuation of individual
securities and market sectors. The 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 following provides information regarding the annual portfolio
turnover rates of the Growth Fund and Aggressive Growth Fund and their
predecessors during their 1999, 1998 and 1997 fiscal years.

Annual Portfolio
Turnover Rate
----------------

Growth Fund Aggressive Fund
----------- ---------------
October 31, October 31,
<S> <C> <C>
1999 54% 88%
1998 41%(1) 92%
1997 41%(2) 88%
</TABLE>

(1)For the period December 1, 1997 to October 31, 1998
(2)For the year ended November 30, 1997

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.

12
<PAGE> 39

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 the Exchange is open for trading. This price
applies 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 reported 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 policies adopted by the Board of Trustees.

TAXATION

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

As a regulated investment company, a Fund will not be subject to U.S.
federal income tax on its investment company taxable income and net capital
gains (any net long-term capital gains in excess of the sum of net short-term
capital losses and capital loss carryovers from the prior eight years)
designated by the Fund as capital gain dividends, if any, that it distributes to
shareholders. Each Fund intends to distribute to its shareholders substantially
all of its investment company taxable income and net capital gains. Investment
company taxable income or net capital gains not distributed by a Fund on a
timely basis in accordance with a calendar year distribution requirement may be
subject to a nondeductible 4% excise tax. To avoid the tax, the Fund must
distribute during each calendar year an amount at least equal to the sum of (1)
98% of its ordinary income (with adjustments) for the calendar year and foreign
currency gains or losses for the twelve month period ending on October 31 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 October 31 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.

13
<PAGE> 40

Dividends paid by the Funds are not expected to qualify for the
deduction for dividends received by corporations. Distributions of net capital
gains, "the excess of long-term capital gain over short term capital loss", 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 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 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 their Federal income
tax returns for, and will be required to treat as part of the amounts
distributed to them, their pro rata portions 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 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.

14
<PAGE> 41

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.

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

Total return is computed according to the following formula:
P(1 + T)n = ERV

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

Average annual returns for the Funds and their predecessors have been
as follows for the last one, five and ten fiscal years:

Growth Fund Aggressive Fund
(Ended October 31, 1999) (Ended October 31, 1999)
------------------------ ------------------------

<S> <C> <C>
Past one year 25.77% 33.41%
Past five years 16.63% 14.62%
Past ten years 11.82% 11.43%
</TABLE>

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 Inc. 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.

15
<PAGE> 42

ROTH IRA

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

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

FINANCIAL STATEMENTS

The financial statements in the 1999 Annual Reports of the Funds and
the Funds' predecessors are incorporated in this Statement of Additional
Information by reference. The financial statements in the Annual Reports have
been audited by 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. You can obtain
additional copies of the Annual Report at no charge by writing or telephoning
the Funds at the address or number on the front page of this Statement of
Additional Information.

16
<PAGE> 43
PART C. OTHER INFORMATION

Item 23. EXHIBITS

<TABLE>
<S> <C>
* (a) (1) Declaration of Trust of Registrant.

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

* (b) By-laws of Registrant.

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

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

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

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

(f) None

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

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

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

*** (h) (3) Fund Accounting and Services Agreement between Registrant
and ALPS Mutual Funds Services, Inc.

** (i) Legal Opinion and Consent of Paul, Hastings, Janofsky &
Walker LLP.

*** (j) Consent of Independent Public Accountants Hein +
Associates LLP.
</TABLE>

<PAGE> 44

<TABLE>
<S> <C>
(k) None.

(l) None.

(m) None.

(n) Omitted by Rule Change.

(o) None.
</TABLE>

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

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

None.

Item 25. INDEMNIFICATION

As permitted by Section 17(h) and (i) of the Investment Company Act of
1940 (the "1940 Act") and pursuant to Article V of the Registrant's Declaration
of Trust, Section 8 of each Investment Advisory Agreement and Section 15 of the
Distribution Agreement, 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 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.

<PAGE> 45

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

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

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

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

The list required by this Item 26 of officers and directors of
Stonebridge Capital Management, Incorporated, together with information as to
any other business, profession, vocation or employment of a substantial nature
engaged in by those officers and directors during the past two years, is
incorporated by reference to Schedules A and D of Form ADV filed by Stonebridge
Capital Management, Inc. pursuant to the Investment Advisers Act of 1940, as
amended (SEC File No. 801-5363).

Item 27. PRINCIPAL UNDERWRITER

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

b) Officers and Directors

<TABLE>
<CAPTION>
Name and Positions and Offices with Positions and Officers with
Principal Business Address* Registrant Underwriter
- --------------------------- --------------------------- ---------------------------
<S> <C> <C>

W. Robert Alexander None Chairman and Chief Executive
Officer and Secretary

Arthur Lucey None President and Director

Thomas Carter None Chief Financial Officer

Edmund J. Burke None Executive Vice President and
Director

Jeremy O. May None Vice President

Rick A. Pederson None Director

Chris Woessner None Director

John Hannon None Director
</TABLE>

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

<PAGE> 46

Item 28. LOCATION OF ACCOUNTS AND RECORDS

(a) Stonebridge Capital Management, 1801 Century Park East, Suite
1800, Los Angeles, California 90067 (records relating to its
function as investment adviser for Registrant's Growth Fund and
Aggressive Growth Fund).

(b) ALPS Mutual Funds Services, Inc., 370 Seventeenth Street, Suite
3100, Denver, Colorado 80202 (records relating to its functions
as distributor, administrator, transfer agent and service agent,
and fund accounting and services agent for Registrant's Growth
Fund and Aggressive Growth Fund).

(c) National Financial Data Services, 330 West 9th Street, Kansas
City, Missouri 64105 (records relating to its function as
sub-transfer agent for Registrant's Growth Fund and Aggressive
Growth Fund).

(d) Fifth Third Bank, 38 Fountain Square, Cincinnati, Ohio 45623
(records relating to its function as custodian for Registrant's
Growth Fund and Aggressive Growth Fund).

Item 29. MANAGEMENT SERVICES

None.

Item 30. UNDERTAKINGS

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

(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> 47

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for the effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 63 of its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Los
Angeles, and State of California, on February 28, 2000.

STONEBRIDGE FUNDS TRUST.

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

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

<TABLE>
<CAPTION>
Signature Title Date
- ----------- ----- ------
<S> <C> <C>
/s/ RICHARD C. BARRETT Chief Executive Officer, President February 28, 2000
- --------------------------------- and Trustee
Richard C. Barrett

/s/ DEBRA L. NEWMAN Vice President, Treasurer and Trustee February 28, 2000
- ---------------------------------
Debra L. Newman

/s/ CHARLES E. WOODHOUSE Vice President and Trustee February 28, 2000
- ---------------------------------
Charles E. Woodhouse

/s/ CRAIG B. BURGER Vice President and Trustee February 28, 2000
- ---------------------------------
Craig B. Burger

/s/ CHARLES F. HAAS Trustee February 28, 2000
- ---------------------------------
Charles F. Haas

/s/ MARVIN FREEDMAN Trustee February 28, 2000
- ---------------------------------
Marvin Freedman

/s/ JOHN G. AYER Trustee February 28, 2000
- ---------------------------------
John G. Ayer

/s/ SELVYN B. BLEIFER Trustee February 28, 2000
- ---------------------------------
Selvyn B. Bleifer

/s/ WILLIAM H. TAYLOR II Trustee February 28, 2000
- ---------------------------------
William H. Taylor
</TABLE>

<PAGE> 48

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
(h) (3) Fund Accounting and Services Agreement between
Registrant and ALPS Mutual Funds Services, Inc.

(j) Consent of Independent Public Accountants Hein +
Associates LLP.
</TABLE>

<PAGE> 1
EXHIBIT (h)(3)

FUND ACCOUNTING AND SERVICES
AGREEMENT

Between

STONEBRIDGE FUNDS TRUST

and

ALPS MUTUAL FUNDS SERVICES, INC.

<PAGE> 2

FUND ACCOUNTING AND SERVICES AGREEMENT

AGREEMENT made this 1st day of November, 1999, between Stonebridge Funds
Trust, a business trust established under the laws of the State of Delaware (the
"Trust") and ALPS Mutual Funds Services, Inc., a Colorado corporation having its
principal office at 370 17th Street, Suite 3100, Denver, Colorado 80202 (the
"Agent").

WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended, presently consisting of
the following portfolios: Growth Fund and Aggressive Growth Fund; each of such
investment portfolios and any additional investment portfolios that may be
established by the Trust is referred to herein individually as a "Portfolio" and
collectively as the "Portfolios"; and

WHEREAS, ALPS Mutual Funds Services, Inc. provides certain fund accounting
services to investment companies; and

WHEREAS, the Trust desires to appoint the Agent as agent to perform certain
bookkeeping and pricing services for the Portfolios on behalf of the Trust, and
the Agent has indicated its willingness to so act, subject to the terms and
conditions of this Agreement.

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

1. Agent Appointed Bookkeeping and Pricing Agent. The Trust hereby appoints
the Agent as bookkeeping and pricing agent for the Portfolios and the Agent
agrees to provide the services contemplated herein upon the terms and conditions
hereinafter set forth.

2. Definitions. In this Agreement the terms below have the following
meanings:

(a) Authorized Person. Authorized Person means any of the persons duly
authorized to giver Proper Instructions or otherwise act on behalf of
the Trust by appropriate resolution of the Board of Trustees of the
Trust. The Trust will at all times maintain on file with the Agent
certification, in such form as may be acceptable to the Agent, of (i)
the names and signatures of the Authorized Person(s) and (ii) the
names of the members of the Board of Trustees of the Trust, it being
understood that upon the occurrence of any change in the information
set forth in the most recent certification on file (including without
limitation any person named in the most recent certification who is no
longer an Authorized Person as designated therein), the Trust will
provide a new or amended certification setting forth the change. The
Agent will be entitled to rely upon any Proper Instruction (defined
below) which has been signed by person(s) named in the most recent
certification.

(b) Proper Instructions. Proper Instructions means any request,
instruction or certification signed by one or more Authorized Persons.
Oral instructions will be considered Proper Instructions if the Agent
reasonably believes them to have been

2
<PAGE> 3

given by an Authorized Person and they are promptly confirmed in
writing to the address for notice, e-mail or facsimile set forth
below. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices as agreed
upon by the parties hereto.

3. Duties of the Agent. The Agent agrees to provide or to arrange to
provide at its expense the following services for the Trust:

(a) Maintain separate accounts for each Portfolio, all as directed from
time to time by Proper Instructions;

(b) Timely calculate and transmit to NASDAQ each Portfolio's daily net
asset value and public offering price (such determinations to be made
in accordance with the provisions of the Trust's Amended and Restated
Declaration of Trust and the then-current prospectuses and statements
of additional information relating to the Portfolios, and any
applicable resolutions of the Board of Trustees of the Trust) and
promptly communicate such values and prices to the Trust and the
Trust's transfer agent;

(c) Maintain and keep current all books and records of the Portfolios as
required by Section 31 and the rules thereunder under the 1940 Act
("Section 31") in connection with the Agent's duties hereunder. The
Agent shall comply with all laws, rules and regulations applicable to
the performance of its obligations hereunder. Without limiting the
generality of the foregoing, the Agent will prepare and maintain the
following records upon receipt of information in proper form from
Authorized Persons of the Trust:

(i) Cash receipts journal
(ii) Cash disbursements journal
(iii) Dividend records
(iv) Purchase and sales - portfolio securities journals
(v) Subscription and redemption journals
(vi) Security ledgers
(vii) Broker ledger
(viii) General ledger
(ix) Daily expense accruals
(x) Daily income accruals
(xi) Foreign currency journals
(xii) Trial balances

(d) Provide the Trust and its investment adviser(s) with daily Portfolio
values, net asset values and other statistical data for each Portfolio
as requested from time to time.

3
<PAGE> 4

(e) Compute the net income, exempt interest income and capital gains of
each Portfolio for dividend purposes in accordance with relevant
prospectus policies and resolutions of the Board of Trustees of the
Trust.

(f) Provide the Trust and its investment adviser(s) with information
necessary to print the semi-annual and annual financial statements to
be furnished to shareholders of each Portfolio and all raw financial
data necessary for the timely preparation of tax returns, Form N-SAR,
prospectus updates, Rule 24f-2 filings and proxy statements.

(g) Provide facilities, information and personnel to accommodate annual
audits and any audits with the Trust's independent accountants or
examinations conducted by the Securities and Exchange Commission or
other governmental entities.

(h) Provide audited financial statements regarding the Agent on an annual
basis, as requested. Such audits shall be conducted by an independent
accounting firm selected by the Agent.

(i) Furnish to the Trust at the end of every month, and at the close of
each quarter of the Fund's fiscal year, a list of the portfolio
securities and the aggregate amount of cash in the Portfolios.

(j) Assist in the preparation of certain reports, audits of accounts, and
other matters of like nature, as reasonably requested from time to
time by the Trust.

The Agent shall for all purposes be deemed to be an independent contractor
and shall, unless otherwise expressly authorized, have no authority to act for
or represent the Trust in any way or otherwise be deemed an agent of the Trust.

4. Instructions to the Agent. The Agent shall promptly take all appropriate
steps necessary to carry out or comply with any Proper Instructions received
from the Trust.

5. Agent Compensation. In consideration for the services to be performed by
the Agent, the Agent shall be entitled to receive from the Trust such
compensation and reimbursement for all reasonable out-of-pocket expenses as may
be agreed upon from time to time between the Agent and the Trust in advance and
in writing. The Trust agrees to pay the Agent compensation as described in the
schedule attached as Exhibit A. It is agreed that fees set forth in Exhibit A
may be increased with not less than 60 days written notice upon written
agreement of the parties.

6. Right to Receive Advice.

(a) Advice of the Trust. If Agent is in doubt as to any action it should
or should not take, Agent shall request directions or advice,
including Proper Instructions, from the Trust.

4
<PAGE> 5

(b) Advice of Counsel. If Agent shall be in doubt as to any question of
law pertaining to any action it should or should not take, Agent shall
request advice from the Trust's counsel at the Trust's expense or from
counsel of its own choosing at its own expense (being understood that
it may be necessary for Agent to consult its own counsel due to
conflict of interest issues which may be raised by Trust counsel.)

(c) Conflicting Advice. In the event of a conflict between directions,
advice or Proper Instructions Agent receives from the Trust and the
advice Agent receives from counsel, Agent shall inform the Trust of
the conflict and seek resolution.

7. Liability of the Agent.

(a) The Agent may rely upon the written advice of counsel for the Trust
and the Trust's independent accountants, and upon oral or written
statements of brokers and other persons reasonably believed by the
Agent in good faith to be expert in the matters upon which they are
consulted and, for any actions reasonably taken in good faith reliance
upon such advice or statements and without negligence, the Agent shall
not be liable to anyone.

(b) Nothing herein contained shall be construed to protect the Agent
against any liability to the Trust or its share holders to which the
Agent would otherwise be subject by reason of willful misfeasance, bad
faith or negligence in the performance of its duties.

(c) Except as may otherwise be provided by applicable law, neither the
Agent nor its shareholders, officers, directors, employees or agents
shall be subject to, and the Trust shall indemnify and hold such
persons harmless from and against, any liability for and any damages,
expenses or losses incurred by reason of the inaccuracy of factual
information furnished to the Agent or any subcontractor(s) by an
Authorized Person of the Trust.

(d) The Agent shall ensure that it or any subcontractors have and maintain
Errors and Omissions Insurance for the services rendered under this
Agreement of at least $1 million (provided the Board of Trustees of
the Trust may by resolution approve some lesser amount). The Agent
shall provide to the Trust annually upon request a certificate from
the appropriate errors and omissions insurance carrier(s) certifying
that such Errors and Omissions Insurance is in full force and effect.

8. Reports. Whenever, in the course of performing its duties under this
Agreement, the Agent determines, on the basis of information supplied to the
Agent by the Trust or its authorized agents, that a violation of applicable law
has occurred or that, to its knowledge, a possible violation of applicable law
may have occurred or, with the passage of time, would occur, the Agent shall
promptly notify the Trust and its counsel.

5
<PAGE> 6

9. Activities of the Agent. The services of the Agent under this Agreement
are not to be deemed exclusive, and the Agent shall be free to render similar
services to others so long as its services hereunder are not impaired thereby.

10. Accounts and Records. The accounts and records maintained by the Agent
shall be the property of the Trust, and shall be surrendered to the Trust
promptly upon receipt of Proper Instructions from the Trust in the form in which
such accounts and records have been maintained or preserved. The Agent agrees to
maintain a back-up set of accounts and records of the Trust (which back-up set
shall be updated on at least a weekly basis) at a location other than that where
the original accounts and records are stored. The Agent shall assist the Trust,
the Trust's independent auditors, or, upon approval of the Trust, any regulatory
body, in any requested review of the Trust's accounts and records, and reports
by the Agent or its independent accountants concerning its accounting system and
internal auditing controls will be open to such entities for audit or inspection
upon reasonable request. There shall be no additional fee for these services.
The Agent shall preserve the accounts and records as they are required to be
maintained and preserved by Section 31.

11. Confidentiality. The Agent agrees that it will, on behalf of itself and
its officers and employees, treat all transactions contemplated by this
Agreement, and all other information germane thereto, as confidential and not to
be disclosed to any person except as may be authorized by the Trust in Proper
Instructions.

12. Duration and Termination of this Agreement. This Agreement shall become
effective as of the date hereof. Either party may terminate this Agreement,
without penalty, upon sixty (60) days prior written notice to the other.

Upon termination of this Agreement, the Agent shall deliver to the
Trust or as otherwise directed in Proper Instructions (at the expense of the
Trust, unless such termination is for breach of this Agreement by the Agent) all
records and other documents made or accumulated in the performance of its duties
or the duties of any subcontractor(s) for the Trust hereunder.

13. Assignment. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust without the
prior written consent of the Agent, or by the Agent without the prior written
consent of the Trust; provided further, that no agreement with any
subcontractor(s) contemplated hereunder shall be entered into, terminated,
amended, assigned or permitted to be assigned without the prior written consent
of the Trust.

14. Governing Law. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the Commonwealth of Delaware, and the
1940 Act and the rules thereunder. To the extent that the laws of the
Commonwealth of Delaware conflict with the 1940 Act or such rules, the latter
shall control.

15. Names. The names "Stonebridge Funds Trust" and "Trustees of Stonebridge
Funds Trust" refer respectively to the Trust created and the Trustees as
trustees but not

6
<PAGE> 7

individually or personally, acting from time to time under a Declaration of
Trust dated July 31, 1998 and may be amended from time to time which is hereby
referred to and a copy of which is on file at the office of the State Secretary
of the State of Delaware and the principal office of the Trust. The obligations
of "Stonebridge Funds Trust" entered into in the name or on behalf thereof by
any of the Trustees, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the Trustees, shareholders, or
representatives of the Trust personally, but bind only the Trust Property, and
all persons dealing with any class of shares of the Trust must look solely to
the Trust Property belonging to such class for the enforcement of any claims
against the Trust.

16. Amendments to this Agreement. This Agreement may only be amended by the
parties in writing.

17. Notices. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent
by telex or facsimile, and shall be given to the following addresses (or such
other addresses as to which notice is given):

To the Agent:

ALPS Mutual Funds Services, Inc.
370 17th Street, Suite 3100
Denver, Colorado 80202
Attn: Lisa A. Bruckert
Fax: (303) 623-7850
e-mail: [email protected]
[email protected]

To the Trust:

Stonebridge Funds Trust
c/o Michael Glazer, Esq.
Paul, Hastings, Janofsky & Walker, LLP
Twenty Third Floor
555 South Flower Street
Los Angeles, CA 90071

19. Counterparts. 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.

7
<PAGE> 8

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

STONEBRIDGE FUNDS TRUST

By
-----------------------------
ATTEST:

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

ALPS MUTUAL FUNDS SERVICES, INC.

By
-----------------------------
ATTEST:

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

8
<PAGE> 9

EXHIBIT A

The fees payable to ALPS for the duration of this contract shall be:

YEAR 1

Greater of:
$2,400 for the Growth Fund per month or 3 basis points, plus pricing
and other out-of-pockets

$1,600 for the Aggressive Growth Fund per month or 3 basis points,
plus pricing and other out-of-pockets

YEARS 2 AND SUBSEQUENT YEARS THEREAFTER

Greater of:
$2,700 per Growth Fund per month or 3 basis points, plus pricing and
other out-of-pockets

$1,800 per Aggressive Growth Fund per month or 3 basis points, plus
pricing and other out-of-pockets

NOTES

o Fees are calculated and paid on a monthly basis.
o Out-of-pocket expenses include:
- pricing

<PAGE> 1
EXHIBIT (j)

INDEPENDENT AUDITOR'S CONSENT

We consent to the use in the Prospectus and Statement of Additional Information
of Stonebridge Funds Trust of our report dated December 15, 1999 on the
financial statements and the per share data and ratios of Stonebridge Growth
Fund and Stonebridge Aggressive Growth Fund 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
February 21, 2000