VONTOBEL FUNDS INC
497, 1997-08-20
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                           VONTOBEL U.S. VALUE FUND
                      VONTOBEL INTERNATIONAL EQUITY FUND
                     VONTOBEL EMERGING MARKETS EQUITY FUND
                     VONTOBEL EASTERN EUROPEAN EQUITY FUND
                       VONTOBEL INTERNATIONAL BOND FUND
                      VONTOBEL EASTERN EUROPEAN DEBT FUND


                                 PORTFOLIOS OF

                             VONTOBEL FUNDS, INC.
                        A "SERIES" INVESTMENT COMPANY

1500 Forest Avenue                              PROSPECTUS
Suite 223                                       Dated August 18, 1997
Richmond, Virginia 23229
Telephone:  1-800-527-9500

      Vontobel Funds,  Inc. ("the  "Company")  (formerly named, The World Funds,
Inc.) is an open-end  management  investment company commonly known as a "mutual
fund."  A  "series"  mutual  fund  offers   investors  a  choice  of  investment
objectives,  with each series having its own separate and distinct  portfolio of
investments  and operating  much like a separate  mutual fund.  This  Prospectus
offers shares of the following six series (each, a "Fund") of the Company:

      Vontobel U.S. Value Fund ("Value Fund") seeks to achieve long-term capital
      returns  in  excess  of the  broad  market  by  investing  in a  carefully
      selected,   continuously   managed   non-diversified   portfolio  composed
      principally  of equity  securities  ("Equity  Securities,"  which  include
      securities   convertible  into  equity   securities,   such  as  warrants,
      convertible  bonds,  debentures or convertible  preferred stock) traded on
      U.S. exchanges.  Vontobel International Equity Fund ("International Equity
      Fund")  (formerly  named,  Vontobel  EuroPacific  Fund)  seeks to  achieve
      capital appreciation by investing in a carefully selected and continuously
      managed diversified portfolio consisting primarily of Equity Securities of
      issuers located in Europe and the Pacific Basin. Vontobel Emerging Markets
      Equity Fund ("Emerging  Markets Fund") seeks to achieve  long-term capital
      appreciation by investing in a carefully selected and continuously managed
      portfolio   consisting  primarily  of  Equity  Securities  of  issuers  in
      developing  countries  around the world.  Vontobel Eastern European Equity
      Fund ("E. European Equity Fund") seeks to achieve capital  appreciation by
      investing in a carefully  selected and  continuously  managed  diversified
      portfolio  consisting primarily of Equity Securities of issuers located in
      Eastern Europe.  Vontobel  International  Bond Fund ("Bond Fund") seeks to
      maximize  total  return from  capital  growth and income by investing in a
      non-diversified  portfolio  composed  primarily of fixed income securities
      traded in bond markets outside the U.S.

194880.11

<PAGE>



      Vontobel  Eastern  European  Debt Fund ("E.  European Debt Fund") seeks to
      maximize  total  return from  capital  growth and income by investing in a
      carefully  selected and  continuously  managed  non-diversified  portfolio
      consisting  primarily of debt instruments  issued by borrowers  located in
      Eastern European countries.

      The Value, Bond and E. European Debt Funds are non-diversified series, and
the other three Funds are diversified series, of the Company for purposes of the
Investment  Company Act of 1940, as amended.  Investors will be able to exchange
all or part of their  investment  from one Fund to another  or to certain  other
mutual funds, under conditions set by the Company.

      SHARES IN THE FUNDS ARE NOT DEPOSITS OR  OBLIGATIONS  OF, OR GUARANTEED OR
ENDORSED BY ANY BANK,  AND THE SHARES ARE NOT  FEDERALLY  INSURED BY THE FEDERAL
DEPOSIT INSURANCE  CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
AMOUNTS  INVESTED  IN THE FUNDS  ARE  SUBJECT  TO  INVESTMENT  RISKS,  INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

      This Prospectus sets forth concisely the information  about the Funds that
a  prospective  investor  should  know before  investing.  It should be read and
retained for future  reference.  More information about the Funds has been filed
with the Securities  and Exchange  Commission and is contained in the "Statement
of  Additional  Information,"  dated August 18,  1997,  which is available at no
charge upon written request to the Company.  The Funds'  Statement of Additional
Information is incorporated herein by reference.

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


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                                     -2-

<PAGE>



                              TABLE OF CONTENTS
                                                                          PAGE


PROSPECTUS SUMMARY...........................................................1

FUND EXPENSES................................................................3

FINANCIAL HIGHLIGHTS.........................................................5

1996 PERFORMANCE............................................................10

THE FUNDS' INVESTMENTS AND POLICIES.........................................12

ADDITIONAL INFORMATION ON POLICIES AND INVESTMENTS..........................44

SPECIAL RISK CONSIDERATIONS.................................................48

INVESTMENT RESTRICTIONS.....................................................50

PERFORMANCE TERMS AND COMPUTATIONS..........................................51

THE COMPANY'S MANAGEMENT....................................................52

HOW TO INVEST...............................................................56

HOW TO REDEEM SHARES........................................................57

HOW TO TRANSFER SHARES......................................................59

ACCOUNT STATEMENTS AND SHAREHOLDER REPORTS..................................60

SPECIAL SHAREHOLDER SERVICES................................................60

HOW NET ASSET VALUE IS DETERMINED...........................................60

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS...................................61

TAXES.......................................................................62

GENERAL INFORMATION ABOUT THE COMPANY.......................................63

TO OBTAIN MORE INFORMATION..................................................64

194880.11

<PAGE>



                      P R O S P E C T U S S U M M A R Y


      The  following  summary is qualified in its entirety by the more  detailed
information appearing in the body of this Prospectus.

Investment Objectives
            Vontobel U.S. Value Fund ("Value  Fund") seeks to achieve  long-term
            capital  returns  in excess of the broad  market by  investing  in a
            carefully selected,  continuously managed non-diversified  portfolio
            composed  principally  of equity  securities  ("Equity  Securities,"
            which include securities convertible into equity securities, such as
            warrants,  convertible  bonds,  debentures or convertible  preferred
            stock) traded on U.S. exchanges.  Vontobel International Equity Fund
            ("International  Equity Fund") seeks to achieve capital appreciation
            by  investing  in a  carefully  selected  and  continuously  managed
            diversified  portfolio  consisting primarily of Equity Securities of
            issuers located in Europe and the Pacific Basin.  Vontobel  Emerging
            Markets  Equity  Fund  ("Emerging  Markets  Fund")  seeks to achieve
            long-term capital  appreciation by investing in a carefully selected
            and continuously  managed portfolio  consisting  primarily of Equity
            Securities  of issuers  in  developing  countries  around the world.
            Vontobel  Eastern  European Equity Fund ("E.  European Equity Fund")
            seeks to achieve  capital  appreciation  by investing in a carefully
            selected and continuously  managed diversified  portfolio consisting
            primarily  of Equity  Securities,  of  issuers  located  in  Eastern
            Europe.
                  Vontobel  International  Bond  Fund  ("Bond  Fund")  seeks  to
            maximize total return from capital growth and income by investing in
            a  non-diversified  portfolio  composed  primarily  of fixed  income
            securities  traded in bond markets outside the U.S. Vontobel Eastern
            European Debt Fund ("E. European Debt Fund") seeks to maximize total
            return from  capital  growth and income by  investing in a carefully
            selected  and   continuously   managed   non-diversified   portfolio
            consisting primarily of debt instruments issued by borrowers located
            in Eastern European countries.
      See "The Funds' Investments and Policies" on Page 12.

Principal Investments  The Funds' primary investments:
      Value Fund - Equity Securities traded on U.S. exchanges.
            International Equity Fund - Equity Securities principally of issuers
            located in Europe and the Pacific  Basin.  Emerging  Markets  Fund -
            Equity  Securities  principally  of issuers in developing  countries
            around  the  world.  E.  European  Equity  Fund - Equity  Securities
            principally of issuers located in Eastern Europe.
      Bond Fund -  primarily  fixed  income  securities  traded in bond  markets
outside the U.S.

194880.11

<PAGE>



E.   European Debt Fund - primarily  fixed income  securities of issuers located
     in Eastern Europe. See "The Funds' Investments and Policies" on Page 12.

     Investment  Advisor  Vontobel USA Inc. (the  "Advisor")  is the  investment
     advisor  and  manages  the  investments  of  each  Fund  according  to  its
     investment objective and policies.  See "The Company's  Management" on Page
     52.

      Distributions/Dividends  Paid  annually from  available  capital gains and
      income. See "Dividends and Capital Gains Distributions" on Page 61.

     Reinvestment Distributions may be reinvested automatically.  See "Dividends
     and Capital Gains Distributions" on Page 61.

      Purchases Initial purchase is $1,000 minimum. Subsequent purchases must be
      a minimum of $50. Shares of the Funds are offered for sale without a sales
      charge through the distributor,  Vontobel Fund  Distributors  (see "How to
      Invest" on Page 56).

      Net Asset Value Quoted daily in the financial  section of most  newspapers
      under  Vontobel.  Additional  information  may also be obtained by calling
      1-800-527-9500. See "How the Net Asset Value is Determined" on Page 60.

      Principal  Risk Factors There can be no assurance that a Fund will achieve
      its  investment  objective.  An investor  should  consider  other factors,
      including the following:  the International Equity Fund, Emerging Markets,
      E. European  Equity Fund,  Bond Fund and E.  European Debt Fund (each,  an
      "International  Fund") invest in foreign securities,  and consequently may
      be affected by currency fluctuations or exchange controls,  foreign taxes,
      differences in accounting  procedures,  less supervision and regulation of
      security  markets,  political or social  instability and other risks. Each
      International  Fund may utilize various investment  strategies,  including
      purchasing and selling exchange listed and  over-the-counter  put and call
      options  on  securities,   fixed  income   indices  and  other   financial
      instruments,  purchasing  and  selling  financial  futures  contracts  and
      options thereon and entering into various  interest rate  transactions and
      currency transactions.  Each of these strategies entail special risks. The
      Funds may invest in repurchase  agreements and the Bond Fund may invest in
      reverse repurchase agreements. Investing in such securities entails risks.
      See "Special Risk Considerations" on Page 48.



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                                     -2-

<PAGE>


<TABLE>

                                FUND EXPENSES

      The following table illustrates all expenses and fees that shareholders in
the Funds will incur.

- -----------------------------------------------------------------------------------------------------
<C>                               Value   International  Emerging    E. European    Bond    E. European
Shareholder Transaction ExpensesFund   Equity Fund  Markets Fund  Equity Fund    Fund     Debt Fund
=====================================================================================================
Sales Load Imposed on Purchases None      None          None          None       None       None
- -----------------------------------------------------------------------------------------------------
Sales Load Imposed on ReinvestedNone      None          None          None       None       None
Dividends
- -----------------------------------------------------------------------------------------------------
Redemption Fees                None1      None1       None1,3       None1,3      None1     None1,3
- -----------------------------------------------------------------------------------------------------
Exchange Fees                  None2      None2        None2         None2       None2      None2
- -----------------------------------------------------------------------------------------------------

1     A shareholder electing to redeem shares via a telephone request will be charged $10 for each such redemption request.
2     A shareholder may be charged a $10 fee for each telephone exchange.
3     A 2% redemption fee is charged on shares held less than six months.

- ------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (aValue  InternationalEmerging  E. European   Bond   E. European
percentage of average daily net aFunds) Equity FundMarkets FundEquity Fund   Fund    Debt Fund
================================================================================================
Management Fee                  0.95%*     0.93%      1.25%       1.25%     1.00%      1.25%
- ------------------------------------------------------------------------------------------------
12b-1 Fees                       None      None        None       None       None      None
- ------------------------------------------------------------------------------------------------
Other Operating Expenses        0.48%*    0.46%*      0.46%       0.46%     0.52%*     0.46%
- ------------------------------------------------------------------------------------------------
      Total Fund Operating Expen1.43%*    1.39%*      1.71%       1.71%     1.52%*     1.71%
- ------------------------------------------------------------------------------------------------

<C>
</TABLE>

*     The Advisor has  voluntarily  agreed to waive a portion of its  Management
      Fee and custodian fee credits have reduced Other Operating Expenses as set
      forth above.  For the Emerging  Markets and E. European Debt Funds,  Other
      Operating  Expenses are based on estimated  amounts for the current fiscal
      year.  Set forth below,  for each Fund as  applicable,  are the management
      fees and total  operating  expenses absent such fee waivers and/or expense
      credits as a percentage of the average daily net assets of each such Fund:
<TABLE>

- ------------------------------------------------------------------------------------------------
<C>                                 Value  InternationalEmerging  E. European   Bond   E. European
                                 Fund   Equity FundMarkets FundEquity Fund   Fund    Debt Fund
================================================================================================
Management Fees Absent Fee Waiver1.00%     0.93%      1.25%       1.25%     1.00%      1.25%
- ------------------------------------------------------------------------------------------------
Other Operating Expenses Absent Expense
Credits                          0.53%     0.67%      0.77%       0.77%     0.84%      0.77%
- ------------------------------------------------------------------------------------------------
  Total Operating Expenses Absent Fee
  Waivers/Expense Credits        1.53%     1.60%      2.02%       2.02%     1.84%      2.02%
================================================================================================
+ Information  concerning  reductions in the management  fees due to higher Fund
asset levels appears on page 54.

      The purpose of these tables is to assist  investors in  understanding  the
various  costs  and  expenses  that  they  will  bear  directly  or  indirectly.
Management expects that, to the extent that
<C>
194880.11
                                     -3-
</TABLE>

<PAGE>



the Funds increase in size,  their Other  Operating  Expenses will decline as an
annual percentage rate reflecting economies of scale.

Example

      The following examples  illustrate the expenses that an investor would pay
on a $1,000  investment over various time periods  assuming (1) a 5% annual rate
of return,  and (2)  redemption at the end of each time period.  As noted in the
table  above,  the Funds do not charge  redemption  fees  (apart  from small per
transaction  charges for telephone  redemption  and/or exchange service fees and
the redemption fee of the E. European  Equity Fund that is not charged on shares
held six months or more, as noted above).


Fund                   1 Year   3 Years 5 Years 10 Years
- ----                   ------   ------- ------- --------

Value                    $16      $48     $83     $182

International Equity     $16      $50     $87     $190

Emerging Markets         $21      $63      *        *

E. European Equity       $21      $63    $109     $235

Bond                     $19      $58    $100     $216

E. European Debt         $21      $63      *        *



*    Fund is a new  registrant  and  estimated  expenses  for five years and ten
     years are not projected.

      These examples should not be considered a representation of past or future
expenses or  performances.  Actual  expenses may be greater or lesser than those
shown.


194880.11
                                     -4-

<PAGE>



                             FINANCIAL HIGHLIGHTS

      The Financial  Highlights  for the Funds for the periods  indicated  below
have been  examined  by Tait,  Weller and Baker,  independent  certified  public
accountants,  whose  unqualified  reports thereon appear with the Funds' audited
financial  statements  in the  Annual  Reports  to  Shareholders  of the  Value,
International  Equity,  E.  European  Equity  and Bond  Funds for the year ended
December 31, 1996 (each, an "Annual  Report").  The financial  statements of the
foregoing  Funds and the reports  thereon are  incorporated by reference in this
Prospectus from the Annual Reports.  Additional performance information for each
of the foregoing Funds is included in its Annual Report.  The Annual Reports and
the  financial  statements  therein are available at no cost upon request to the
Company at the  address  and  telephone  number  noted on the cover page of this
Prospectus.  The Emerging  Markets and E.  European Debt Funds had not commenced
operations as of December 31, 1996.

<TABLE>

                                Vontobel U.S. Value Fund
                     For a Share Outstanding Throughout Each Period

                                                                             Mar. 30* to
<C>                                             Years ended December 31,      Dec. 31

Per Share Operating Performance    1996  1995     1994   1993  1992  1991    1990
                                   ----  ----     ----   ----  ----  ----    ----
Net asset value, beginning of period   $13.25  $10.26     $12.64   $12.00  $11.36   $ 8.86            $10.00
                                       ------  ------     ------   ------  ------   ------            ------
Income from investment operations-
   Net investment income        0.17        0.05     0.09   0.16   0.10      0.07         0.14
   Net realized and unrealized gain (loss) on
    investments                 2.65         4.09     (0.08)   0.56   1.70    3.23         (1.13)
                                ----        -----    -------- -----  -----   -----        -------
     Total from investment operations  2.82    4.14    0.01  0.72   1.80      3.30               (0.99)
                                       ----   -----  ------ -----  -----     -----              -------
Less distributions-
   Distributions from net investment income(0.19)    (0.04)      (0.23)    (0.02) (0.10)  (0.06)                  (0.15)
   Distributions from realized gains on
    investments              (2.10)    (1.11)      (2.16)  (0.06)  (1.06)   (0.74)      0.00
                             ------    ------      ------ -------  ------  -------     -----
     Total distributions      (2.29)        (1.15)   (2.39)   (0.08)  (1.16)   (0.80)      (.15)
                              ------        ------   ------  -------  ------  -------     ------
Net asset value, end of period    $13.78      $13.25      $10.26   $12.64  $12.00      $11.36                     $  8.86
                                  ======      ======      ======   ======  ======      ======                     =======
Total Return                   21.28%  40.36%   .02%   6.00%     16.30%    37.29%      (9.90%)
                               ======  ======   ====   =====     ======    ======      =======
Ratios/Supplemental Data
Net assets, end of period (000)      $69,552  $55,103 $29,852 $34,720 $31,335 $22,315  $9,488
Ratio to average net assets-(A)
   Expenses (B)                 1.48%  1.65%   1.62%   1.82%     1.96%     2.54%    1.94%*
   Expenses-net (C)             1.43%  1.50%   1.62%   1.82%     1.96%     2.54%    1.94%*
   Net investment income        0.63%  0.23%    .76%   1.23%     .76%   .92%      1.48%*
Portfolio turnover rate       108.36%  95.93% 98.80% 137.32%     99.66%    166.46%     87.29%
Average brokerage commissions per share $0.0883  --    --     --     --      --     --

* Commencement of Operations was March 31, 1990; ratios are annualized.
(A)Management  fee  waivers   reduced  the  expense  ratios  and  increased  net
   investment income ratios by 0.04% in 1996, 0.06% in 1995 and 0.09% in 1990.
(B)Expense ratio has been increased to include additional custodian fees in 1996
   and 1995 which were offset by custodian fee credits;  prior to 1995 custodian
   fee credits reduced expense ratios.
(C)Expense  ratio-net  reflects the effect of the custodian fee credits the Fund
received.
<C>
</TABLE>

194880.11
                                       -5-

<PAGE>


<TABLE>


                           Vontobel International Equity Fund
                     For a Share Outstanding Throughout Each Period

                                             Years ended December 31,

<C>                                1996    1995   1994   1993      1992    1991
                                ----    ----   ----   ----      ----    ----
Per Share Operating Performance
Net asset value, beginning of period  $17.13    $16.23      $17.22 $12.23      $12.67     $10.67
                                      ------    ------      ------ ------      ------     ------
Income from investment operations-
   Net investment income        0.03        0.16   0.01     0.08      0.08     0.00
   Net realized and unrealized gain
      (loss) on investments     2.85        1.61   (0.92)   4.91      (0.38)   2.00
                                ----        ----   ------   ----      ------   ----
     Total from investment operations 2.88      1.77   (.91)     4.99      (0.30)   2.00
                                      ----      ----   -----     ----      ------   ----
Less distributions-
   Distributions from net investment
     income                  (0.03)    (0.17)   (0.08)   0.00    (0.08)    0.00
   Distributions from realized gains  (1.76)    (0.70)   0.00      0.00    0.00        0.00
   Distributions in excess of realized
     gains                   0.00      0.00     0.00   0.00      (0.06)    0.00
                             ----      ----     ----   ----      ------    ----
     Total distributions     (1.79)    (0.87)   (0.08)      --   (0.14)    0.00
                             ------    ------   ------    -----  ------    ----
Net asset value, end of period    $18.22      $17.13   $16.23    $17.22    $12.23      $12.67
Total Return                   16.98%  10.91%   (5.28%)     40.80%    (2.37%)  18.74%
Ratios/Supplemental Data
Net assets, end of period (000's)   $151,710  $130,505  $138,174      $136,932 $47,761  $25,611
Ratio to average net assets-
   Expenses (B)              1.60%     1.63%    1.54%    1.77%     1.98%       2.71%(A)
   Expenses-net (C)          1.39%     1.53%    1.54%    1.77%     1.98%       2.71%(A)
   Net investment income        0.15%    .41%    .08%       .85%    .79%       .02%(A)
Portfolio turnover rate        54.58%  68.43%   34.04%      10.66%    27.42%      3.40%
Average commission rate paid per
  share                      $0.0279   --       --      --        --       --

(A) Management fee waivers and expense  reimbursements reduced the expense ratio
    and increased the net investment income ratio by .07% in 1991.
(B) Expense ratio has been  increased to include  additional  custodian  fees in
    1996 and 1995 which were offset by  custodian  fee  credits.  Prior to 1995,
    custodian fee credits reduced expense ratios.
(C) Expense ratio-net  reflects the effect of the custodian fee credits the Fund
received.


<C>
194880.11
                                          -6-
</TABLE>

<PAGE>

<TABLE>

<C>
                                            Vontobel International Equity Fund
                                                        (continued)
                                                  Years Ended December 31,

                                      1990      1989(D)     1988(D) 1987(D)
                                      ----      -------     ------- -------
Per Share Operating Performance
Net asset value, beginning of period  $12.24           $11.17     $10.27      $10.00
                                      ------           ------     ------      ------
Income from investment operations-
      Net investment income             .02            (.09)      (.03)       (.06)
      Net realized and unrealized gain
            (loss) on investments     (1.54)     1.21         .96         .33
                                      ------     ----        ----       -----
 Total from  investment operations    (1.52)    1.12          .93         .27
                                      ------    ----         ----       -----
Less distributions-
 Distributions from net investment income  (.02)       0.00       0.00        0.00
 Distributions in excess of realized gains  (.03)      (.05)      (.03)       0.00
                                            -----      -----      -----       ----
 Total distributions                  (.05)     (.05)       (.03)        0.00
                                      -----     -----       -----        ----
Net asset value, end of period        $10.67           $12.24     $11.17      $10.27
                                      ======           ======     ======      ======
Total Return                          (12.42%)  10.03%       9.06%            2.70%
Ratios/Supplemental Data
Net assets, end of period (000's)     $10,074   $2,564      $2,732      $1,109
Ratio to average net assets-
      Expenses(B)                      2.76%     2.99%       2.99%            4.35%
      Expenses-net(C)                 2.76%(A)  2.99%(A)    2.99%(A)    4.35%(A)
      Net investment income             .25%(A) (.83%)(A)   (.57%)(A)   (.50%)(A)
Portfolio turnover rate               60.87%    84.56%      18.60%            80.00%



(A) Management fee waivers and expense  reimbursements reduced the expense ratio
    and  increased the net  investment  income ratio by .69%,  3.11%,  5.03% and
    1.00% in 1990, 1989, 1988 and 1987, respectively.
(B) Expense ratio has been  increased to include  additional  custodian  fees in
    1995 which were offset by custodian  fee credits.  Prior to 1995,  custodian
    fee credits reduced expense ratios.
(C) Expense ratio-net  reflects the effect of the custodian fee credits the Fund
received.
(D) Periods during which the Fund was advised by other investment  advisors.  On
    July 6, 1990,  the Fund's current  investment  advisor was appointed and the
    Fund's investment objective was changed to its current status.
<C>
</TABLE>


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                                          -7-

<PAGE>

<TABLE>



                     Vontobel Eastern European Equity Fund
                 For a Share Outstanding Throughout the Period


                                                            February 15* to
<C>                                                              December 31, 1996

Per Share Operating Performance
Net asset value, beginning of period                           $10.00
                                                               ------
Income from investment operations-
Net investment loss                                          (0.06)
Net realized and unrealized gain on investments                  4.95
                                                                -----
Total from investment operations                                 4.89
                                                                -----
Net asset value, end of period                                 $14.89
                                                               ======

Total Return                                                    48.90%

Ratios/Supplemental Data
Net assets, end of period (000's)                                 $61,853
Ratio to average net assets-
Expense (A)                                                      2.02%**
Expense ratio-net (B)                                            1.71%**
Net investment loss                                          (1.07)%**
Portfolio turnover rate                                         38.69%
Average commission rate paid per share                          $0.0737


*  Commencement of Operations
** Annualized
(A)Expense ratio has been increased to include  additional  custodian fees which
were offset by custodian fee credits.  (B)Expense  ratio-net reflects the effect
of the custodian fee credits the Fund received.

<C>
</TABLE>

194880.11
                                     -8-

<PAGE>

<TABLE>


                            Vontobel International Bond Fund
                      For a Share Outstanding Throughout the Period

                                                 Year Ended     Year Ended   March 1* to
<C>                                                Dec. 31, 1996  Dec. 31, 1995 Dec. 31, 1994
                                                -------------  ------------- -------------
Per Share Operating Performance
Net asset value, beginning of period            $10.60             $ 9.48   $10.00
                                                ------             ------   ------
Income from investment operations-
   Net investment income                        0.47             0.61         0.70
   Net realized and unrealized gain (loss) on
     investments                                  0.32               1.06   (0.50)
                                                ------             ------  ------
     Total from investment operations             0.79               1.67     0.20
                                                ------             ------   ------
Less distributions-
   Distributions from net investment income     (0.40)         (0.55)      (0.70)
   Distributions from realized gains on
     investments                                (0.06)
   Distributions in excess of net investment
     income                                           --          --        (0.02)
                                                    ------      ------     ------
     Total distributions                          (0.46)         (0.55)      (0.72)
                                                --------       -------     -------
Net asset value, end of period                   $10.93            $10.60   $ 9.48
                                                =======            ======   ======
Total Return                                      7.51%         17.60%        1.98%
                                                 ======         ======       ======
Ratios/Supplemental Data
Net assets, end of period (000)                 $26,879          $16,253      $10,235
Ratio to average net assets (A)
   Expense (B)                                    1.84%          1.76%        1.35%**
   Expense ratio-net (C)                          1.52%          1.35%        1.35%**
   Net investment income                        4.78%          5.38%          3.99%**
Portfolio turnover rate                          19.89%         18.63%       19.00%



*   Commencement of Operations
**  Annualized
(A) Management  fee waivers  reduced the expense ratios and increased the ratios
    of net investment income by 0.20% in 1996, 1.00% in 1995 and 0.19% in 1994.
(B) Expense ratio has been  increased to include  additional  custodian  fees in
    1996 and 1995  that were  offset by  custodian  fee  credits;  prior to 1995
    custodian fee credits reduced the expense ratio.
(C) Expense ratio-net  reflects the effect of the custodian fee credits the Fund
received.
<C>

</TABLE>

194880.11
                                          -9-

<PAGE>




                               1996 PERFORMANCE

     The Emerging Markets and E. European Debt Funds did not commence operations
in 1996 and had no performance in that year.

                           VONTOBEL U.S. VALUE FUND

      The Value Fund  produced a total return of 21.3% for the year,  versus the
23.0%  return for the S&P 500 with income and 20.8% for the  average  growth and
income equity fund tracked by Lipper  Analytical  Services,  Inc. For the second
consecutive year,  holders of U.S. stocks in 1996 experienced total returns well
above the historical trendline.  Perhaps the most notable aspect of the market's
move over the past  twelve  months  was the heady  outperformance  of  large-cap
stocks. The Dow Jones Industrial Average,  comprised of 30 of America's largest,
most  well-known  companies,  led the pack in 1996,  providing a total return of
28.7% for the year, well ahead of the broader S&P 500's 23.0% total return,  and
almost double the return on the Russell 2000, an index  representing  relatively
small companies. The Fund's underperformance was not surprising given its strict
adherence to an investment  style that  dictates the sale of securities  held as
they approach  established  price  targets.  The Advisor  therefore  reduced the
Fund's  holdings in many  companies  during the year whose  stocks  subsequently
appreciated  even  further.  Gillette,  for example,  represented  4.4% of total
assets at the start of 1996. This great company met everyone's expectations over
the course of the year,  and entered into an  agreement to purchase  Duracell in
the fourth quarter, further capturing investors' imaginations.  The Advisor sold
the last of the  Fund's  Gillette  shares  shortly  after  the  acquisition  was
announced.  In examining and rejecting  many  individual  companies for possible
investment,  it is not so much that the Advisor does not like the companies, but
that the Advisor  feels their stock prices do not offer the  relative  safety of
principal and potential of a  satisfactory  return that the Fund seeks.  Because
the Advisor experienced  difficulty in identifying compelling new investments in
1996, the Fund carried a large cash position  throughout much of the year, which
penalized performance to the extent that cash underperformed stocks in 1996.

                      VONTOBEL INTERNATIONAL EQUITY FUND

      The  International  Equity Fund  produced a total  return of 17.0% for the
year, versus the 6.0% return of the MSCI Europe,  Australia,  Far East Index and
11.8% for the average  international  equity fund  tracked by Lipper  Analytical
Services,  Inc. Again in 1996,  global markets turned in strong  performances as
economic  growth ranged from moderate to tepid,  and  inflation  remained  tame.
Except for the UK,  central banks  remained  accommodative,  which was the major
support  for the  markets'  multiple  expansion  during  the  year.  The  Fund's
performance  benefitted  primarily  from the shift in country  allocation in the
first quarter, when the Advisor increased the weighting in Europe at the expense
of Japan and the emerging  markets.  Since,  at the  beginning of the year,  the
Advisor could not find a great number of attractively valued companies in Japan,
the Advisor turned instead to Europe,  which offered attractive  valuations from
both a top-down  and  bottom-up  standpoint.  The key  factors in the  Advisor's
top-down

194880.11
                                     -10-

<PAGE>



valuation  process  are the  comparison  of bond  market  versus  equity  market
valuations,  and the rate of change in the direction of interest rates,  both of
which  pointed  to  equity  market  valuations,  and the rate of  change  in the
direction  of  interest  rates,  both of which  pointed  to  double-digit-return
expectations for European markets based on their historical behavior. At the end
of 1996 the Fund's  weighting  in Europe was 59.1%,  versus  49.7% at the end of
1995. The Japanese  domestic economy remains very weak, and the lack of progress
in  addressing  the issues in the  financial  sector  remains a negative for the
sector and the stock market as a whole,  at least in the short term. The average
price to earnings  multiple of the Fund's Japanese holdings is about 25X and the
price to sales ratio is 2.3,  which  represents not only a large discount to the
domestic equity markets but is comparable with  international  markets.  At year
end the Fund's weighting was 22.9%, versus 29.7%, at the end of 1995. To protect
the value of the Fund's portfolio against the adverse effects of an appreciating
U.S.  dollar,  the Fund had hedge contracts  covering  approximately  65% of the
portfolio's  exposure to the DM bloc, the French franc,  the Swiss franc and the
Japanese  yen.  The Fund had no hedges  against  the  Fund's  holdings  in pound
sterling,  which turned out to be a good call since the British pound was one of
the few currencies to appreciate against the dollar during the year.

                     VONTOBEL EASTERN EUROPEAN EQUITY FUND

      The E.  European  Equity  Fund  produced  a total  return of 48.9% for the
period from inception on February 15, 1996 through December 31, 1996, versus the
23.9% return of the Nomura  Research Inc.  Eastern  European Index ("NRI Index")
for the same period.  The Fund's fourth quarter  performance  ranked 23rd out of
115 emerging markets funds tracked by Lipper  Analytical  Services,  Inc. In the
second  and  third  quarters  the  Fund  ranked  1st  out of 90  and  99  funds,
respectively.  1996 was a momentous  year for  investors  in Central and Eastern
European  equities as the more advanced markets  (Hungary,  Poland and the Czech
Republic) consolidated their credibility,  attracting an estimated flow of US$ 5
billion in new funds to the region's  bourses.  Russia,  Hungary and Poland were
among the world's five  top-performing  markets, in both local currency and U.S.
dollar terms. Russia, the world's  best-performing market in 1996, was rated for
the first time in its history  and  successfully  placed a US$ 1 billion  5-year
bond issue in international  capital. The Fund's performance benefitted from the
improved  credit  standings of Central and Eastern  European  nations,  spurring
heavy capital inflows into the region. It further  benefitted from the increased
allocation to Russia from 5% in the second quarter to 16% by year end. It should
be noted that the NRI Index used for comparative purposes has no exposure to the
Russian market.  Eastern European  equities are a relatively new asset class. As
the investment  industry further  develops and refines its indices,  the Advisor
may select a new  benchmark in the future that more  appropriately  reflects its
country allocation.

                       VONTOBEL INTERNATIONAL BOND FUND

     The Bond Fund produced a total return of 7.5% for the year, versus the 5.3%
return of the J.P. Morgan Government Bond Index ex-U.S. and 8.8% for the average
global fixed income fund tracked by Lipper Analytical Services,  Inc. During the
first  half  of  1995,  U.S.  dollar  weakness   contributed  to  over  half  of
international bond market returns. In the second half,

194880.11
                                     -11-

<PAGE>



particularly  the last  quarter,  international  bond markets were  propelled by
falling  yields as inflation  remained  subdued not only in Europe and Japan but
also in the U.S.  European  bond  markets  posted  double-digit  returns in U.S.
dollar terms,  led by Sweden,  Denmark,  Spain,  the Netherlands and France.  In
contrast,  the Japanese market, the  best-performer in the first quarter,  ended
the year with the lowest U.S dollar return in the  benchmark  index,  10.4%.  An
added factor in the European markets was the re-commitment of the European Union
to introduce a single  European  currency  within the 1999  timetable.  The Fund
remained  overweighted in the European markets of Denmark,  Germany and Ireland.
It was also overweighted in the Australian market,  given the Advisor's positive
outlook  for  both  the  Australian  currency  and bond  market.  Thanks  to its
continued  lack  of  exposure  to  the  Japanese  yen  bond  market,   the  Fund
outperformed its benchmark by 2.3%.  However,  it fell shy of the average return
of 8.8% of the 44  international  bond  funds in the Lipper  universe.  With its
emphasis on  high-quality  investment-grade  debt, the Fund,  unlike many of its
peers,  held no positions  in  high-flying  emerging  markets  debt,  the year's
best-performing  asset class.  About 23% of the Fund's  assets were held in U.S.
dollar  and  foreign  cash and  short-term  instruments.  Some 11% of the Fund's
non-dollar-related assets were hedged to safeguard against possible further U.S.
dollar appreciation.


                      THE FUNDS' INVESTMENTS AND POLICIES

                             VONTOBEL FUNDS, INC.

      The Funds are series of Vontobel Funds, Inc. (the "Company"),  an open-end
management  investment  company  incorporated  in Maryland in 1983.  The Company
currently  consists of six series,  and the Board of Directors  may elect to add
more series in the future. A minimum initial investment of $1,000 is required to
open a shareholder account in each Fund, and each subsequent  investment must be
$50 or more.

      The  investment  objective  of  each  Fund is  fundamental  and may not be
changed without the approval of  shareholders.  The investment  policies of each
Fund are not fundamental,  however,  and may be changed with the approval of the
Company's Board of Directors.  All investments entail some risks and there is no
assurance that the investment objective of a Fund can be achieved.  See "Special
Risk Considerations" below.

                           VONTOBEL U.S. VALUE FUND

      Investment  Objective.  The  investment  objective of the Value Fund is to
seek to  achieve  long-term  capital  returns  in excess of the broad  market by
investing  in  a  carefully  selected,   continuously  managed   non-diversified
portfolio of principally  equity securities  (including  securities  convertible
into equity  securities,  such as warrants,  convertible bonds,  debentures,  or
convertible preferred stock) traded on U.S. exchanges.  The Advisor uses the S&P
500 as the benchmark for the broad market  against which the  performance of the
Value Fund is measured.


194880.11
                                     -12-

<PAGE>





      The Value Fund  operates  as a  non-diversified  fund for  purposes of the
Investment  Company Act of 1940,  as amended (the "1940 Act"),  but will seek to
qualify as a diversified  investment company for purposes of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code").

      Investment  Policies.  The Value  Fund is  designed  for  individuals  and
institutions  who need a core exposure to U.S. equity markets.  It is the policy
of the Value Fund to invest  primarily in equity  securities  (common  stocks or
securities  convertible  into  common  stocks)  that are listed on a  securities
exchange or that have an established over-the-counter market.

      It is not the intention of the Advisor to attempt to time the direction of
the  market  or to  forecast  future  changes  regarding  interest  rates or the
economy.  As an equity  fund the Value Fund will have at least 65% of its assets
invested in common stocks or securities convertible into common stocks.

      Since  the Value  Fund  seeks to  achieve  capital  appreciation,  it will
dispose of a security,  regardless  of the time it has been held,  to  establish
gains,  to avoid  anticipated  reductions of value,  or to reduce or eliminate a
position in a security  which is no longer  believed to offer the  potential for
suitable gains.  Portfolio  turnover is expected not to exceed an annual rate of
100% under normal  circumstances.  Such a turnover rate may reflect  substantial
short term trading and  corresponding  brokerage costs which the Value Fund must
pay.  A higher  portfolio  turnover  rate may  result  in  additional  brokerage
commissions or expenses to the Value Fund.

      The  selection of the  securities in which the Value Fund will invest will
not be limited to companies of any particular  size, or to securities  traded in
any  particular   marketplace,   and  will  be  based  only  upon  the  expected
contribution such securities would make to the investment  objective.  The Value
Fund may assume a temporary  defensive posture.  See "Additional  Information on
Policies and Investments - Temporary Defensive  Positions" below. For additional
information  regarding  investments  and a description  of additional  permitted
investments, see "Additional Information on Policies and Investments."

      The Value Fund is a  "non-diversified"  investment  company  under Federal
securities  laws,  and  therefore  may invest a larger  portion of its assets in
certain issuers,  including foreign  governments and domestic issuers other than
the U.S. government. It may invest more than 5% of its assets in government debt
securities  of the U.S.  However,  because it intends to qualify as a "regulated
investment  company" for purposes of  Subchapter M of the Code,  at least 50% of
its total  assets must be  invested in cash,  U.S.  government  securities,  and
securities of issuers (including foreign governments),  in which it has invested
not more than 5% of its assets. A regulated  investment  company is also limited
in its purchases of voting securities of any issuer.

      Investment  Strategy.  In  managing  the Value Fund,  the Advisor  draws a
distinction between  investment,  i.e., an action that seeks safety of principal
and a satisfactory  return,  versus speculation,  i.e., an action that may offer
significant return potential but that offers insufficient

194880.11
                                     -13-

<PAGE>



safety of principal.  The Advisor believes that the intrinsic value of any asset
can be calculated by discounting  the estimated free cash flow generated by that
asset over its  lifetime.  This  belief has led the Advisor to adopt a bottom-up
approach  that stresses  predictability,  one in which the  prevailing  level of
interest rates provides a yardstick for determining  absolute value  independent
of the level of market indices. Eschewing many of the tenets of modern portfolio
theory, the Advisor considers the riskiness of an investment to be a function of
the company's business rather than the volatility of its stock price.

      The Advisor  employs a bottom-up  approach to stock picking,  relying on a
screening process to help find stocks that are statistically  cheap. The Advisor
emphasizes  qualitative  criteria  in  evaluating  a  company's  potential  as a
prospective investment opportunity.

      A  valuation  technique  based upon the  discounting  of future cash flows
implies a high  degree  of  reliance  upon the  estimates  of  future  financial
results.  The Advisor  believes  that the best  beginning  point to  analyzing a
company's future is to review its past. Consequently,  those companies that have
produced highly volatile returns and those with short operating histories do not
lend themselves to the Advisor's investment  approach.  Recognizing the tendency
of markets to  overreact to both good news and to bad news,  the  Advisor,  like
many value investors,  often takes a contrarian  stance to "momentum"  managers.
Recognizing also the broader market's  tendency to paint with the same brush all
companies within an industry group, the Advisor often finds itself significantly
overweighting out-of-favor market sectors.

      The  Advisor  has  developed a  proprietary  screen that  assigns a "value
indicator"  to each of  approximately  3,000  stocks in a selected  universe  of
companies. Stocks are ranked from highest to lowest "value indicator", and those
stocks  comprising the S&P 500 index are also sorted by industry group.  Using a
firm's  profitability  level (as  measured by its  relative  cash flow return on
equity) and a valuation  measure (as measured by its price to book  value),  the
purpose of the screen is to highlight  those firms that are more productive than
the market  but that are  selling at a discount  to the  market.  The  screening
process  also  collects  and  reports   information   regarding  each  company's
historical    return    levels,    debt-to-capitalization,     and    historical
price-to-earnings  and  dividend  yield.  The  sorting by  industry  group draws
attention  to  sector  moves  that  may  indicate   stress  and,  by  extension,
opportunity.

      The screens  provide a starting  point,  a way of focusing  the  Advisor's
attention  on stocks that are  statistically  cheap  versus the market or versus
their historical  ranges.  The Advisor also uses brokerage and industry contacts
and the business press to obtain additional investment ideas.

      Having  determined that an investment  opportunity may exist,  the Advisor
reads  company-provided  materials  and  public  filings  and often will look at
materials developed by or related to the company's competitors. The Advisor also
may interview  company  management,  and if the company is followed by brokerage
houses with which the Advisor  does  business,  may also review  brokerage  firm
research. Most company interviews are by telephone, but personnel of the Advisor
also travel several times each year,  visiting  companies whose stock is held or
is

194880.11
                                     -14-

<PAGE>



under consideration, or which is a competitor of such companies. In evaluating a
company's  suitability as an investment vehicle,  the Advisor takes into account
the following:

      Predictability:  No one can foretell the future with exactitude,  but some
      businesses are far more predictable than others. An asset cannot be valued
      without some idea of the cash flows that asset will generate.  This desire
      for  predictability  has for the  most  part  deterred  the  Advisor  from
      investing in fast-evolving industries  (specifically,  technology) and has
      also  deterred  the Advisor  from  committing  capital to highly  cyclical
      businesses.

      Generation  of Free  Cash  Flow:  Free  cash  flow is the  amount of money
      available, after required capital spending, for reinvestment and/or return
      to the owners of the business.

       Adequate Returns:  Those businesses not generating a competitive level
       of return on invested capital are unsuitable as investments.

      Low Debt:  High leverage introduces a level of risk that is unacceptable.

      Elements of a Franchise:  This provides a competitive advantage,  enabling
      high returns over extended periods of time.

          Regulatory  Environment:  The less  regulation  to which a company  is
          subject,  the  better,  as less  regulation  increases  the  company's
          ability to manage and price effectively.

          Shareholder-oriented   Management:   High  insider  ownership  is  one
          indicator  that  management  will act with the best  interests  of the
          shareholders  in mind.  Intelligent,  prudent use of company  funds is
          another.

The  Advisor   considers   companies   that  meet  these   qualitative   hurdles
"investable".

      A price target is generally reached by treating  forecasted free cash flow
as an annuity, using prevailing interest rates as the discount factor. For those
companies  in which the  Advisor  has an  exceptional  level of  confidence,  it
projects some level of cash flow growth,  using either  proprietary or consensus
forecasts.  (Price targets may later be adjusted for significant  changes in the
prevailing  level  of  interest  rates,  and  also  may  later  be  reviewed  as
company-specific events dictate.)

      Generally,  a new position  will be  established  if the market price of a
security  is 20% or more below  calculated  intrinsic  value.  Position  size is
dictated by the  Advisor's  degree of confidence in the business and the stock's
degree of undervaluation,  as well as the availability of attractive  investment
alternatives.  Position sizes normally range from 1% to 6% of portfolio  assets,
but the Advisor has occasionally taken larger positions.  Generally,  portfolios
comprise approximately 20 positions.


194880.11
                                     -15-

<PAGE>



      A stock is sold for one of two  reasons.  Either it has reached the target
price or the thesis for purchase has  deteriorated.  Large positions are trimmed
as stocks approach sell targets.
There is no automatic sell-down percentage.

          Sector  Allocation:  No conscious sector allocation  decision is made.
          Sector allocation is the result of stock selection.

          Investment Level: The extent of the Fund's cash position is the result
          of the Advisor's ability to find suitable investment opportunities.

      In managing the Value Fund,  the Advisor  follows a highly  differentiated
approach.  This  approach is  bottom-up,  with strict  adherence to a discipline
constructed around absolute, not relative, valuation, resulting in comparatively
high levels of investment in both  individual  issues and industry  sectors.  On
occasion,  when suitable  investments are not identified,  a large cash position
may be maintained.

                      VONTOBEL INTERNATIONAL EQUITY FUND

      Investment Objective. The investment objective of the International Equity
Fund is to seek to achieve  capital  appreciation  by  investing  in a carefully
selected and continuously managed diversified  portfolio consisting primarily of
equity securities (including securities convertible into equity securities, such
as warrants,  convertible bonds, debentures or convertible preferred stock). The
investments of the International  Equity Fund will consist principally of equity
securities of European and Pacific Basin countries.

      Investment  Policies.  The International Equity Fund is designed as a core
holding for individuals and  institutions who wish to diversify their investment
programs to take advantage of opportunities in international securities markets,
with the principal  emphasis on  opportunities  in Europe and the Pacific Basin.
Investing in the International Equity Fund can provide  international  diversity
to an investor's  existing  portfolio of U.S. equity  securities and U.S. dollar
and foreign currency denominated bonds, thereby improving risk-adjusted returns.
The  International  Equity  Fund  will  invest  most  of its  assets  in  equity
securities  of  countries  which  are  generally  considered  to have  developed
markets,  such  as  the  United  Kingdom,   Germany,  France,  the  Netherlands,
Switzerland,  Norway,  Spain, Japan, Hong Kong,  Australia,  and Singapore.  The
Advisor  will  decide  when and how  much to  invest  in each of those  markets.
Investments  may also be made in equities  issued by  companies  in  "developing
countries"  or "emerging  markets",  such as Taiwan,  Malaysia,  Indonesia,  and
Brazil, included in Morgan Stanley Capital International's Emerging Markets Free
Index ("EMF")  Investments  in the equity  markets of these  countries  involves
exposure to economic  structures that are generally less diverse and mature, and
whose  political  systems  may have  less  stability  than  those of  "developed
countries."  Subject  to  investment  limitations  stated  in the  Statement  of
Additional  Information,  the International Equity Fund may invest in the shares
of open-end and closed-end  investment  companies that acquire equity securities
of foreign issuers in which the Fund may invest.  By investing in shares of such
investment companies, the Fund would indirectly pay a portion of

194880.11
                                     -16-

<PAGE>



the  operating  expenses,  management  expenses,  and  brokerage  costs  of such
companies,  as well as those of the  Fund.  Federal  and state  securities  laws
impose  limits on such  investments  with  which the Fund will  comply,  and may
affect the ability of the Fund to acquire or dispose of such shares.

      The Advisor believes that global economic and political  developments have
created new opportunities in an enlarged investment universe.  In recent years a
number of economies in developed and emerging  countries  have grown faster than
the U.S.  economy,  and return on equity  investments in these markets has often
been superior to similar  investments  in the U.S. In addition,  the U.S.  stock
market  presently  represents  approximately  40% of the  capitalization  of the
world's stock markets compared to approximately  two-thirds in 1970. Significant
growth of international capital markets, coupled with advances in technology and
lower cost of  communications,  have increased the  globalization  of securities
trading.   Therefore,  over  the  past  few  years,  the  number  of  investment
opportunities outside the U.S. has grown rapidly.

      It is the policy of the  International  Equity Fund to invest primarily in
equity securities which may achieve capital  appreciation by selecting companies
with  superior  potential  based on a series of macro and  micro  analyses.  The
International  Equity Fund may select its  investments  from companies which are
listed on a  securities  exchange or from  companies  whose  securities  have an
established over-the-counter market, and may make limited investments in "thinly
traded" securities  (please refer to "Investment  Restrictions" in the Statement
of Additional Information).

      Under  normal  circumstances  the  International  Equity Fund will have at
least  65%  of  its  assets  invested  in  European  and  Pacific  Basin  equity
securities.   The  International   Equity  Fund  intends  to  diversify  broadly
investments  among  countries and normally to have  represented in the portfolio
business activities of not less than three different  countries.  The securities
the  International  Equity Fund  purchases  may not always be  purchased  on the
principal  market.  For example,  American  Depositary  Receipts ("ADRs") may be
purchased if trading  conditions  make them more  attractive than the underlying
security.  ADRs are  receipts  typically  issued in the U.S.  by a bank or trust
company   evidencing   ownership  of  an  underlying   foreign   security.   The
International Equity Fund may invest in ADRs which are structured by a U.S. bank
without the  sponsorship of the underlying  foreign  issuer.  In addition to the
risks of  foreign  investment  applicable  to the  underlying  securities,  such
unsponsored  ADRs may also be subject to the risks that the  foreign  issuer may
not be obligated to cooperate  with the U.S.  bank,  may not provide  additional
financial  and  other  information  to the bank or the  investor,  or that  such
information in the U.S. market may not be current. Please refer to the Statement
of Additional Information for more information on ADRs.

      The  selection of the  securities in which the  International  Equity Fund
will invest  will not be limited to  companies  of any  particular  size,  or to
securities traded in any particular marketplace, and will be based only upon the
expected contribution such security will make to its investment objective.


194880.11
                                     -17-

<PAGE>



      Since the International Equity Fund seeks to achieve capital appreciation,
it will  dispose of a  security,  regardless  of the time it has been  held,  to
establish  gains,  to avoid  anticipated  reductions  of value,  or to reduce or
eliminate  a position  in a security  which is no longer  believed  to offer the
potential for suitable  gains.  Portfolio  turnover is expected not to exceed an
annual rate of 100% under normal circumstances. Such a turnover rate may reflect
substantial  short term  trading  and  corresponding  brokerage  costs which the
International Equity Fund must pay.

      The International Equity Fund may enter into forward contracts to purchase
or sell foreign  currencies,  purchase and write covered call options on foreign
currencies and enter into contracts for the purchase or sale for future delivery
of foreign  currencies  ("foreign currency futures") as described in "Additional
Information on Policies and  Investments - Strategic  Transactions"  below.  The
International  Equity  Fund  may  assume  a  temporary  defensive  posture.  See
"Additional  Information  on Policies  and  Investments  -  Temporary  Defensive
Positions"  below.  For  additional  information  regarding  investments  and  a
description of additional permitted investments,  see "Additional Information on
Policies and Investments."

      Investment  Strategy.  Using an approach  that involves  top-down  country
allocation  combined with bottom-up  stock  selection,  the Advisor will seek to
identify  countries  where economic and political  factors are likely to provide
above average returns,  and companies in such countries that are best positioned
in their respective  industries and are attractively  valued. In this regard the
Advisor will allocate the assets of the  International  Equity Fund  principally
between the European and Pacific regions.

      The  Advisor's  approach  is  governed  by its belief  that the  principal
factors affecting an equity market's return are, on a country  allocation basis,
the  proportion of liquidity in the economy,  and, on a stock  selection  basis,
consistent  profit  growth,  a strong balance sheet and high returns on employed
capital and, in addition,  that the effect of currency fluctuations on portfolio
returns can be reduced through a systematic hedging strategy.

      For  its  country  allocation,   the  Advisor  analyzes  approximately  35
international  equity markets,  which include the 20 markets currently comprised
in Morgan Stanley Capital International's  Europe,  Australia and Far East Index
("EAFE"),  as well as the  constituent  countries  of its EMF.  The Advisor also
gives  consideration  to such  factors  as market  liquidity,  accessibility  to
foreign  investors,  regulatory  protection  of  shareholders,   accounting  and
disclosure standards, transferability of funds and foreign exchange controls, if
any.

      The tendency of markets to overreact to short-term factors such as monthly
inflation data or quarterly  earnings results creates market valuations that may
deviate  significantly  from their  underlying  historical  values.  The country
allocation process aims to determine the relative  attractiveness of the markets
in the Advisor's  country universe by establishing a relationship  between their
current  valuations  and the amount of liquidity  available in their  respective
economies and then  comparing  that  relationship  with its historic  norm.  The
rigorous use of comparative historical data is designed to reduce subjective and
speculative bias.


194880.11
                                     -18-

<PAGE>



      The  Advisor's  country  allocation  process  is guided by the output of a
valuation  model that produces a total  expected  return range in local currency
for each country in the Advisor's investment  universe.  The data series used in
the valuation model covers  extended  periods of market history for the EAFE and
EMF  universe.  The Advisor has  backtested  the  reliability  of the  principal
factors used in the valuation  model which, in  combination,  have  historically
proven to have statistically significant predictive power. These factors broadly
fall  into  the  following  categories:   macroeconomic  indicators,   valuation
indicators and market-specific factors.

      Each factor is assigned a numerical  value based on a scale  determined by
the  historic  ranges.  Based on the  arithmetical  sum of all such  values,  an
attractiveness ranking for each country in the Advisor's universe is produced on
a quarterly  basis.  The use of three different sets of variables in combination
results in a higher degree of  predictability  of the valuation  model's output.
Generally,  the factors are equally weighted. In a few instances a double weight
is assigned if the predictive power of a particular factor has historically been
very high, like yield curve analysis, which is relevant in all markets.

      The valuation model's total return expectations provide a relative ranking
in  descending  order  of  attractiveness  of all  countries  in  the  Advisor's
universe.  It is not the  Advisor's  approach  to make  country  "bets"  by, for
example,   significantly  overweighting  those  countries  showing  the  highest
expected return based on the output of the Advisor's  valuation  model.  Rather,
the Advisor  normalizes the distribution of country weights through the use of a
proprietary   risk-variance   matrix   that   establishes   for  each  market  a
minimum/maximum  weight  relative to the benchmark  (EAFE).  Since the Advisor's
country  allocation  valuation model cannot take into account  exogenous  events
impacting country stock market returns such as political  events,  social unrest
and currency turmoil, this matrix serves for risk control purposes.

      Before a decision is made to increase or lower a country  weight  based on
the  quantitative  output  of the  valuation  model,  the  Advisor  reviews  the
country's  fundamental  economic data that are not part of the country screening
process as well as its political situation. This systematic qualitative analysis
focuses on such  macroeconomic  data as GDP  growth,  external  trade  balances,
current account and balance of payments, external debt position and debt service
ratios,  foreign  reserve  position,  ability to finance  deficits  in  external
accounts,  fiscal and exchange rate policies,  private and public savings rates,
as well as inflationary trends.

      The  Advisor  believes  this  approach  to be  more  useful  than a  rigid
discipline  that ties the  magnitude  and  timing of shifts in  country  weights
directly to changes in the  expected  returns for each  country  produced by the
Advisor's   valuation  model  since  the  Advisor  does  not  employ   portfolio
optimization techniques.

      Normally,  the Fund will tend to be fully invested.  International  equity
markets have historically  demonstrated low correlation with one another,  so it
is extremely unlikely that the model would produce simultaneously negative total
return expectations for a large number of countries in the Advisor's universe so
as to trigger a significant temporary defensive move to cash.

194880.11
                                     -19-

<PAGE>




      For stock  selection  within each country,  the Advisor seeks to invest in
large- and medium-capitalization companies that have a long record of successful
operations in their core business and earnings growth through  increasing market
share and unit sales volumes.  Typically they occupy a leading position in their
industry,   have  demonstrated  a  high  degree  of   self-financing   and  have
consistently generated free cash flow.

      The Advisor's  stock  selection  process begins by screening a universe of
approximately  3000 stocks in a market  capitalization  range from approximately
$500 million to approximately  $100 billion.  The Advisor's screens are designed
to be representative of each market and generally cover a broad cross-section of
companies which together  account for about 70% of total market  capitalization.
The  Advisor's  approach is to look at  companies  whose  growth  factors can be
measured and  compared.  The  Advisor's  data series focus on low price to sales
ratios,  consistent earnings growth,  consistent operating margins, high returns
on equity  relative to price to cash flow, and healthy debt ratios.  The Advisor
defines cash flow as recurrent net profit plus  depreciation.  Furthermore,  the
Advisor analyzes the share price in relation to earnings before interest, taxes,
depreciation  and  amortization,  and looks at the underlying  trend of cash and
retained earnings.  The screens,  comprising multiple valuation ratios, are used
to ensure rigor and consistency in the Advisor's bottom-up research.

      The Advisor  supplements the above  quantitative  screening  process by an
analysis of certain qualitative criteria,  one of the most important of which is
to identify  strong,  stable and reliable  management that maintains a company's
market position through  consistent unit volume growth and gains in market share
rather than a reliance on price increases, exercises tight financial control and
fosters a culture of market responsiveness.

      Based on the Advisor's  ranking of  approximately  3000 stocks in about 35
different  international equity markets, the Advisor usually selects names which
appear in the top third of the quantitative  screens for each country.  Based on
the screening factors,  these stocks typically show low historical deviations of
annual  earnings,  high returns on equity and low debt levels.  Position size at
purchase  ranges from about 0.7% to 1% of total  portfolio  assets.  Within this
range  position size varies in proportion  to the market  capitalization  of the
company  within a given  country's  stock market.  The Advisor  normally  allows
positions to reach a maximum of approximately 5% of total assets.

      Shifts in  country  weight are the  principal  cause for  selling  stocks.
Stocks are sold if a country's maximum weight based on the risk-variance  matrix
has been  exceeded.  The Advisor may trim or sell positions if a name drops from
the top third of its  quantitative  screens  due to price  appreciation  or if a
company's fundamentals have deteriorated.

      Within each  country,  no conscious  sector  allocation  decision is made.
Sector allocation is the result of the stock selection within each country.

      The holding periods of the Fund's core holdings generally exceed one year.


194880.11
                                     -20-

<PAGE>



      For active  currency  risk  management,  the Advisor  employs a systematic
currency hedging approach based on a technical-trend-following model.

                     VONTOBEL EMERGING MARKETS EQUITY FUND

      Investment  Objective.  The investment  objective of the Emerging  Markets
Fund is to seek to achieve  long-term  capital  appreciation  by  investing in a
carefully selected and continuously  managed portfolio  consisting  primarily of
equity securities (including securities convertible into equity securities, such
as warrants,  convertible bonds, debentures or convertible preferred stock). The
investments  of the Emerging  Markets Fund will  consist  principally  of equity
securities of issuers in developing countries around the world.

      Investment Policies. The Emerging Markets Fund is designed for individuals
and  institutions who wish to diversify beyond their holdings of equities issued
by companies  whose  principal  offices are located in countries  with developed
equity markets which generally  includes the constituent  countries of the EAFE,
each a developed  market  country.  Investing in the  Emerging  Markets Fund can
provide international  diversity to an investor's existing portfolio of U.S. and
international equity securities and U.S. dollar and foreign currency denominated
bonds,  thereby  seeking to reduce  volatility  or risk over time.  The Emerging
Markets  Fund will invest most of its assets in equity  securities  of countries
which are considered to have  developing  equity markets.  The Emerging  Markets
Fund considers  countries having developing markets to be all countries included
in the EMF, generally  considered to be developing or emerging markets countries
by the  International  Bank for  Reconstruction  and Development  (more commonly
referred to as the World Bank) or the International Finance Corporation, as well
as countries that are classified by the United Nations or otherwise  regarded by
their authorities as developing.  Currently,  the countries not in this category
include Ireland, Spain, New Zealand,  Australia,  the United Kingdom, Italy, the
Netherlands,  Belgium,  Austria,  France, Canada,  Germany,  Denmark, the United
States, Sweden, Finland, Norway, Japan, Iceland,  Luxembourg and Switzerland. In
addition,  as used in this prospectus,  emerging markets equity securities means
(i) equity securities of companies the principal  securities  trading market for
which is an emerging market country,  as defined above,  (ii) equity  securities
traded in any market,  of companies  that derive a substantial  portion of their
total  revenue or potential  revenue  from either goods or services  produced in
developing countries or sales made in emerging market countries, or (iii) equity
securities of companies organized under the laws of, and with a principal office
in, an emerging market country.  Subject to investment limitations stated in the
Statement of  Additional  Information,  the Emerging  Markets Fund may invest in
shares  of  open  and  closed-end   investment  companies  that  acquire  equity
securities  of issuers in  emerging  markets  in which the Fund may  invest.  By
investing in shares of such investment companies,  the Fund would indirectly pay
a portion of the operating expenses, management expenses, and brokerage costs of
such  companies,  as well as those of the Fund.  Federal  securities laws impose
limits on such investments  with which the Fund will comply,  and may affect the
ability of the Fund to acquire or dispose of such shares.


194880.11
                                     -21-

<PAGE>



      The Advisor believes that global economic and political  developments have
helped to create new investment opportunities. In recent years some economies in
developing   countries  have  grown  faster  than  economies  in  industrialized
countries,  and some returns on equity  investments  in some of these  countries
have  been  superior  to  similar  investments  in the  U.S.  or  industrialized
countries.  In  addition,  the  share  of  global  stock  market  capitalization
accounted for by emerging markets  currently  amounts to approximately 15% which
compares  to  currently  40% for the U.S.  equity  markets and about 45% for the
developed countries.

      It is the  policy of the  Emerging  Markets  Fund to invest  primarily  in
equity securities which may achieve capital  appreciation by selecting companies
with superior  potential based on a series of macro and micro economic analyses.
The Emerging  Markets Fund may select its  investments  from companies which are
listed on a  securities  exchange or from  companies  whose  securities  have an
established over-the-counter market, and may make limited investments in "thinly
traded" securities.  (Please refer to "Investment Restrictions" in the Statement
of Additional Information).

      Under normal  circumstances  the Emerging  Markets Fund will have at least
65% of its total assets invested in developing  countries  around the globe. The
Emerging Markets Fund intends to diversify  investments  broadly among countries
and normally to have  represented  in the portfolio  business  activities of not
less than three different countries. It is anticipated that the Emerging Markets
Fund will invest in three or more of the countries in the following list,  which
is meant to be representative and not exhaustive:

Argentina
Brazil
Chile
China
Columbia
Czech Republic
Egypt
Ghana
Greece
Hong Kong
Hungary
India
Indonesia
Israel
Malaysia
Mexico
Pakistan
Panama
Peru
Philippines
Poland
Portugal

Russia
Singapore
South Africa
South Korea
Sri Lanka
Taiwan
Thailand
Turkey
Venezuela

      The  securities  the  Emerging  Markets Fund  purchases  may not always be
purchased on the principal market of the country.  For example,  ADRs,  European
Depositary Receipts ("EDRs"),  Global Depositary Receipts ("GDRs") or Registered
Depositary Certificates ("RDC") may be purchased if trading conditions make them
more  attractive than the underlying  security.  ADRs are described above in the
"Vontobel  International  Equity Fund" section.  Similar to ADRs, EDRs, GDRs and
RDCs represent  receipts for a foreign security issued in a location outside the
U.S.,  and may involve  risks  comparable  to ADRs, as well as the fact that the
EDR, GDR or RDC is itself issued outside the U.S. RDCs involve risks  associated
with Russian

194880.11
                                     -22-

<PAGE>



          securities  transactions.  Please refer to the Statement of Additional
          Information for more information on ADRs, EDRs, GDRs and RDCs.

      The selection of the  securities  in which the Emerging  Markets Fund will
invest will not be limited to companies of any particular size, or to securities
traded in any particular  marketplace,  and will be based only upon the expected
contribution such security will make to its investment objective.

      Since  the  Emerging  Markets  Fund  seeks to  achieve  long-term  capital
appreciation,  it will dispose of a security, regardless of the time it has been
held, to establish gains, to avoid anticipated reductions in value, or to reduce
or eliminate a position in a security  which is no longer  believed to offer the
potential for suitable gains.

      The Emerging Markets Fund may invest in securities that are neither listed
on a stock  exchange nor traded  over-the-counter,  including  privately  placed
securities.  Such  unlisted  equity  securities  may involve a higher  degree of
business and financial risk that can result in substantial  losses.  As a result
of the absence of a public trading market for these securities, they may be less
liquid  than  publicly  traded  securities.  The  Fund  may not  invest  in such
securities  that are  deemed to be  illiquid  in excess of 15% of the Fund's net
assets.  Securities  that  are  restricted  from  sale  to  the  public  without
registration  ("Restricted  Securities")  under the  Securities  Act of 1933, as
amended (the "1933 Act"), are deemed illiquid, except that Restricted Securities
that can be offered and sold to qualified  institutional buyers pursuant to Rule
144A under the 1933 Act may be deemed  liquid  under  guidelines  adopted by the
Board of  Directors of the  Company.  The Fund may assume a temporary  defensive
posture.  See  "Additional  Information on Policies and  Investments - Temporary
Defensive Positions" below. For additional information regarding investments and
a description of additional permitted investments,  see "Additional  Information
on Policies and Investments."

      Investment Strategy. The investment objective of the Emerging Markets Fund
reflects the Advisor's belief that investment  opportunities  may result from an
evolving long-term international trend favoring more market-oriented  economies,
a trend that may especially  benefit certain  countries having emerging markets.
This trend may be facilitated by local or international  political,  economic or
financial developments that could benefit the capital markets of such countries.
Certain  such  countries,  which  may  be in  the  process  of  developing  more
market-oriented  economies,  may  experience  relatively  high rates of economic
growth. Other countries, although having relatively mature emerging markets, may
also be in a  position  to  benefit  from  local or  international  developments
encouraging  greater  orientation and diminishing  governmental  intervention in
economic affairs.

      The Advisor's  emerging  markets equity approach is governed by its belief
that the  principal  factors  affecting  an equity  market's  returns  are, on a
country  allocation basis, the proportion of liquidity in the economy,  and on a
stock selection basis,  the growth of recurrent cash flow from  operations.  The
Advisor's investment approach involves two steps: (i) top-down

194880.11
                                     -23-

<PAGE>



country  allocation;  and (ii) bottom-up stock  selection.  The Advisor does not
currently actively manage currency risk.

      The  Advisor  currently  analyzes  the  equity  markets of  developing  or
emerging  markets  countries as described  above in  "Investment  Policies." The
Advisor also gives consideration to such factors as liquidity,  accessibility to
foreign  investors,  regulatory  protection  of  shareholders,   accounting  and
disclosure standards, transferability of funds and exchange controls, if any.

      The tendency of markets to overreact to short-term factors such as monthly
inflation data or quarterly  earnings results creates market valuations that may
deviate  significantly  from their  underlying  historical  values.  The country
allocation process aims to determine the relative  attractiveness of the markets
in the Advisor's  country universe by establishing a relationship  between their
current  valuations  and the amount of liquidity  available in their  respective
economies,  and then comparing that  relationship  with its historical norm. The
rigorous  use of  comparative  historical  data tends to reduce  subjective  and
speculative bias.

      The  Advisor's  country  allocation  process  is guided by the output of a
valuation  model that produces a total  expected  return range in local currency
for each country in the Advisor's investment  universe.  The data series used in
the  valuation  model  covers  extended  periods of market  history  for the EMF
universe.   These   factors   broadly  fall  into  the   following   categories:
macroeconomic indicators,  valuation indicators and market-specific factors. The
Advisor has  backtested  the  reliability  of the principal  factors  which,  in
combination,   have  historically  proven  to  have  statistically   significant
predictive power.

      The  Advisor  supplements  the  quantitative  analysis by an analysis of a
country's  current and expected level of economic  activity based on the conduct
of monetary and fiscal policy combined with ongoing evaluation of the underlying
economic dynamics created by short- and long-term investment flows.

      The valuation model's total return expectations produce a relative ranking
in  descending  order  of  attractiveness  of all  countries  in  the  Advisor's
universe.

      It is not the Advisor's  approach to make country  "bets" by, for example,
significantly  overweighting those countries showing the highest expected return
based on the  output of the  Advisor's  valuation  model.  Rather,  the  Advisor
normalizes the  distribution of country weights through the use of a proprietary
risk-variance  matrix that establishes for each market a minimum/maximum  weight
relative  to  the  benchmark  (EMF).  Since  the  Advisor's  country  allocation
valuation  model cannot take into account  exogenous  events  impacting  country
stock  market  returns  such as  political  events,  social  unrest and currency
turmoil, this matrix serves for risk control purposes.

      Before a decision is made to increase or lower a country  weight  based on
the  quantitative  output  of the  valuation  model,  the  Advisor  reviews  the
country's  fundamental  economic data that are not part of the country screening
process as well as its political situation. This systematic

194880.11
                                     -24-

<PAGE>



qualitative analysis focuses on such macroeconomic data as GDP growth,  external
trade balances, current account and balance of payments,  external debt position
and debt service ratios,  foreign reserve position,  ability to finance deficits
in external  accounts,  fiscal and exchange  rate  policies,  private and public
savings rates, as well as inflationary trends.

      The  Advisor  believes  this  approach  to be  more  useful  than a  rigid
discipline  which ties the  magnitude  and  timing of shifts in country  weights
directly to changes in the  expected  returns for each  country  produced by the
Advisor's  model  since  the  Advisor  does not  employ  portfolio  optimization
techniques.

      Generally,  the  Fund  tends to be fully  invested.  International  equity
markets have historically  demonstrated low correlation with one another,  so it
is extremely  unlikely  that the Advisor's  model would  produce  simultaneously
negative  total return  expectations  for a large number of the countries in the
emerging  markets  universe so as to trigger a significant  temporary  defensive
move to cash.

      Within each country in the Advisor's universe, the Advisor seeks to invest
in large- to medium-capitalization companies with solid prospects for consistent
and sustainable annual earnings growth. The Advisor's focus is on companies that
have a long record of successful  operations in their core business and earnings
growth through increasing market share and unit sales volumes.  Typically, these
companies occupy a leading position in their industry,  have demonstrated a high
degree of self-financing and have consistently generated free cash flow.

      The Advisor's  stock  selection  process begins by screening a universe of
approximately 2500 stocks in a market  capitalization  range generally in excess
of US $100 million.  The Advisor's  screens are designed to be representative of
each  market  and  generally  cover a broad  cross-section  of  companies  which
together  account for about 70% of total market  capitalization.  The  Advisor's
approach is to look at companies  whose growth factors can be reliably  measured
and  compared.  The  Advisor's  data series focus on low price to sales  ratios,
consistent  earnings  growth  and  operating  margins,  high  returns  on equity
relative to price to cash flow,  and healthy  debt ratios.  The Advisor  defines
cash flow as recurrent net profit plus  depreciation.  Furthermore,  the Advisor
analyzes  the share  price in  relation  to  earnings  before  interest,  taxes,
depreciation and amortization  ("EBITDA"),  and looks at the underlying trend of
cash and retained earnings.  The screens,  comprising multiple valuation ratios,
are used to ensure rigor and consistency in the Advisor's bottom-up research.

      The Advisor supplements the quantitative  screening process by an analysis
of  certain  qualitative  criteria,  one of the  most  important  of which is to
identify  strong,  stable and  reliable  management  that  maintains a company's
market position through  consistent unit volume growth and gains in market share
rather than a reliance on price increases, exercises tight financial control and
creates a culture of market responsiveness.

      Based on the Advisor's  ranking of  approximately  2500 stocks in emerging
markets,  the Advisor  concentrates  the Fund's  holdings on names which usually
appear in the top third of the

194880.11
                                     -25-

<PAGE>



Advisor's  equity  screens for each country.  Based on the  Advisor's  screening
factors,  these  stocks  typically  show low  historical  deviations  of  annual
earnings,  high returns on equity and low debt levels. At initial purchase,  the
Advisor  focuses on companies that are selling at a discount to their  long-term
growth rate.

      Shifts in  country  weight are the  principal  cause for  selling  stocks.
Stocks are sold if a country's maximum weight based on the risk-variance  matrix
has been  exceeded.  The Advisor may trim positions if a name drops from the top
third of its  quantitative  screen due to price  appreciation  or if a company's
fundamentals have deteriorated.

      Within each  country,  no conscious  sector  allocation  decision is made.
Sector  allocation is the result of the Advisor's  stock  selection  within each
country.

      Position size at purchase  ranges from  approximately  0.5% to 1.0% of the
Fund's total assets. Within this range position size varies in proportion to the
market  capitalization of the company within a given country's stock market. The
Advisor allows positions to reach a maximum of 5% of the Fund's total assets.


                     VONTOBEL EASTERN EUROPEAN EQUITY FUND

      Investment  Objective.  The investment objective of the E. European Equity
Fund is to seek to achieve  capital  appreciation  by  investing  in a carefully
selected and continuously managed diversified  portfolio consisting primarily of
equity securities (which are securities convertible into equity securities, such
as warrants,  convertible bonds, debentures or convertible preferred stock). The
investments of the Fund will consist principally of equity securities of Eastern
European countries.

      Investment Policies. The Fund is designed for individuals and institutions
who wish to diversify their  investment  programs in  international  equities to
take advantage of opportunities in the newly reorganized  capital and securities
markets of Central/Eastern Europe. The Fund normally will invest at least 65% of
its assets in equity  securities  of  companies  located  in or which  conduct a
significant   portion  of  their  business  in  countries  which  are  generally
considered to comprise Eastern Europe,  i.e., the member countries of the former
Warsaw Pact, including the European successor states of the former Soviet Union.
Currently,  the Fund invests principally in Hungary, the Czech Republic,  Poland
and Russia.  These countries are already at a relatively advanced stage in their
transition to a market-based economy. The Advisor believes that their relatively
well  developed  capital and stock  markets can handle  transactions  of a large
enough  size to permit fund  investment.  However,  trading  volume of the stock
exchanges  of these  markets may be  substantially  lower than that in developed
markets,  and the purchase and sale of  portfolio  securities  may not always be
made at an advantageous  price.  The Advisor  generally will decide when and how
much to invest in these  developing  markets based upon its  assessment of their
continuing development.


194880.11
                                     -26-

<PAGE>



      As stock markets in the region develop and more  investment  opportunities
emerge,  the Fund will broaden its portfolio to include  securities of companies
located in or which conduct a significant portion of their business in countries
in this  region.  As noted above,  investments  in equity  securities  issued by
companies  in  these  "developing  countries"  or  "emerging  markets,"  involve
exposure to economic structures that are generally less diverse and mature, with
political  systems  which  may have  less  stability  than  those of  "developed
countries."

      The Advisor  believes that economic and political  developments  in Europe
have helped to create new  opportunities.  In recent years a number of economies
in developed and developing  countries have grown faster than the U.S.  economy,
and the return on equity investments in these markets has often been superior to
similar  investments in the U.S. In addition,  the U.S.  stock market  presently
represents  approximately 40% of the capitalization of the world's stock markets
compared to  approximately  two-thirds in 1970.  Significant  growth of European
securities  markets,  coupled  with  advances  in  technology  and lower cost of
communications,   have  increased  the  globalization  of  securities   trading.
Therefore,  over the past few  years,  the  number of  investment  opportunities
outside of the U.S. has grown rapidly.  Despite this trend, however, Central and
Eastern European stocks are generally underrepresented in investment portfolios.
Therefore, the Fund offers a means to achieve equity exposure to this region.

      It is the  policy of the Fund to  invest  primarily  in equity  securities
which may achieve  capital  appreciation  by selecting  companies  with superior
potential based on a series of macro and micro economic  analyses.  The Fund may
select its investments from companies which are listed on a securities  exchange
or from companies whose securities have an established  over-the-counter market,
and may make limited  investments in "thinly traded" securities (please refer to
the "Investment Restrictions" in the Statement of Additional Information).

      The Fund may invest in other investment  companies which invest in Eastern
European  stocks.  By investing  in shares of such  investment  companies  which
invest exclusively in such countries, the Fund would indirectly pay a portion of
the  operating  expenses,  management  expenses,  and  brokerage  costs  of such
companies,  as well as those of the  Fund.  Federal  and state  securities  laws
impose  limits on such  investments  with  which the Fund will  comply,  and may
affect the ability of the Fund to acquire or dispose of such shares.

      The Fund intends to diversify  investments  broadly  among  countries  and
normally will have represented in the portfolio business  activities of not less
than three different countries. The securities the Fund purchases may not always
be purchased on the principal  market.  For example,  ADRs,  EDRs or GDRs may be
purchased if trading  conditions  make them more  attractive than the underlying
security.  ADRs are described above in the "Vontobel  International Equity Fund"
section and EDRs and GDRs are described above in the "Vontobel  Emerging Markets
Equity Fund" section.

          For  temporary  defensive  purposes,  the Fund  may hold  cash or debt
          obligations  denominated in U.S. dollars or foreign currencies.  These
          debt obligations include U.S. and

194880.11
                                     -27-

<PAGE>



foreign government securities and investment grade corporate debt securities, or
bank deposits of major international institutions.

      The selection of the  securities in which the Fund will invest will not be
limited to companies of any  particular  size,  or to  securities  traded in any
particular  marketplace,  and will be based only upon the expected  contribution
such security will make to its investment objective.

      Since the Fund seeks to achieve capital appreciation, it will dispose of a
security,  regardless of the time it has been held, to establish gains, to avoid
anticipated  reductions  of value,  or to reduce or  eliminate  a position  in a
security which is no longer  believed to offer the potential for suitable gains.
Portfolio turnover is expected not to exceed an annual rate of 100% under normal
circumstances.  Such a turnover rate may reflect  substantial short term trading
and corresponding brokerage costs which the Fund must pay.

      The E. European  Equity Fund may enter into forward  contracts to purchase
or sell foreign  currencies,  purchase and write covered call options on foreign
currencies and enter into contracts for the purchase or sale of foreign currency
futures as,  described in "Additional  Information on Policies and Investments -
Strategic Transactions" below.

      The E. European Equity Fund may assume a temporary defensive posture.  See
"Additional  Information  on Policies  and  Investments  -  Temporary  Defensive
Positions"  below.  For  additional  information  regarding  investments  and  a
description of additional permitted investments,  see "Additional Information on
Policies and Investments."

     Investment  Strategy.  The Advisor will seek to identify those countries in
the  Central/Eastern  European  region where economic and political  factors are
likely to produce above average long term returns, as well as those companies in
such countries that are best  positioned to take advantage of such  developments
or are most attractively  valued. The Fund's assets will be allocated  primarily
to the equity markets of those  countries  whose economies are likely to benefit
from strengthening  macroeconomic  forces as a result of their transition from a
centrally  planned  to  a  market-based  economy,  the  orderly  functioning  of
democratized  political  institutions,  flexible and viable  economic  policies,
persistent  privatization  efforts,  modernized  legal,  banking and  regulatory
frameworks,  as well as from  widespread  domestic and foreign support for their
respective national policies.

      The  Advisor's  approach is governed by its belief that the true  economic
value of companies in the newly emerging  markets of Eastern Europe is reflected
in their  ability  to  generate  consistent  growth of free cash flow based on a
sound and  verifiable  balance  sheet and profit and loss  accounts  prepared in
accordance with internationally accepted accounting principles.

     The equity markets of Eastern Europe are currently small by comparison with
those of the industrialized  nations of the Organization of Economic Cooperation
and Development, representing on average only approximately 5% of GDP versus 75%
in the U.S. The Fund

194880.11
                                     -28-

<PAGE>



invests only in equity  markets in countries  that (i) are in or have  completed
transition to a true free market  economy,  (ii) have a continued  commitment to
privatization,  and (iii)  follow  consistent  economic  policies.  All of these
criteria have to be fulfilled simultaneously for an equity market to qualify for
investment.

      The region's free market  economies and their equity  markets are in their
initial stages of development. Reliable historical macroeconomic data is scarce,
and most companies  whose shares are listed have  insufficiently  long operating
histories to permit meaningful  long-term  financial  analysis.  Therefore,  the
Advisor  selects  stocks using a thorough  bottom-up  analysis based on reliable
financial  statements  supported by regular visits of all companies in which the
Fund invests and which are candidates for investment.

      The Advisor in most cases  requires  companies  to present  their  balance
sheets  and profit  and loss  accounts  using  either  International  Accounting
Standards ("IAS") or U.S. generally accepted accounting  principles ("US GAAP").
If a company is unable or unwilling to supply the Fund with financials  prepared
in  accordance  with the  foregoing  accounting  standards,  the Advisor  either
refrains  from  investing or employs the local  office of a major  international
accounting firm to translate the financial  information  supplied into IAS or US
GAAP financial statements.

      The Advisor's stock selection  process begins by screening the universe of
companies in an  approximate  market  capitalization  range of $20 million to $4
billion or more. The screening  process  involves  quantitative  and qualitative
criteria.

      The  Advisor's  equity  screens  focus  first and  foremost on a company's
ability to generate consistently strong free cash flow. The Advisor defines free
cash  flow as net  income  plus  depreciation  and  amortization,  plus or minus
changes in working  capital minus  capital  investments  to sustain  current and
future  earnings  growth,  and minus  amounts used for retiring the principal of
outstanding  debt.  The  Advisor  also  screens  for strong  balance  sheets and
consistent growth in returns on equity.

      The most important  quantitative factors are aggregate amount of free cash
flow,  cash flow relative to total debt,  net cash to total  equity,  acid test,
current ratio,  inventory turnover,  asset growth, sales and unit volume growth,
and trend rate of growth in return on equity.

      On occasion  the Fund may also  invest in  companies  with  strong  growth
potential but that do not yet generate free cash flow. Such investments are made
only if there is a strong  probability  that they will be able to do so within a
time horizon of 12 to 18 months.

      The Advisor focuses on companies that  manufacture  and sell  commercially
viable products and services in growing markets,  both domestic and export,  and
have experienced, minority-shareholder-oriented management.


194880.11
                                     -29-

<PAGE>



      Based  on  the   Advisor's   own  two-year   earnings  and  balance  sheet
projections,  the Advisor calculates earnings and cash flow per share estimates.
The Advisor  discounts  two-year  cash flows to present  value using a composite
discount  rate,  based on local  interest rates to which is added a risk premium
for each market.

      The Advisor  corroborates  the valuation of fair market value by comparing
it against the company's historical multiples,  the forward multiples of similar
companies in the same industry in its domestic market,  the forward multiples of
similar  international  companies in the same industry and the overall  market's
forward multiple.

      The Advisor generally purchases stocks when they are trading at a discount
of about 25% to the Advisor's  calculation of fair market value, after adjusting
for the expected rate of inflation for the next 12 months,  the expected rate of
currency depreciation/devaluation,  if any, and an "illiquidity" discount of 10%
to allow for difficult markets at the time of sale.

      Generally,  stocks are sold when they reach fair value,  they underperform
the local index by more than 20% over a trailing six-month period or a company's
fundamentals  deteriorate  and neither  research nor  management can explain the
underlying cause. Stock positions generally are trimmed when market appreciation
causes them to exceed 5% of the Fund's total assets.

      Position  size at purchase  ranges from about 2% to 5% of the Fund's total
assets.  Within this range,  position  size varies in  proportion  to the market
capitalization  of the company within a given country's stock market.  Positions
generally are allowed to reach a maximum of 5% of the Fund's total  assets.  For
risk control  purposes,  the Advisor  generally  limits  investments in emerging
growth  companies with micro market  capitalizations,  i.e., $50 million or less
("micro-caps"),  to a maximum of about 2% of the Fund's total assets. The Fund's
allocation to micro-caps normally will not exceed approximately 25% of its total
assets.

      Normally, the Fund tends to be fully invested.

      Within each  country,  no conscious  sector  allocation  decision is made.
Sector allocation is a residual of the stock selection within each country.

      The holding periods of the Fund's core holdings generally exceed one year.

      The Fund  currently  does not  actively  manage  currency  risk.  Expected
currency  depreciation/devaluation  is part of the Advisor's  evaluation process
for determining a purchase price.


                       VONTOBEL INTERNATIONAL BOND FUND

     Investment  Objective.  The  investment  objective  of the Bond  Fund is to
maximize  total  return from  capital  growth and  income.  The Bond Fund offers
investors a convenient way to

194880.11
                                     -30-

<PAGE>



invest  in a  managed  portfolio  of  debt  securities  denominated  in  foreign
currencies  ("International"  securities).  The Bond Fund seeks to  achieve  its
objective of total return by investing in a continuously managed non-diversified
portfolio consisting primarily of high-grade international bonds.  International
bonds are defined as bonds issued (i) in countries  other than the U.S.; (ii) by
issuers  which are  organized in a country  other than the U.S. or have at least
50% of their  assets or derive at least 50% of their  revenues  in such  country
(notwithstanding the currency in which such bonds are denominated);  or (iii) by
national or international  authorities other than the U.S. The Advisor will seek
protection  and possible  enhancement  of principal  value by actively  managing
currency, bond market and maturity exposure and by security selection.

       The Bond Fund operates as a non-diversified fund for purposes of the 1940
Act, but will seek to qualify as a diversified  investment  company for purposes
of Subchapter M of the Code.

      Investment  Policies.  The  Bond  Fund is  designed  for  individuals  and
institutions who wish to diversify their  investment  programs to take advantage
of  opportunities  in  bond  markets  outside  the  U.S.  Direct  investment  in
international  securities is usually impractical for most individual and smaller
institutional investors.  Investors often find it difficult to purchase and sell
international  bonds, to obtain current  information about foreign entities,  to
hold  securities  in  foreign  safekeeping  and to  convert  the  value of their
investments  from foreign  currencies into U.S.  dollars.  The Bond Fund manages
these  concerns for the investor.  With a single  investment in the Bond Fund, a
shareholder  can benefit from the income and potential  capital  protection  and
appreciation  associated with a professionally  managed  portfolio of high-grade
international  bonds. The Advisor to the Bond Fund has had extensive  experience
investing  in  international  markets  and  dealing  with  trading,  custody and
currency transactions around the world. To achieve its objective,  the Bond Fund
will invest in a managed  portfolio of high-grade  international  bonds that are
denominated in foreign  currencies,  including bonds denominated in the European
Currency Unit ("ECU").

      In recent  years,  opportunities  for  investment  in  international  bond
markets have become more significant.  Foreign currency denominated bond markets
have grown faster than the U.S. dollar  denominated bond market in terms of U.S.
dollar market value and now represent more than half of the value of the world's
developed bond markets. Participants in the markets have grown in number thereby
providing  better  marketability.  A number of  international  bond markets have
reduced  entry  barriers to foreign  investors by  deregulation  and by reducing
their withholding taxes.

      Simultaneously   with  the  opening  of  foreign   markets,   barriers  to
international capital flows have been reduced or eliminated,  freeing investment
funds to seek the highest real returns.  Thus,  market conditions in one economy
influence  market  conditions  elsewhere  through the channel of global  capital
flows.   The  Bond  Fund  provides  a  convenient   vehicle  to  participate  in
international bond markets, some of which may outperform U.S. dollar denominated
bond markets in U.S. dollar terms during certain periods of time.


194880.11
                                     -31-

<PAGE>



      Although the Bond Fund is non-diversified,  investing in the Bond Fund can
provide  international  diversity to an  investor's  existing  portfolio of U.S.
dollar  denominated bonds ("U.S.  bonds"),  thereby reducing  volatility or risk
over time. Historically,  total returns of international bond markets have often
diverged from returns generated by U.S. bond markets. These divergences stem not
only from  fluctuating  exchange rates, but also from foreign interest rates not
always moving in the same  direction or magnitude as interest  rates in the U.S.
Investment  in the Bond Fund may provide the  international  bond  portion of an
investor's diversification program.

     International  bonds may provide,  at times, higher investment returns than
U.S. bonds. For example,  international  bonds may provide higher current income
than U.S. bonds and the local price of  international  bonds can appreciate more
than U.S. bonds.  Fluctuations in foreign currencies relative to the U.S. dollar
can potentially benefit investment returns. Of course, in each case, at any time
the  opposite  may  also  be  true.   Investments   in  the  Bond  Fund  provide
international  diversity  not only to an investor's  existing  portfolio of U.S.
bonds but also to an investor's  holdings of U.S. or international  equities and
other assets.

      The portfolio  investments  of the Bond Fund will be selected on the basis
of, among other things, yields, credit quality, and the fundamental outlooks for
currency and interest rate trends in different  parts of the globe,  taking into
account the ability to hedge a degree of currency or local bond price risk.  The
Bond  Fund  will  normally  invest  at least  65% of its  total  assets in bonds
denominated  in  foreign   currencies,   however,   generally  foreign  currency
denominated bonds will constitute 90% of its portfolio.

      The Bond Fund will invest in very high investment  grade  instruments that
will bear the rating of A or higher by Standard & Poor's  Ratings  Group ("S&P")
or A or higher by  Moody's  Investors  Service,  Inc.  ("Moody's"),  or  unrated
securities which the Advisor believes to be of comparable quality. The Bond Fund
reserves  the  right,  however,  to  invest  its  assets  in  lower  rated  debt
securities,  that is,  debt  securities  rated BBB by S&P or Baa by  Moody's  or
below,  but no lower than B by S&P or Moody's  or which are  unrated  but are of
comparable  quality as determined by the Advisor.  It will do so to avail itself
of the higher yields available with these securities.  The Bond Fund will invest
no more than 5% of its total assets in securities  rated below  investment grade
or which are unrated but are of comparable quality as determined by the Advisor.
Securities  rated  below  investment  grade  (i.e.,  below  BBB by S&P or Baa by
Moody's) entail greater risks than investment grade debt securities.  Securities
rated BB by S&P or Ba by Moody's  and below are  commonly  referred  to as "junk
bonds" and involve a high degree of  speculation  with respect to the payment of
principal and interest. (See "Special Risk Considerations.")

      The investments of the Bond Fund may include:

*    Debt securities issued or guaranteed by a foreign national government,  its
     agencies, instrumentalities or political subdivisions;


194880.11
                                     -32-

<PAGE>



*     Debt securities issued or guaranteed by supranational organizations (e.g.,
      European Investment Bank, Inter-American  Development Bank, the World Bank
      and other such organizations);

*     Corporate foreign debt securities;

*     Bank or bank holding company debt securities;

*     Other debt securities, including those convertible into common stock.

     The Bond Fund may purchase  securities which are not publicly  offered.  If
such securities are purchased, they may be subject to restrictions applicable to
restricted  securities.  Please see  "Additional  information  on  Policies  and
Investments - Investment Restrictions."

      The Bond Fund intends to select its  investments  from a number of country
and market  sectors.  It may invest  substantial  amounts in issuers from one or
more countries and would normally have investments in securities of issuers from
a minimum of three different countries; however, it may invest substantially all
of its assets in  securities  of issuers  located in the U.S.  for  temporary or
emergency purposes. A non-governmental  issuer will be considered to be "from" a
country in which it is organized, in which it has at least 50% of its assets, or
from which it derives at least 50% of its revenues.

      Under normal circumstances,  the Bond Fund will invest no more than 35% of
the value of its total assets in U.S. dollar debt securities, however, generally
it will invest less than 10% of its assets in U.S. dollar debt  securities.  The
Bond Fund may engage in strategic transactions,  as described below, for hedging
purposes and to seek to increase gain.

      To protect against adverse  movements of interest rates and for liquidity,
the Bond Fund may also  invest all or a portion of its net assets in  short-term
obligations  denominated in U.S. and foreign currencies such as, but not limited
to, bank deposits;  bankers'  acceptances;  certificates of deposit;  commercial
paper;  short-term  government,  government  agency,  supranational  agency  and
corporate obligations; and repurchase agreements.

      The Bond Fund does not engage in  short-term  trading due to the fact that
such practices would result in increased commissions and transactions costs. The
Bond Fund may assume a temporary defensive posture. See "Additional  Information
on Policies and Investments Temporary Defensive Positions" below. For additional
information  regarding  investments  and a description  of additional  permitted
investments, see "Additional Information on Policies and Investments."

     Investment  Strategy.  The Bond  Fund  seeks to  minimize  credit  risk and
maintain high liquidity. The Bond Fund is a "non-diversified" investment company
under Federal  securities laws, and therefore may invest a larger portion of its
assets in certain issuers,  including  foreign  governments and domestic issuers
other than the U.S. government. It may invest more than 5%

194880.11
                                     -33-

<PAGE>



of its assets in  government  debt  securities of the U.S.  However,  because it
intends  to  qualify  as  a  "regulated  investment  company"  for  purposes  of
Subchapter  M of the Code,  at least 50% of its total assets must be invested in
cash, U.S. government  securities,  and securities of issuers (including foreign
governments),  in which it has invested  not more than 5% of its assets.  In any
event, it does not intend to invest more than 5% of its assets in the securities
of any one issuer unless such  securities are issued or guaranteed by a national
government  and  will  not  invest  more  than 25% of its  total  assets  in the
securities  of any one  issuer or  national  government  (other  than the United
States).  (A regulated  investment  company is also limited in its  purchases of
voting  securities of any issuer;  the Bond Fund does not intend to purchase any
voting  securities,  except to the extent it  receives  such  securities  due to
conversion of convertible securities.)

      Because the Bond Fund is intended for  long-term  investors who can accept
the risks associated with investing in international bonds, investors should not
rely on an investment in the Bond Fund for their short-term  financial needs and
should  not  view  it  as  a  vehicle  for  playing  short-term  swings  in  the
international  bond and foreign exchange markets.  Shares of the Bond Fund alone
should not be regarded as a complete investment program.

      Total return from investment in the Bond Fund will consist of income after
expenses,  bond  price  gains (or  losses) in terms of the local  currency,  and
currency  gains (or  losses).  For tax  purposes,  realized  gains and losses on
currency  are  regarded as  ordinary  income and loss and could,  under  certain
circumstances,  have an impact on  distributions.  The value of the Bond  Fund's
portfolio  will  fluctuate  in response to various  economic  factors,  the most
important  of which are  fluctuations  in foreign  currency  exchange  rates and
interest rates.

      The  Advisor's  investment  approach  is  governed  by its belief that the
principal  factors  affecting  the total returns of the Fund are (i) the outlook
for the currency in which the underlying  securities are  denominated,  and (ii)
the  return  outlook in local  currency  for each bond  market in the  Advisor's
investment  universe.  The Advisor  believes  that  quality/sector  and security
selection  should  be aimed at  reducing  overall  portfolio  risk  rather  than
producing incremental return. In addition,  the Advisor believes that the effect
of interest rate and foreign currency  fluctuations on the Fund's returns can be
reduced through a systematic hedging strategy.

      The  management of the Fund involves  several  levels of  decision-making:
currency  exposure,  interest rate  sensitivity  within markets,  quality/sector
exposure  and issue  selection.  The  exclusion or inclusion of markets from the
Advisor's  market universe and the weighting of markets  relative to a benchmark
index cannot be determined without first evaluating currency exposure.

      The  Advisor's  investment  approach  involves  three steps:  (i) top-down
currency and market  allocation;  (ii)  management  of currency  risk and market
allocation;   and   (iii)   relative   value   analysis   (involving   maturity,
quality/sector and security selection).


194880.11
                                     -34-

<PAGE>



      The Advisor  analyzes  the 12  international  fixed income  markets  which
currently  constitute the J.P. Morgan World  Government Bond Index (ex-U.S.) and
the markets of Switzerland and Ireland,  as well as ECU fixed income markets. To
determine  currency and hence market  allocation,  the Advisor  produces monthly
forecasts  for both the currency and bond markets in each country in this market
universe.  These  forecasts  are based upon an analysis  of broad  macroeconomic
factors and economic  conditions,  including inflation and growth  expectations,
monetary and fiscal policy,  balance of payments and exchange  rates.  Technical
market  indicators  and  general  sentiment  are  also  assessed.  Based on this
macroeconomic  scenario,  the Advisor develops 3-, 6- and 12-month forecasts for
exchange  rates and bond market returns in local currency that form the basis of
the Advisor's investment strategy.

      The Advisor's  investment  process  begins with the  calculation  of total
local  currency  returns along the yield curve  (including  yields on short-term
investments)  for each market in the Advisor's  universe.  These projected local
currency returns are translated into U.S. dollar total returns. The Advisor then
establishes a relative  attractiveness ranking based on each market's forecasted
U.S. dollar returns, which forms the basis for the Advisor's currency and market
exposure decision.

      The Advisor seeks to maximize total return by overweighting  those markets
and currencies  showing the highest total  expected U.S.  dollar return based on
the Advisor's  ranking.  These total returns are adjusted for individual  market
risk based on  historical  volatility  and the  manager's  experience.  This may
result in significant over- or underweighting of individual fixed income markets
as well as the underlying currency exposure.

      The Fund's currency and bond market  weightings are reviewed on an ongoing
basis and compared  against the monthly  ranking of the markets in the Advisor's
universe according to their total return outlook in U.S. dollars. Shifts in bond
market weights are driven by changes in the relative  attractiveness ranking and
tend to be gradual. Since it is possible to increase or reduce currency and bond
market  exposure by using  derivatives,  it is not uncommon for a specific  bond
market's  weighing to differ from the  weighing of its  corresponding  currency.
Futures may also be employed to adjust portfolio risk in anticipation of foreign
currency  devaluations,  political  turmoil in countries  to whose  currency and
interest  rate policy the Fund's  portfolio is exposed,  or to address  expected
downgrades of an issuer's credit rating.

      If the need for rapid  adjustment  of market  exposure  manifests  itself,
exchange-traded  derivative  instruments are used (i) as hedging  instruments or
(ii) as instruments for tactical asset allocation, as described below.

      Hedging  against  negative  return impact caused by rising  interest rates
takes place through the sale of interest rate futures  contracts or the purchase
of put options on interest  rate futures  contracts.  The hedge ratio is derived
from the duration of the underlying fixed income investment(s). These techniques
are employed as  anticipatory  hedges to gain time to allow for the orderly sale
of  underlying  securities  in  response  to a  negative  assessment  of  market
conditions.  The  need  to  hedge  currency  risk in this  context  is  assessed
separately.

194880.11
                                     -35-

<PAGE>




      Due to changes in the  Advisor's  market return  forecasts,  it may become
necessary  from time to time to adjust  the  duration  of certain  fixed  income
investments  held in the Fund which are  denominated  in one or various  foreign
currencies.  In this event,  the Fund's cash  positions  can be  converted  into
synthetic bond positions through the purchase of interest rate futures contracts
or the  purchase of call options  thereon.  As a result,  portfolio  duration is
lengthened.  This technique  allows the Fund to make an immediate  adjustment to
portfolio duration pending the purchase of underlying positions.  Alternatively,
bond  positions  can be  converted  into  synthetic  cash  positions by means of
selling interest rate futures  contracts or the purchase of put options thereon,
thereby  shortening  portfolio  duration.  In all such  cases,  the  portfolio's
currency allocation does not change.

      If the U.S. dollar shows strength relative to a currency in which the Fund
holds  investments  in  excess  of  that  projected  in the  Advisor's  currency
forecast,  the  Advisor  hedges  positions  by buying U.S.  dollars  against the
foreign currency in the interbank  forward foreign exchange market or by selling
the currency in the futures and options markets.  Currency hedging decisions are
driven   by   a   systematic    currency    hedging    approach   based   on   a
technical-trend-following model, combined with fundamental analysis.

      Cash  may be held in  U.S.  dollars  and/or  in any of the  major  trading
currencies.  The Fund's cash  position  is first and  foremost a function of the
Advisor's  currency  allocation  decision  and  secondarily  a  function  of the
Advisor's  duration  selection.  If the outlook for U.S.  dollar cash returns is
more attractive than that for cash and bond returns in all other currencies, the
Fund will hold a U.S. dollar cash position generally not in excess of 25% of its
total assets.  Conversely,  if the outlook for foreign  currency cash returns is
more  attractive,  the Fund will hold  foreign cash  positions  not in excess of
approximately 25% of its total assets.

      Maturity selection is based on the Advisor's total return forecasts, i.e.,
the  Advisor  focuses on  investment  that the  Advisor  expects to produce  the
highest total return in local  currency  along the yield curve in each market in
the Advisor's  universe for the planned holding period.  Maturity  selection or,
more precisely,  duration selection,  is the second most important factor in the
Advisor's  process.  Duration is the expected life of a  fixed-income  security,
taking into  account its coupon  yield,  interest  payments,  maturity  and call
features.  Duration  attempts to measure  actual  maturity,  as opposed to final
maturity,  by  measuring  the average  time  required to collect all payments of
principal  and  interest.  The  duration  of a callable  bond,  also  called its
effective  duration,  may be considerably  shorter than its stated maturity in a
period of rising  interest  rates.  Thus,  as market  interest  rates rise,  the
duration  of  a  financial   instrument   decreases.   For  example,  a  30-year
conventional  mortgage  may have an  effective  duration of only 11 to 12 years,
which means the loan will probably be paid off in about one-third of the time it
is supposedly  carried by the originating  lender as an earning asset.  Duration
differs from other  measurements  such as average  life and half life.  Duration
measures the time  required to recover a dollar of price in present  value terms
(including  principal and interest),  whereas  average life computes the average
time needed to collect  one dollar of  principal.  The  Advisor's  selection  of
duration is based on the  Advisor's  total return  forecasts.  Particular  yield
curve shapes and/or  anomalies are also taken into account.  As indicated in the
preceding paragraph,

194880.11
                                     -36-

<PAGE>



          U.S.  dollar  and/or  foreign  cash  positions  are a function of both
          currency allocation and duration selection decisions.

      Foreign   government,   governmental   agency  and  supranational   agency
obligations and foreign currency Eurobond issues represent the most common types
of investment used in the Fund's portfolio construction.  Credit quality of most
issuers in these  markets tends to be very high.  Quality and sector  management
are therefore not as complex as for domestic U.S. bonds. The Advisor focuses its
issue  selection on the highest  credit quality since  opportunities  to achieve
significant incremental returns in sector selection are limited.

      Issue  selection  within  the  quality  constraints  referred  to above is
principally  aimed at achieving  duration and yield curve targets  determined in
accordance with the Advisor's top-down market allocation decisions.  The Advisor
is  conscious of the need for  liquidity  and  therefore  invests only in issues
within a sector that have the greatest  future  marketability,  as determined by
quality of issuer,  issue size, number of market makers,  and bid/offer spreads.
Since in most markets the Advisor  purchases  government bonds, the liquidity of
portfolio holdings is usually very high.

      The  Advisor's aim is to buy those fixed income  securities  that are most
reasonably  priced as measured in terms of the yield spread against a comparable
government  bond or, in the case of a government  bond, if the Advisor  believes
that  it  is  undervalued  relative  to  its  peers.  At  purchase  the  Advisor
establishes  positions of up to a maximum of 5% of the Fund's total assets.  The
Advisor also gives  consideration  to such  factors as liquidity  (tradability),
legal   protection  of   bondholders,   accounting  and  disclosure   standards,
transferability  of funds and the risk of  imposition of exchange  controls,  as
well as the tax treatment of interest and capital gains.

      Positions  are sold (i) as a result  of  shifts  in  currency  and  market
weights, (ii) as a result of duration adjustments, (iii) if the underlying bonds
become  expensive  relative to the government  bond,  (iv) in response to sector
selection,  (v) based on a negative credit review of an issuer,  or (vi) if cash
becomes a more attractive investment alternative.

      The most  critical  determinants  of  performance  (total  return  in U.S.
dollars) are  strategic  decisions as to currency  exposure  and  duration.  The
Advisor  therefore  refrains  from  switching  among  issues to boost  portfolio
return;  any  incremental  benefit would likely be offset by trading costs since
bid/ask spreads in international  fixed income markets can be wider than in U.S.
domestic  markets.  Trading  activity is usually governed by  implementation  of
strategic changes in portfolio  composition,  which are usually  infrequent,  so
portfolio turnover is generally low.

                      VONTOBEL EASTERN EUROPEAN DEBT FUND

      Investment  Objective.  The  investment  objective of the E. European Debt
Fund is to maximize total return from capital  growth and income.  The Fund will
seek to  achieve  this  objective  by  investing  in a  carefully  selected  and
continuously  managed  non-diversified  portfolio  consisting  primarily of debt
instruments issued by borrowers located in Eastern European

194880.11
                                     -37-

<PAGE>



countries.  The  Advisor  will  seek  protection  and  possible  enhancement  of
principal  value by actively  managing debt market and maturity  exposure and by
security selection.

      The Fund operates as a non-diversified  fund for purposes of the 1940 Act,
but will seek to qualify as a  diversified  investment  company for  purposes of
Subchapter  M of the  Code.  As a  "non-diversified"  investment  company  under
Federal  securities  laws, the Fund may invest a larger portion of its assets in
certain issuers,  including foreign  governments and domestic issuers other than
the U.S. government. It may invest more than 5% of its assets in government debt
securities  of the U.S.  However,  because it intends to qualify as a "regulated
investment  company" for purposes of  Subchapter M of the Code,  at least 50% of
its total  assets must be  invested in cash,  U.S.  government  securities,  and
securities of issuers (including foreign governments),  in which it has invested
not more than 5% of its assets.

      Investment Policies. The Fund is designed for individuals and institutions
that  wish  to  diversify  their  investment   programs  to  take  advantage  of
opportunities  in  the  developing  debt  markets  of  Eastern  Europe.   Direct
investment in these markets is generally  impractical  for most  individual  and
smaller institutional  investors.  Investors often find it difficult to purchase
and sell debt instruments in this region,  to obtain current  information  about
borrowers  located in the  countries of Eastern  Europe,  to hold  securities in
foreign  safekeeping and to convert the value of their  investments from foreign
currencies into U.S. dollars.  The Fund manages these concerns for the investor.
With a single  investment in the Fund,  shareholders can benefit from the income
and potential  capital  appreciation  associated with a  professionally  managed
portfolio of Eastern  European debt  instruments.  The Advisor has had extensive
experience investing in international markets and dealing with trading,  custody
and currency  transactions around the world. To achieve its objective,  the Fund
will invest in a managed  portfolio of debt  instruments that are denominated in
Eastern European currencies, including bonds denominated in Deutsche Marks, U.S.
dollars and ECUs.

      In  recent  years,  some  of the  Eastern  European  countries  have  made
significant progress in their efforts to become market-oriented economies. Those
nations  making  the most  successful  transitions  include  Poland,  the  Czech
Republic, Hungary, Slovakia,  Slovenia, the Baltic states and to a lesser extent
Russia. The  transformation  from centrally planned economies to market oriented
economies  has  led  to the  creation  of  financial  markets  in  all of  these
countries.  The opening of these markets has led to the reduction or elimination
of  barriers  to  international   capital  flows,   presenting   investors  with
opportunities for investment seeking the highest real returns. The Fund provides
a convenient  vehicle to  participate  in the  emerging  debt markets of Eastern
European  countries,  some of which may outperform U.S. dollar  denominated bond
markets and the bond markets of other developed countries during certain periods
of time.

     The Fund can provide  international  diversity  to an  investor's  existing
portfolio of U.S. dollar denominated bonds and U.S. and international  equities,
thereby  reducing  volatility  or risk over  time.  Debt  instruments  issued by
Eastern European borrowers may provide,  at time, higher investment returns than
U.S. bonds. For example,  such bonds may provide higher current income than U.S.
bonds and the local price of such bonds can appreciate more than U.S. bonds.

194880.11
                                     -38-

<PAGE>



Fluctuations in foreign  currencies  relative to the U.S. dollar can potentially
benefit  investment  returns.  Of course, in each case, at any time the opposite
may also be true.

The  portfolio  investments  of the Fund will be selected on the basis of, among
     other things,  yields,  credit quality,  and the  fundamental  outlooks for
     currency  and  interest  rate  trends  in the  different  Eastern  European
     countries.  The Fund will normally  invest at least 65% of its total assets
     in debt instruments denominated in foreign currencies.  Generally, however,
     foreign  currency  denominated  debt instruments will constitute 90% of its
     portfolio.

      The Fund will invest  principally in  instruments  that bear the rating of
BBB or better by S&P or Baa or higher by Moody's, or unrated securities that the
Advisor believes to be of comparable quality to such instruments with ratings of
BBB or higher by S&P or Baa or higher by Moody's.  Due to the relative  scarcity
and small size of many securities  offerings in the Eastern European market, the
number of securities  that are rated by S&P and Moody's is limited.  The Advisor
reserves  the right to  determine  that  certain  securities  are of  comparable
quality where such  securities  have not been rated due to the small size of the
offering  or other  factors.  The Fund will  invest no more than 5% of its total
assets in securities  rated below  investment grade or which are unrated but are
of  comparable  quality  to such  securities  rated  below  investment  grade as
determined by the Advisor.  Securities rated below investment grade (i.e., below
BBB by S&P or Baa by Moody's)  entail greater risks than  investment  grade debt
securities.  Securities  rated BB by S&P or Ba by Moody's and below are commonly
referred  to as "junk  bonds"  and  involve a high  degree of  speculation  with
respect to the payment of principal and interest.

      The investments of the Fund may include:

*    Debt  securities  issued or  guaranteed  by an  Eastern  European  national
     government, its agencies, instrumentalities or political subdivisions;

*    Corporate  debt  instruments   issued  by  borrowers  in  Eastern  European
     countries;

*     Eastern European Bank or bank holding company debt securities; and

*     Other debt securities, including those convertible into common stock.

      The Fund may purchase  securities that are not publicly  offered.  If such
securities  are  purchased,  they may be subject to  restrictions  applicable to
restricted securities.

      The Fund  intends to select its  investments  from a number of country and
market sectors.  The Fund may invest substantial  amounts in issuers from one or
more countries and will normally have  investments in securities of issuers from
a minimum of three different  countries;  it may, however,  invest substantially
all of its assets in securities of issuers  located in the U.S. for temporary or
emergency purposes. A non-governmental issuer will be considered to be

194880.11
                                     -39-

<PAGE>



"from" a country in which it is  organized,  in which it has at least 50% of its
assets, or from which it derives at least 50% of its revenues.

      Under normal  circumstances,  the Fund will invest no more than 35% of the
value of its total assets in U.S. dollar debt  securities.  Generally,  however,
the Fund will invest less than 10% of its assets in U.S. dollar debt securities.

      Short-term  investments.  To protect against adverse movements of interest
rates and for  liquidity,  the Fund may also  invest all or a portion of its net
assets in short-term  obligations  denominated  in U.S. and foreign  currencies,
such as, but not limited to, bank deposits;  bankers' acceptances;  certificates
of  deposit;   commercial  paper;  short-term  government,   government  agency,
supranational agency and corporate obligations; and repurchase agreements.

      The Fund does not engage in  short-term  trading due to the fact that such
practices would result in increased  commissions and transaction costs. The Fund
may assume a  temporary  defensive  position.  See  "Additional  Information  on
Policies and Investments - Temporary Defensive  Positions" below. For additional
information  regarding  investments  and a description  of additional  permitted
investments, see "Additional Information on Policies and Investments."

      Investment Strategy.  The Advisor's Eastern European fixed income approach
is governed by the  Advisor's  belief that the principal  factors  affecting the
U.S.  dollar total  returns of an emerging  markets debt  portfolio  are (1) the
macroeconomic  fundamentals  in each country which are reflected in the currency
and fixed income yield outlook,  and (2) the credit quality of sovereign risk in
each  country.  Quality/sector  and  security  selection  are aimed at  reducing
overall  portfolio risk rather than producing  incremental  return. In addition,
because fixed income markets of emerging market  countries are more  susceptible
to abrupt and  significant  interest rate and currency  fluctuations  than their
counterparts  in more  mature  economies,  the  Advisor  attempts  to reduce the
adverse effects on portfolio returns of such  fluctuations  through a systematic
hedging strategy.

      The Advisor's Eastern European fixed income approach involves four steps:

- -    Evaluation  of country  risk 
- -    Top-down  currency  and market  allocation 
- -    Management of currency risk and market allocation 
- -    Relative value analysis (involving maturity, quality/sector and security 
     selection)

      Market selection from the Advisor's  country universe and the weighting of
markets  relative  to a  benchmark  index  cannot be  determined  without  first
evaluating the credit risk of each country's market.

      In each country in the Advisor's market universe, the Advisor analyzes GDP
growth,  inflation,  nominal wage increases, the budget balance and GDP, current
account, public

194880.11
                                     -40-

<PAGE>



indebtedness,  international  reserve  position,  level of foreign debt and debt
service  capacity,  fiscal policy and foreign exchange and monetary  policy,  as
well as the political  situation,  International  Monetary Fund ("IMF")  stance,
degree of liberalization of foreign exchange and fixed income markets, liquidity
and transaction costs.

               Countries  will not or no longer  qualify  for  inclusion  in the
               Advisor's market universe, if

            -     there is a lack of co-operation with the IMF;
       
            -    a borrower  defaults  on its debt  instruments  issued in local
                 currency or in Eurocurrencies;
        
            -    there is no effective legislation, or history of interpretation
                 of existing laws on taxation of foreign holders of local 
                 currency debt;
          
            -     trade settlement risks and procedures are not acceptable to 
                  the Advisor;  and
            
            -    the country's debt service capacity shows a declining trend (i.
                 e.,  average life of  Eurocurrency  debt is  reduced by 30% 
                 within a year and the median life of  outstanding  foreign debt
                shows a negative  trend and is less than 1.5 years.

      In  addition,  each  country must have  liberalized  its foreign  currency
markets to allow  foreign  holders of local  currency  debt to convert  all debt
service payments into foreign currency and repatriate such foreign currency.

      In order for Eastern European debt markets to be included in the Advisor's
investment  universe,  the markets must pass the Advisor's  qualitative  country
risk screen.

      The Advisor's  investment universe  encompasses two distinct markets:  (1)
the local  currency debt markets of Eastern  Europe,  the Russian market and the
markets of the newly formed  countries that belonged to the former Soviet Union,
and (2) the  Eurocurrency  markets  that are used by public and  private  sector
borrowers in the Advisor's market universe to raise capital in the major trading
currencies,  including the U.S.  dollar.  For investments in local currency debt
instruments,  the  Advisor's  core  markets  are the Czech  Republic,  Slovakia,
Hungary, Poland, Slovenia, the Baltic states, Croatia, Romania and Russia.

      To determine market allocation,  the Advisor employs proprietary forecasts
with which the Advisor  produces a monthly matrix of projected  total returns in
U.S. dollars of debt instruments  denominated in local currency for each country
in the Advisor's investment universe, as well as Eurocurrency instruments issued
by borrowers in those  countries.  These  projected  returns are produced on the
basis  of  official  forecasts  published  by the  IMF  and  European  Bank  for
Reconstruction and Development  ("EBRD"),  projections  prepared by the research
departments of large  international  brokerage  houses and forecasts of at least
one independent  domestic  forecaster in each country,  as well as the Advisor's
proprietary projections.


194880.11
                                     -41-

<PAGE>



      For  local  currency   markets,   and  for   instruments   denominated  in
Eurocurrencies,  the Advisor  produces on a monthly basis total return forecasts
in U.S. dollars across the available  maturity  spectrum.  On the basis of these
total return  forecasts,  the Advisor  determines  which  instruments  and which
maturities are the most attractive for investment in each country.

      Market weights are generally determined by positioning the portfolio so as
to produce what the Advisor expects to be an optimal  risk/reward profile on the
basis of the total return forecasts  adjusted for expected  volatilities.  Since
data series of a sufficiently long duration to produce statistically  meaningful
correlation coefficients of intermarket total returns are not yet available, the
Advisor has at all times at least three  markets  represented  in the  Advisor's
portfolio,  each  weighted with at least 15% of the Fund's total assets in order
to achieve a minimum level of diversification.

      Eastern European debt markets are characterized by limited liquidity, high
transaction  costs and  restricted  availability  of  hedging  instruments.  The
Advisor therefore positions the Fund at all times to reflect these circumstances
through rigid security  selection and by  constructing  a maturity  profile that
provides adequate liquidity.  Generally,  short-term instruments issued in local
currency are held to maturity.

      If  the  qualitative  criteria  of a  country's  fixed  income  market  in
combination  are expected to produce a negative  trend for the  country's  fixed
income markets,  the Advisor increases the risk factor  (volatility) used in the
total return forecast matrix for that country. This causes a downward adjustment
of the weight assigned to the country's fixed income markets in the Fund. Events
that  give  rise to such  adjustments  include  upward  revisions  in  projected
inflation rates,  downward revisions of GDP growth rates,  upward adjustments of
projected  budget deficits and  deterioration  of a country's  foreign  exchange
reserve position.

      If the U.S. dollar shows strength relative to a currency in which the Fund
holds  investments  in  excess  of  that  projected  in the  Advisor's  currency
forecast,  the  Advisor  hedges  positions  by buying U.S.  dollars  against the
foreign  currency in the interbank  forward foreign currency  exchange  contract
market or by selling the  currency  in the futures and options  markets (if such
instruments  are available in the different  markets).  The Advisor also employs
proxy hedges in instances  where direct  hedges are  difficult to  establish.  A
proxy hedge is a hedge against  another  currency or basket of currencies  which
are closely correlated to the currency in which the Fund holds a position.

      The Advisor  attempts to protect the Fund against  negative  return impact
caused by rising interest rates by selling  interest rate future contracts or by
purchasing put options on interest rate futures contracts in those markets where
such  instruments  are  available.  This  hedging  technique  is used mostly for
Eurocurrency  instruments  because effective interest rate risk management tools
for local currency debt instruments have not yet evolved.

     Cash may be held in U.S.  dollars  and/or  in any of the  Eastern  European
currencies.  The Fund's cash  position  is first and  foremost a function of the
Advisor's currency allocation

194880.11
                                     -42-

<PAGE>



decisions and secondarily a function of the Advisor's  duration  selections.  If
the outlook for U.S.  dollar cash returns is more  attractive than that for cash
and bond returns in all other currencies,  the Fund will hold a U.S. dollar cash
position of up to 35% of the Fund's total assets. Conversely, if the outlook for
Eastern European  currency cash returns is more  attractive,  the Fund will hold
foreign cash  positions of up to 25% of the Fund's  total  assets.  From time to
time,  the Advisor may hold up to 90% of the Fund's total assets in  securitized
money market instruments,  such as government  short-term paper,  treasury bills
issued by  governments  of  Eastern  European  countries,  commercial  paper and
corporate short-term paper with maturities of up to one year.

      Maturity  selection  is based on the  Advisor's  total  return  forecasts.
Currently,  most  local  currency  debt  instruments  tend  to  have  short-term
maturities  of one year or less.  Eurocurrency  instruments,  on the other hand,
that have  short- to  intermediate-term  maturities,  generally  are priced at a
spread over the interest rate applicable to the same-maturity government bond of
the country in whose currency the debt instrument is issued.

      The Advisor focuses on issuers of the highest available credit quality and
uses international and supranational  issuers with credit ratings at least equal
to those of local borrowers.  Quality and sector management are therefore not as
complex as for  domestic  U.S.  bonds.  Because  the  Advisor  focuses its issue
selection on the highest  available  credit  quality,  opportunities  to achieve
significant incremental returns in sector selection are limited.

      Issue  selection  within  the  quality  constraints  referred  to above is
principally  aimed at achieving  duration and yield curve targets  determined in
accordance with the Advisor's top-down market allocation  decision.  The Advisor
is  conscious of the need for  liquidity  and  therefore  invests only in issues
within  a  sector  which  the  Advisor   deems  to  have  the  greatest   future
marketability.

      The Advisor's aim is to buy those debt securities that are most reasonably
priced as measured in terms of the yield spread against a comparable  government
bond or, in the case of Eastern  European  local  currency  instruments,  if the
Advisor  believes that the instrument is undervalued  relative to its peers.  At
purchase  the  Advisor  establishes  positions  of up to a maximum of 10% of the
Fund's total assets.  Given that the Advisor's  investment  universe consists of
newly emerging markets, the Advisor pays particular attention to such factors as
liquidity  (tradability),  legal  protection  of  bondholders,   accounting  and
disclosure  standards,  transferability  of  funds,  the risk of  imposition  of
exchange controls and settlement risks, as well as the tax treatment of interest
and capital gains.

      Positions  are sold (1) as a result of market  disruptions  that lead to a
change in the country  allocation  weight, (2) as a result of shifts in currency
and market weights,  (3) in the case of Eurocurrency  debt  instruments,  due to
valuation  reasons,  (4) due to deterioration of credit quality,  or (5) if cash
becomes  a  more  attractive  investment  alternative.  The  Advisor  determines
high/low  price target ranges for each position in the Fund's  portfolio,  which
are reviewed

194880.11
                                     -43-

<PAGE>



     monthly.  Such  targets  are  based  on  historical   volatilities  of  the
underlying debt instruments and serve as profit and stop-loss targets.

      The most  critical  determinants  of  performance  (total  return  in U.S.
dollars) are strategic decisions as to country allocation and currency exposure.
The Advisor  therefore  refrains from switching  among issues to boost portfolio
return.  Given  generally  lower levels of market  liquidity and relatively high
transaction  costs, the Advisor tends to hold short-term  issues  denominated in
local   currency  to  maturity.   Trading   activity  is  usually   governed  by
implementation of strategic changes in portfolio composition,  which are usually
infrequent, and consequently, portfolio turnover is generally low.

              ADDITIONAL INFORMATION ON POLICIES AND INVESTMENTS

      Repurchase  Agreements.  As a means of earning income for periods as short
as  overnight,  the Funds may without  limit enter into  repurchase  agreements,
which are collateralized by U.S. government securities in which it may otherwise
invest, with selected banks and broker/dealers.  Under a repurchase agreement, a
Fund acquires  securities,  subject to the seller's agreement to repurchase at a
specified  time and price.  The Fund requires the party  obligated to repurchase
the  securities to provide it with  collateral for that  obligation.  Repurchase
agreements  are  considered  to be loans under the 1940 Act.  The Fund may enter
into repurchase  commitments  for investment  purposes for periods of 30 days or
more.  Such  commitments  involve  investment  risk  similar  to  that  of  debt
securities  in which it invests.  For purposes of the tax  diversification  test
under Subchapter M of the Code,  repurchase  agreements are likely to be treated
as  securities  issued  by the  seller  and  subject  to  the  "5%  per  issuer"
requirement  noted above.  If the seller under a  repurchase  agreement  becomes
insolvent,  the Fund's right to dispose of the securities may be restricted.  In
the event of the  commencement  of  bankruptcy or  insolvency  proceedings  with
respect to the seller of the  securities  before  repurchase  of the  securities
under a  repurchase  agreement,  the Fund may  encounter  delay and incur  costs
before being able to sell the securities. Also, the value of such securities may
decline before it is able to dispose of them.

      Reverse  Repurchase  Agreements.  As a means of enhancing income, the Bond
and E. European  Debt Funds may enter into reverse  repurchase  agreements  with
selected banks and broker/dealers.  Under a reverse repurchase agreement, a fund
sells  securities  subject to an obligation to repurchase  those securities at a
specified  time and price.  In order to comply with U.S.  regulatory  conditions
applicable to investment  companies,  the Fund will recognize gains or losses on
such obligations each day, and will segregate cash, U.S. government  securities,
or other  high-grade  debt  instruments  in an amount  sufficient to satisfy its
repurchase  obligation,  will mark the value of the assets to market daily,  and
post  additional  collateral  if  necessary.  The Fund may  invest  the  payment
received for such  securities  prior to fulfilling  its obligation to repurchase
the securities.  Reverse  repurchase  agreements are considered to be borrowings
under the 1940 Act.  Therefore,  the Fund's  investment  in  reverse  repurchase
agreements  is  subject  to the  borrowing  limitations  of the  1940  Act  (See
"Investment  Restrictions" in the Statement of Additional  Information).  If the
buyer under a repurchase agreement becomes insolvent, the

194880.11
                                     -44-

<PAGE>



Fund's right to reacquire its  securities  may be impaired.  In the event of the
commencement of bankruptcy or insolvency  proceedings  with respect to the buyer
of the securities before repurchase of the securities under a reverse repurchase
agreement, it may encounter delay and incur costs before being able to apply the
cash held to purchase replacement securities. Also, the value of such securities
may increase before it is able to purchase them.

      When-issued  Securities.  The Emerging Markets and Bond Funds may purchase
securities on a when-issued or forward  delivery basis, for payment and delivery
at a later  date.  The  price  and  yield  are  generally  fixed  on the date of
commitment to purchase.  During the period between  purchase and settlement,  no
interest accrues to the Fund. At the time of settlement, the market value of the
security may be more or less than the purchase price. The Fund reflects gains or
losses on such  commitments each day, and segregates  assets  sufficient to meet
its obligation pending payment for the securities.

      Strategic  Transactions.  Each of the Funds may,  but is not  required to,
utilize various other investment  strategies as described below to hedge various
market risks (such as interest  rates,  currency  exchange  rates,  and broad or
specific  fixed-income market movements),  to manage the maturity or duration of
fixed-income  securities,  or to enhance  potential  gain.  Such  strategies are
generally accepted as modern portfolio  management and are regularly utilized by
many mutual funds and other institutional investors.  Techniques and instruments
may  change  over  time as new  instruments  and  strategies  are  developed  or
regulatory changes occur.

      In the  course  of  pursuing  these  investment  strategies,  the Fund may
purchase and sell  exchange-listed and  over-the-counter put and call options on
securities,  fixed-income indices and other financial instruments,  purchase and
sell  financial  futures  contracts  and  options  thereon,  enter into  various
interest rate  transactions such as swaps,  caps,  floors or collars,  and enter
into various currency  transactions such as forward foreign currency  contracts,
foreign  currency  futures  as  defined  below,  currency  swaps or  options  on
currencies  (collectively,  all the above are called "Strategic  Transactions").
Interest  rate swaps  involve the exchange by a fund with another party of their
respective commitments to pay or receive interest, e.g., an exchange of floating
rate  payments  for fixed rate  payments  with  respect to a notional  amount of
principal. The purchase of a cap entitles the purchaser to receive payments on a
notional  principal  amount from the party selling such cap to the extent that a
specified index exceeds a predetermined interest rate or amount. The purchase of
a floor  entitles  the  purchaser  to receive  payments on a notional  principal
amount from the party  selling  such floor to the extent that a specified  index
falls below a predetermined  interest rate or amount.  A collar is a combination
of a cap and a floor that  preserves  a certain  return  within a  predetermined
range of interest rates or values.

      The Advisor does not, as a general  rule,  intend  regularly to enter into
strategic transactions for the purpose of reducing currency and market risk, for
two reasons. First, for the E. European Equity Fund, since financial derivatives
in  Eastern  European  markets  currently  must  be  tailor-made  to the  Fund's
specifications,  they are extremely costly and illiquid instruments, and as such
do not offer a  cost-effective  way to reduce currency and market risk.  Second,
each of the Funds is intended for investors with a long-term  investment horizon
and it

194880.11
                                     -45-

<PAGE>



is the Advisor's view that any short-term  losses due to  fluctuations  in local
currencies or stock market values will be compensated  over the long term by the
capital appreciation of the portfolio securities. Notwithstanding the foregoing,
the Advisor may, from time to time as circumstances dictate, engage in strategic
transactions as described herein.

      Currency  risk is assessed  separately  from equity  analysis.  To balance
undesirable  currency risk, each of the  International  Equity Fund, E. European
Equity Fund and Bond Fund (each, an "International Fund") may enter into forward
contracts  to  purchase  or  sell  foreign  currencies  in  anticipation  of the
International  Fund's currency  requirements,  and to protect  against  possible
adverse movements in foreign exchange rates.  Although such contracts may reduce
the risk of loss due to a decline  in the value of the  currency  which is sold,
they also limit any  possible  gain which might  result  should the value of the
currency rise.  Foreign  investments  which are not U.S. dollar  denominated may
require the  International  Fund to convert  assets into foreign  currencies  or
convert assets and income from foreign currencies to dollars. Normally, exchange
transactions will be conducted on a spot or cash basis at the prevailing rate in
the  foreign  exchange  market.  However,  the  investment  policies  permit the
International  Fund to enter into forward foreign currency exchange contracts in
order to provide  protection  against  changes in foreign  exchange  rates.  Any
transactions in foreign  currencies will be designed to protect the dollar value
of the assets  composing  or selected to be acquired or sold for the  investment
portfolio of the International  Fund; the International  Fund will not speculate
in foreign  currencies.  In addition,  because the exchange rate of some Eastern
European  currencies  may  be  linked  to a  basket  of  convertible  currencies
including the U.S. dollar and the deutschemark, the Advisor may elect, from time
to time as circumstances  dictate, to reduce the effect of currency fluctuations
on the value of existing or anticipated  holdings or sales proceeds of portfolio
securities  by proxy  hedging.  For more  information,  see  sections on forward
foreign  currency  contracts  and proxy  hedging in the  Statement of Additional
Information.

      Each  International  Fund may purchase  and write  covered call options on
foreign  currencies for the purpose of protecting against declines in the dollar
value of foreign  securities.  The purchase of an option on foreign currency may
constitute an effective  hedge against  fluctuations in exchange rates although,
in the event of rate  movements  adverse  to the Fund's  position,  the Fund may
forfeit the entire  amount of the premium plus  related  transaction  costs.  In
connection with such transactions,  the Fund will segregate assets sufficient to
meet its  obligations:  when the Fund's  obligation is  denominated in a foreign
currency,  the  Fund  will own  that  currency  or  assets  denominated  in that
currency,  or a currency or securities  which the Advisor  determines  will move
along with the hedged currency or portfolio securities.

      Each  International Fund may enter into contracts for the purchase or sale
for future delivery of foreign  currencies  ("foreign currency  futures").  This
investment  technique  will be used  only to hedge  against  anticipated  future
changes in exchange rates which otherwise  might  adversely  affect the value of
the portfolio  securities or adversely  affect the prices of securities that the
Fund intends to purchase or sell at a later date. The successful use of currency
futures  will  usually  depend on the  Advisor's  ability to  forecast  currency
exchange rate movements

194880.11
                                     -46-

<PAGE>



correctly.  Should exchange rates move in an unexpected manner, the Fund may not
achieve  the  anticipated  benefits of foreign  currency  futures or may realize
losses.

      Each International  Fund is authorized to use financial futures,  currency
futures,  and options on such futures for certain  hedging  purposes  subject to
conditions of regulatory  authorities (including margin requirements) and limits
established by the Company's Board of Directors to avoid speculative use of such
techniques.

      Strategic  Transactions may be used to attempt to protect against possible
changes in the  market  value of  securities  held in or to be  purchased  for a
Fund's  portfolio  resulting from securities  markets or currency  exchange rate
fluctuations,  to protect  its  unrealized  gains in the value of its  portfolio
securities,  to facilitate the sale of such securities for investment  purposes,
to manage the effective  maturity or duration of its  portfolio,  to establish a
position in the derivatives markets as a temporary  substitute for purchasing or
selling  particular  securities,  or as a means to  efficiently  change  country
and/or  currency  allocation.  Some Strategic  Transactions  may also be used to
enhance  potential  gain  although  no more than 5% of a Fund's  assets  will be
committed  to  futures  and  options  on  future  entered  into for  non-hedging
purposes.  Any or all of these investment techniques may be used at any time and
there is no particular  strategy  that dictates the use of one technique  rather
than  another,  as use of any  Strategic  Transaction  is a function of numerous
variables  including market conditions.  The ability of the Bond Fund to utilize
these Strategic  Transactions  successfully will depend on the Advisor's ability
to predict  pertinent market movements,  which cannot be assured.  The Bond Fund
will comply with applicable  regulatory  requirements  when  implementing  these
strategies,   techniques  and  instruments.   Strategic  Transactions  involving
financial  futures and options  thereon will be purchased,  sold or entered into
only for bona fide hedging, risk management or portfolio management purposes and
not for speculative purposes.

      See "Special Risk Considerations - Strategic  Transactions" for additional
information.  Strategic  Transactions  also are likely to involve  "Section  988
transactions," at least in part. As such, the foreign currency component must be
segregated for tax purposes and treated as ordinary  interest income or loss and
distributed. See "Taxation," also.

      Temporary Defensive Positions.  When the Advisor believes that investments
should be  deployed  in a  temporary  defensive  posture  because of economic or
market conditions, each of the Funds may invest up to 100% of its assets in U.S.
Government securities (such as bills, notes, or bonds of the U.S. Government and
its  agencies) or other forms of  indebtedness  such as bonds,  certificates  of
deposits  or  repurchase  agreements  (for  the  risks  involved  in  repurchase
agreements see the Statement of Additional Information). For temporary defensive
or  emergency  purposes,  however,  the Bond Fund may  invest  without  limit in
investment  grade  U.S.  debt  securities,  including  short-term  money  market
securities.  For temporary defensive purposes,  the International Funds may hold
cash or debt  obligations  denominated  in U.S.  dollars or foreign  currencies.
These debt  obligations  include  U.S.  and foreign  government  securities  and
investment  grade  corporate  debt   securities,   or  bank  deposits  of  major
international institutions. When a Fund is in a temporary defensive position, it
is not pursuing its stated

194880.11
                                     -47-

<PAGE>



investment  policies.  The Advisor  decides  when it is  appropriate  to be in a
defensive  position.  It is impossible to predict for how long such  alternative
strategies will be utilized.


                         SPECIAL RISK CONSIDERATIONS

      Foreign Securities and Currencies. Since investments in each International
Fund are normally primarily  denominated in foreign  currencies,  exchange rates
are likely to have a significant impact on its total performance. For example, a
fall in the U.S.  dollar's  value relative to the Japanese yen will increase the
U.S.  dollar  value of a Japanese  bond held in the  portfolio,  even though the
price of that  bond in yen  terms  remains  unchanged.  Conversely,  if the U.S.
dollar rises in value  relative to the yen, the U.S.  dollar value of a Japanese
bond will fall.  Investors  should be aware that exchange rate  movements can be
significant and endure for long periods of time. The Advisor attempts to control
exchange rate risks through active portfolio management.

      In addition,  for the Bond Fund, the Advisor attempts to mitigate interest
rate risks through management of currency, bond market and maturity exposure and
security  selection which will vary based on available  yields and the Advisor's
outlook for the interest rate cycle in various  countries and changes in foreign
currency  exchanges  rates.  In any of the  markets  in which the Fund  invests,
longer  maturity  bonds tend to fluctuate more in price as interest rates change
than shorter-term instruments - again providing both opportunity and risk.

      In addition to the risks outlined  above, an investor should be aware that
investing in foreign securities involves risks which are not normally associated
with investing in U.S. securities, such as, exchange control regulations;  costs
incurred in connection with conversions between various currencies; availability
of less financial  information than comparable U.S.  companies;  lack of uniform
accounting,  auditing and financial reporting  requirements;  less liquidity and
more  volatility  than  securities  listed  on  U.S.  security  markets  due  to
substantially lower trading volume;  possibly lower sales prices in the event of
forced   liquidation  of  securities  in  order  to  meet   unanticipated   cash
requirements;  fixed commissions on foreign security markets which are generally
higher than negotiated commissions on U.S. security markets, in addition to less
supervision  and  regulation of such security  markets;  difficulty in enforcing
judgments abroad;  and the possibility of expropriation of assets,  confiscatory
taxation,  imposition of  withholding  of taxes prior to payment of dividends or
other distributions, political or social instability, or diplomatic developments
which could affect U.S. investments in those countries.  Communications  between
the U.S. and foreign  countries may be less reliable than within the U.S.,  thus
increasing the risk of delayed settlements of portfolio  transactions or loss of
certificates  for  portfolio  securities.  It  may  be  more  difficult  for  an
International  Fund's agents to keep currently  informed about corporate actions
which may affect the prices of portfolio securities.

      Newly Developed Markets.  The Emerging Markets, E. European Equity and E.
European Debt Funds invest, and the International Equity Fund may invest, in 
securities which

194880.11
                                     -48-

<PAGE>



trade in newly developed markets which do not have a lengthy operating  history.
These markets may be subject to substantial  volatility and securities traded on
these markets may be subject to greater  fluctuations  in price than  securities
traded on more developed  markets.  An investment in securities trading in these
types of markets  should be  considered  risky and they pose  greater  risk than
investments in more developed markets. In cases of extreme volatility, obtaining
accurate  quotes on securities  may be difficult and in some  instances the fund
will rely on security prices which are determined by procedures set by the Board
of Directors to determine "fair value".

      Non-Diversified  Fund. While each of the Value,  Bond and E. European Debt
Funds  will  seek  to  qualify  as  a  "diversified"  investment  company  under
provisions of Subchapter M of the Code,  neither Fund will be diversified  under
the 1940 Act.  Thus,  while at least  50% of the total  assets of each such Fund
will be represented by cash, cash items, and other securities limited in respect
of any one issuer to an amount not greater than 5% of its total assets, the Fund
will not satisfy the 1940 Act  requirement  in this respect,  which applies that
test to 75% of the Funds assets.  A  non-diversified  Fund is subject to greater
risk because adverse effects on the Fund's security holdings may affect a larger
portion of the Fund's overall assets.

      Strategic Transactions.  Strategic Transactions have risks associated with
them  including  possible  default  by  the  other  party  to  the  transaction,
illiquidity and, to the extent the Advisor's view as to certain market movements
is incorrect,  the risk that the use of such Strategic Transactions could result
in losses  greater  than if they had not been used.  Use of put and call options
may  result  in losses to the Fund,  force  the sale or  purchase  of  portfolio
securities  at  inopportune  times or for prices higher than (in the case of put
options)  or lower than (in the case of call  options)  current  market  values,
limit the amount of  appreciation  it can realize on its investments or cause it
to hold a security it might otherwise sell. The use of currency transactions can
result in the Fund incurring losses as a result of a number of factors including
the imposition of exchange controls, suspension of settlements, or the inability
to deliver or  receive a  specified  currency.  The use of options  and  futures
transactions entails certain other risks. In particular, the variable degrees of
correlation  between price movements of futures contracts and price movements in
the related  portfolio  position of the Fund creates the possibility that losses
on the hedging  instrument  may be greater than gains in the value of the Fund's
position.  In  addition,  futures and  options  markets may not be liquid in all
circumstances  and certain  over-the-counter  options may have no markets.  As a
result,  in  certain  markets,  the  Fund  might  not be  able  to  close  out a
transaction without incurring substantial losses, if at all. Although the use of
futures and options transactions for hedging should tend to minimize the risk of
loss due to a decline in the value of the hedged position, at the same time they
tend to limit any potential gain which might result from an increase in value of
such position.  Finally,  the daily variation  margin  requirements  for futures
contracts  would create a greater  ongoing  potential  financial risk than would
purchases  of options,  where the exposure is limited to the cost of the initial
premium.  Losses resulting from the use of Strategic  Transactions  would reduce
net asset value, and possibly income, and such losses can be greater than if the
Strategic  Transactions had not been utilized.  The Strategic  Transactions that
the Fund  may use and  some of  their  risks  are  described  more  fully in the
Statement of Additional Information. Investments in debt securities

194880.11
                                     -49-

<PAGE>



issued  by  foreign  governments  and  foreign  corporations  domiciled  in such
countries  could result in the imposition of  withholding  taxes on interest and
capital gains by the country of domicile or residence of the issuer.  The amount
of tax  withheld,  if any, will depend on the domestic tax law of the country of
domicile  or  residence  of the issuer  and/or the  availability  of a bilateral
income tax treaty between such country and the United  States.  If a withholding
tax is imposed, the rate of return on the foreign investments could be adversely
affected.

                           INVESTMENT RESTRICTIONS

      The investments of each Fund are subject to investment  limitations  which
may  not  be  changed  without  the  approval  of at  least  a  majority  of the
outstanding  voting securities of that fund, as that term is defined in the 1940
Act. (See the Statement of Additional Information for the specific definition.)

      Certain of these policies are detailed  below,  while other policies which
prohibit  or  limit  particular  practices  are set  forth in the  Statement  of
Additional  Information.  The investment  restrictions of each Fund specifically
provide, except as noted otherwise, that it may not:

*     Except for the Value,  Bond and E. European  Debt Funds,  as to 75% of its
      assets,  purchase the  securities  of any issuer  (other than  obligations
      issued or guaranteed as to principal and interest by the Government of the
      United States or any agency or instrumentality thereof) if, as a result of
      such  purchase,  more than 5% of its total assets would be invested in the
      securities of such issuer.

*     Except for the Value,  Bond and E. European Debt Funds,  purchase stock or
      securities of an issuer (other than the  obligations  of the United States
      or any agency or instrumentality thereof) if such purchase would cause the
      Fund  to own  more  than  10%  of any  class  of  the  outstanding  voting
      securities of such issuer or, except for the Emerging  Markets Fund,  more
      than 10% of any  class of the  outstanding  stock  or  securities  of such
      issuer.

*    Act as an underwriter of securities of other issuers,  except (i) that each
     of the  International  Equity and E. European Equity Funds may invest up to
     10% of the value of its total assets (at time of  investment)  in portfolio
     securities  which the Fund might not be free to sell to the public  without
     registration  of such  securities  under  the  Securities  Act of 1933,  as
     amended,  or any foreign law  restricting  distribution  of securities in a
     country of a foreign issuer; and (ii) with respect to the Bond Fund, to the
     extent that the Bond Fund may be deemed an underwriter  in connection  with
     the disposition of portfolio securities of the Fund.

*    Buy or sell commodities or commodity  contracts,  provided that each of the
     International Equity and E. European Equity Funds may utilize not more than
     1% of its assets for deposits or  commissions  required to enter into,  for
     the International Equity Fund, forward foreign currency contracts,  and for
     the E. European Equity Fund, financial

194880.11
                                     -50-

<PAGE>



      futures  contracts,  for hedging  purposes as described under  "Investment
      Policies"  and  "Additional  Information  on Policies  and  Investments  -
      Strategic  Transactions."  (Such deposits or commissions  are not required
      for forward foreign currency contracts.)

*    As to the International  Equity and E. European Equity Funds,  borrow money
     except for  temporary or emergency  purposes and then only in an amount not
     in excess of 5% of the lower of value or cost of its total assets, in which
     case the Fund may  pledge,  mortgage  or  hypothecate  any of its assets as
     security  for such  borrowing  but not to an extent  greater than 5% of its
     total assets. As to the Value,  Emerging Markets, Bond and E. European Debt
     Funds,  borrow money,  except as a temporary  measure for  extraordinary or
     emergency  purposes,  or  except  in  connection  with  reverse  repurchase
     agreements,  provided  that the Fund  maintains  asset  coverage of 300% in
     connection  with the  issuance of senior  securities.  Notwithstanding  the
     foregoing, to avoid the untimely disposition of assets to meet redemptions,
     the Value,  Emerging Markets and E. European Debt Funds may borrow up to 33
     1/3%,  and the Bond Fund may  borrow up to 20%,  of the value of the Fund's
     assets  to meet  redemptions,  provided  that the  Fund may not make  other
     investments while such borrowings are outstanding.

*     Make loans, except that a Fund may (1) lend portfolio securities;  and (2)
      enter into repurchase  agreements  secured by U.S.  Government  securities
      and, with respect to the Bond and E.  European  Debt Funds,  except to the
      extent that the entry into repurchase  agreements and the purchase of debt
      securities in accordance with its investment objective and policies may be
      deemed to be loans.

*     Invest more than 25% of a Fund's total assets in  securities  of companies
      in the same industry, with certain qualifications with respect to the Bond
      and E.  European  Debt Funds  described  in the  Statement  of  Additional
      Information.

      Percentage   limitations  in  the  foregoing  description  of  the  Funds'
investments  and  policies  and  this  "Investment   Restrictions"  section  are
determined  at the  time a Fund  makes  a  purchase  or  loan  subject  to  such
percentage.

                      PERFORMANCE TERMS AND COMPUTATIONS

      From time to time each of the Funds may  advertise  information  regarding
its performance. All performance figures are historical, show the performance of
a hypothetical  investment and are not intended to indicate future  performance.
Advertising may include the following performance measurements.

      "Yield"  is the  ratio of  income  per share  derived  from the  portfolio
investments  to the  current  maximum  offering  price  expressed  in terms of a
percentage.

      "Distribution  rate" is the amount of  distribution  per share made over a
twelve-month period divided by a current maximum offering price.

194880.11
                                     -51-

<PAGE>




      "Total  return"  is the total of all  income  and  capital  gains  paid to
shareholders,  assuming  reinvestment of all distributions,  plus (or minus) the
change in the value of the original investment, expressed as a percentage of the
purchase price.

      "Average  annual total return" refers to the average annual  compound rate
of return of an investment in the Fund  assuming  that the  investment  has been
held for one-, five- and ten-year periods, as applicable, and/or the life of the
Fund.

      "Cumulative total return"  represents the cumulative change in value of an
investment in the Bond Fund for various periods.  These calculations assume that
dividends and capital gains distributions were reinvested.

      "Capital change" measures return from capital,  including  reinvestment of
any capital gains distributions but not reinvestment of dividends.

      Performance  will vary based upon,  among other things,  changes in market
conditions and the level of the Funds'  expenses.  Please refer to the Statement
of Additional Information for more information on Performance.

                           THE COMPANY'S MANAGEMENT

      The Board of Directors of the Company is responsible  for the  supervision
of the general  business of the Company.  The Directors act as  fiduciaries  for
shareholders  under the laws of the State of Maryland.  The Board has  appointed
John Pasco,  III to serve as President of the Company.  The Company  employs the
following  persons  to  provide it with  investment  advice  and to conduct  its
ongoing business:

      Investment  Advisor  -  Vontobel  USA Inc.  (the  "Advisor")  manages  the
investment  of the  assets  of each  Fund  pursuant  to an  Investment  Advisory
Agreement  (each,  an  "Advisory  Agreement").  The Advisory  Agreements  of the
Emerging  Markets and E.  European  Debt Funds are effective for a period of two
years from August 18, 1997 and the Advisory  Agreement of the E. European Equity
Fund is effective  for a period of two years from  February  14, 1996,  and such
Advisory  Agreements may be renewed  thereafter,  and the Advisory  Agreement of
each of the  other  Funds  may be  renewed,  only so  long as such  renewal  and
continuance is specifically approved at least annually by the Company's Board of
Directors or by vote of a majority of the outstanding  voting  securities of the
applicable Fund,  provided the continuance is also approved by a majority of the
Directors who are not "interested persons" of the Company or the Advisor by vote
cast in person at a meeting  called for the purpose of voting on such  approval.
The address of the Advisor is 450 Park Avenue, New York, N.Y. 10022.

      The  Advisor  is a wholly  owned and  controlled  subsidiary  of  Vontobel
Holding Ltd., a Swiss bank holding  company,  having its  registered  offices in
Zurich,  Switzerland.  As of December 31, 1996, the Advisor manages in excess of
$1.4 billion. The Advisor also acts as

194880.11
                                     -52-

<PAGE>



the advisor to three  series of a Luxembourg  fund  organized by an affiliate of
the Advisor. That fund does not accept investments from the U.S.

     Mr. Edwin Walczak is the First Vice President and Chief Investment  Officer
of the Advisor,  and has been the President  and portfolio  manager of the Value
Fund since its  inception in March 1990.  Mr. Mark  Robertson  is the  associate
portfolio manager of the Value Fund and joined the Advisor in September 1991.

      Mr. Fabrizio Pierallini,  who is a Vice President of the Advisor, has been
the President and portfolio manager of the  International  Equity Fund since May
1994 and the Emerging  Markets Fund since its inception on August 18, 1997. From
May  1991 to  April  1994  Mr.  Pierallini  was an  Associate-Director/Portfolio
Manager with Swiss Bank  Corporation in New York where he was  responsible  for,
among  other  things,  international  asset  allocation.  Mr.  Rajiv Jain is the
associate  portfolio  manager of the  International  Equity and Emerging Markets
Funds and joined the Advisor in November 1994. From 1993 to 1994 Mr. Jain worked
as an  analyst  with  Swiss Bank  Corporation,  New York and,  for the prior two
years, managed a private trust for international investors in Florida.

          Mr. Arpad Pongracz,  who is a Vice President of the Advisor,  has been
     the President and  portfolio  manager of the E. European  Equity Fund since
     its inception in February 1996. Mr. Pongracz is also a portfolio manager at
     Vontobel Asset Management Ltd.,  Switzerland,  which he joined as an equity
     analyst in 1990. Mr. Pongracz is a Chartered  Financial Analyst.  Effective
     October 1, 1997 Mr. Pongracz will be replaced by Mr. Luca Parmeggiani.  Mr.
     Parmeggianni  was formerly a Vice President of Lombard Odier & Cie, Geneva,
     which he joined in 1992 as a quantitative  analyst. Mr. Parmeggiani was the
     portfolio manager of Lombard Odier's  closed-end Polish Investment Fund and
     its  Luxembourg-based  Eastern  Europe  Fund.  He  is  an  EFFAS  certified
     financial   analyst   (European   Federation  of  Financial   Analysts  and
     Statisticians).

          Mr. Sven Rump,  who is a Vice  President of the Advisor,  has been the
     President  and  portfolio  manager of the Bond Fund since its  inception on
     March 1,  1994.  Mr.  Rump is also a Vice  President  and the head of fixed
     income management at Vontobel Asset Management Ltd., Switzerland,  which he
     joined in October 1991. Mr. Rump is a Chartered Financial Analyst.

      Mr. Volker Wehrle,  who is a Vice  President of the Advisor,  has been the
President and portfolio manager of the E. European Debt Fund since its inception
on  August  18,  1997.  Mr.  Wehrle is  currently  (since  October  1994) a Vice
President of Vontobel Asset Management,  Switzerland, where he is deputy head of
fixed income  management.  From January 1989 to September  1994 he managed fixed
income  investments  for the Group  Treasury  Department  of Sandoz AG in Basel,
Switzerland.  and he was responsible for setting up the Sandoz  Investment Trust
in London.

      Pursuant to the Advisory  Agreements,  the Advisor provides the Funds with
investment  management  services,  subject  to the  supervision  of the Board of
Directors of the Company, and

194880.11
                                     -53-

<PAGE>



with office  space,  and pays the  ordinary  and  necessary  office and clerical
expenses relating to investment research,  statistical analysis,  supervision of
the Funds'  portfolios and certain other costs.  The Advisor also bears the cost
of fees, salaries and other remuneration of the Company's Directors, officers or
employees who are officers, Directors, or employees of the Advisor. Each Fund is
responsible  for all other  costs and  expenses,  such as, but not  limited  to,
brokerage  fees and  commissions  in  connection  with the  purchase and sale of
securities, legal, auditing,  bookkeeping and record keeping services, custodian
and  transfer  agency  fees and fees and  other  costs of  filing  notice  of or
registration  of its shares for sale under various state and Federal  securities
laws.  All  expenses  of each Fund not  specifically  assumed by the Advisor are
assumed by the Fund.

      Under the Advisory  Agreement  with each Fund,  the Advisor is entitled to
monthly  compensation accrued daily at an annual rate equal to the percentage of
the average daily net assets of the Funds as set forth below:
<TABLE>

<C>===================================================================================
                         Value    InternationaEmerging  E. EuropeaBond  E. European
Amount of Assets Managed Fund     Equity FundMarkets FunEquity FunFund  Debt Fund
- -----------------------------------------------------------------------------------
$0-$100 million          1.00%      1.00%      1.25%      1.25%   1.00%   1.25%
- -----------------------------------------------------------------------------------
More than $100 million to0.75%      0.75%      1.25%      1.25%   1.00%   1.25%
$500 million
- -----------------------------------------------------------------------------------
More than $500 million   0.75%      0.75%      1.00%      1.00%   1.00%   1.00%
<C>===================================================================================
</TABLE>

These fees are higher than those charged to most other investment companies, but
are comparable to fees paid by investment  companies with investment  objectives
and policies similar to the Funds' investment  objectives and policies.  The fee
is paid monthly, within five business days after the end of the month.

      The Advisory Agreements  contemplate the authority of the Advisor to place
orders for each of the Funds  pursuant to its investment  determinations  either
directly with the issuer or with any broker or dealer.  The Advisor may allocate
brokerage  to an  affiliated  dealer in  accordance  with  written  policies and
procedures  adopted by the Company's Board of Directors.  In placing orders with
brokers  or  dealers,  the  Advisor  will  attempt  to obtain the best price and
execution for the Fund's orders. The Advisor may purchase and sell securities to
and from  brokers and dealers who provide the Advisor  with  research  advice or
statistical  services,  and  may be  authorized  to pay a  commission  for  such
transactions  which is higher  than the  commission  that  would be  charged  by
another broker. From time to time, and subject to the Advisor obtaining the best
price and  execution  for each Fund,  the Board of Directors  may  authorize the
Advisor to allocate brokerage  transactions to a broker in consideration of: (1)
the sale of Fund shares,  or (2) payment of an obligation  otherwise  payable by
the Funds.

          Administrator  -  Commonwealth  Shareholder  Services,  Inc.  ("CSS"),
     serves as  Administrator to each Fund pursuant to  Administrative  Services
     Agreements. CSS provides

194880.11
                                     -54-

<PAGE>



certain recordkeeping and shareholder servicing functions required of registered
investment companies,  and will assist each Fund in preparing and filing certain
financial and other reports and performs  certain daily  functions  required for
ongoing  operations.  CSS may furnish personnel to act as the Company's officers
to conduct the Company's business subject to the supervision and instructions of
the Company's Board of Directors.

      The  Administrative  Services  Agreements  provide  that  CSS will be paid
monthly:  (1) 0.20% of the average daily net assets of the Funds (which includes
regulatory matters, backup of the pricing of shares of each Fund, administrative
duties in  connection  with the  execution  of  portfolio  trades,  and  certain
services in connection with Fund accounting);  (2) an hourly fee for shareholder
servicing  and state  securities  law  matters;  and (3)  certain  out-of-pocket
expenses.  The address of CSS is 1500 Forest  Avenue,  Suite 223,  Richmond,  VA
23229.

      Custodian and Accounting Services Agents

      Brown  Brothers  Harriman & Co.  ("BBH") is the  Company's  custodian  and
accounting services agent for the International  Funds. BBH collects income when
due and holds all the portfolio  securities and cash of the International Funds.
(BBH,  with the consent of the Company,  has  designated  The  Depository  Trust
Company  of New  York,  as its  agent  to  secure  some  of  the  assets  of the
International  Funds.) BBH is  authorized  to appoint  other  entities to act as
sub-custodians  to provide  for the custody of foreign  securities  which may be
acquired and held by the International  Funds outside the U.S. Such appointments
are subject to appropriate  review by the Company's Board of Directors.  BBH, as
the accounting  services agent of the International  Funds,  maintains and keeps
current the books,  accounts,  records,  journals  or other  records of original
entry relating to such Funds'  business.  The address of BBH is 40 Water Street,
Boston, Massachusetts 02109.

      Star Bank (the  "Star  Bank") in  Cincinnati,  Ohio is the  custodian  and
accounting services agent for the Value Fund. Star Bank collects income when due
and  holds  all  of  the  Value  Fund's  portfolio  securities  and  cash.  Such
appointments  are  subject  to  appropriate  review  by the  Company's  Board of
Directors.  Star  Bank,  as the  accounting  services  agent of the Value  Fund,
maintains  and keeps  current the books,  accounts,  records,  journals or other
records of original entry relating to the Value Fund's business.  The address of
Star Bank is 425 Walnut Street, P.O. Box 1118, Cincinnati, Ohio 45201-1118.

      Transfer and Dividend Disbursing Agent - Fund Services, Inc. ("FSI" or the
"Transfer Agent") is the transfer and dividend disbursing agent for the Company.
John Pasco,  III,  Chairman  of the Board of the  Company  owns one third of the
stock of FSI,  and,  therefore,  FSI may be  deemed  to be an  affiliate  of the
Company. FSI provides all the necessary  facilities,  equipment and personnel to
perform the usual and ordinary services of the transfer and dividend  disbursing
agent,  including  administrative  receipt and processing of orders and payments
for purchases of shares,  opening shareholder  accounts,  preparing  shareholder
meeting lists, mailing proxy material, receiving and tabulating proxies, mailing
shareholder reports and prospectuses,  withholding certain taxes on non-resident
alien accounts, disbursing income dividends and capital

194880.11
                                     -55-

<PAGE>



distributions,  preparing  and filing  U.S.  Treasury  Department  Form 1099 (or
equivalent) for all shareholders,  preparing and mailing  confirmation  forms to
shareholders  for all purchases and redemptions of the Company's  shares and all
other confirmable transactions in shareholders' accounts, recording reinvestment
of dividends  and  distribution  of the  Company's  shares.  Under the Agreement
between the Company  and FSI,  as in effect on May 1, 1991,  FSI is  compensated
pursuant  to a  schedule  of  services,  and  is  reimbursed  for  out-of-pocket
expenses.  The  schedule  calls for a minimum  payment of $16,500 per year.  The
address of the Transfer Agent is P.O.
Box 26305, Richmond, VA 23260.

     Principal  Underwriter/Distributor - Vontobel Fund Distributors, a division
of First  Dominion  Capital  Corp.  (the  "Distributor"),  acts as the principal
underwriter for the Company pursuant to an agreement  effective August 18, 1997.
Mr. John Pasco,  III, who owns 100% of the outstanding stock of the Distributor,
is the President, Treasurer and a Director of the Distributor. Mr. Pasco is also
the Chairman and a Director of the Company.  The address of the  Distributor  is
1500 Forest Avenue, Suite 223, Richmond, VA 23229.

                                HOW TO INVEST

      Shares of the Funds may be  purchased  directly  from the  Distributor  or
through  brokers  or dealers  who are  members of the  National  Association  of
Securities Dealers, Inc. who are registered, if required, in the state where the
purchase is made and who have a sales  agreement with the  Distributor.  After a
shareholder  account is established,  subsequent orders for shares may be mailed
directly to the Transfer Agent. The offering price per share is equal to the net
asset  value per share next  determined  after  receipt of a purchase  order.  A
minimum initial  investment of $1,000 is required to open a shareholder  account
in each Fund, and each subsequent  investment must be $50 or more. Under certain
circumstances the Company may waive the minimum initial investment for purchases
by officers,  Directors and employees of the Company and its affiliated entities
and for certain  related  advisory  accounts and  retirement  accounts  (such as
IRAs).

      When an investor  acquires  shares of a Fund from a  securities  broker or
dealer,  the  investor  may be charged a  transaction  fee for shares  purchased
and/or redeemed at net asset value through that broker or dealer.

      To facilitate the handling of transactions with shareholders,  the Company
uses an open account plan. The Transfer Agent will  automatically  establish and
maintain an open  account for the Funds'  shareholders.  Under the open  account
plan your shares are  reflected in your open account.  This service  facilitates
the purchase,  redemption or transfer of shares, eliminates the need to issue or
safeguard certificates and reduces time delays in executing transactions.  Stock
certificates  are not required and are not normally issued.  Stock  certificates
for full shares will be issued by the Transfer  Agent upon  written  request but
only after payment for the shares is collected by the Transfer Agent.


194880.11
                                     -56-

<PAGE>



      Purchase by Mail - For initial purchases the account application form (the
"Account  Application")  which  accompanies this Prospectus should be completed,
signed,  and mailed to the  Transfer  Agent,  together  with your check or other
negotiable  bank  draft  drawn on and  payable  by a U.S.  Bank  payable  to the
applicable Fund. For subsequent  purchases  include with your check the tear-off
stub from a prior purchase  confirmation,  or otherwise  identify the name(s) of
the registered owner(s) and the social security numbers.

      Investing by Wire - You may  purchase  shares by  requesting  your bank to
transmit  "Federal  Funds" by wire directly to the Transfer  Agent. To invest by
wire  please  call  the  Transfer  Agent  for  instructions,   then  notify  the
Distributor  by calling  800-527-9500.  Your bank may charge you a small fee for
this service.  The Account  Application which accompanies this Prospectus should
be completed and promptly  forwarded to the Transfer Agent.  This application is
required  to  complete  the Funds'  records in order to allow you access to your
shares. Once your account is opened by mail or by wire,  additional  investments
may be made at any time through the wire procedure  described  above. Be sure to
include your name and account number in the wire  instructions  you provide your
bank.

                             HOW TO REDEEM SHARES

      Subject to certain exigencies  described below, shares of the Funds may be
redeemed  at any  time  and  in any  amount  by  mail  or  telephone.  For  your
protection, the Transfer Agent will not redeem your shares until it has received
all  information  and  documents  necessary  for your  request  to be in "proper
order."  (See  "Signature  Guarantees.")  You will be  notified  promptly by the
Transfer Agent if your redemption request is not in proper order.

      If a shareholder  redeems shares of the Emerging Markets Fund, E. European
Equity  Fund or E.  European  Debt Fund that have been held less than six months
(including shares to be exchanged),  the Company will deduct from the proceeds a
redemption charge of 2% of the amount of the redemption. This amount is retained
by the  applicable  Fund to offset the  Fund's  costs of  purchasing  or selling
securities.

      The  Company's  procedure is to redeem  shares at the net asset value next
determined  after  receipt by the Transfer  Agent of the  redemption  request in
proper order as described  herein.  Payment will be made promptly,  but no later
than the seventh day following  receipt of the request in proper  order.  Please
note that (1) the Transfer Agent cannot accept redemption requests which specify
a particular date for redemption,  or which specify any special conditions;  and
(2) if the  shares you are  redeeming  were  purchased  by you less than 15 days
prior to the  receipt  of your  redemption  request,  the  Transfer  Agent  must
ascertain that your check in payment of the shares you are redeeming has cleared
prior to disbursing the redemption proceeds. If you anticipate that you may need
to redeem sooner than 15 days after  purchase,  you should make your purchase by
Federal Funds wire, or by a certified, treasurer's or cashier's check.


194880.11
                                     -57-

<PAGE>



      The Company may suspend the right to redeem  shares for any period  during
which the New York  Stock  Exchange  is closed or the  Securities  and  Exchange
Commission determines that there is an emergency.  In such circumstances you may
withdraw  your  redemption  request  or  permit  your  request  to be  held  for
processing at the net asset value per share next computed  after the  suspension
is terminated.

      Redemption  by  Mail - To  redeem  shares  by  mail,  send  the  following
information to the Transfer Agent:  (1) a written request for redemption  signed
by the registered owner(s) of the shares,  exactly as the account is registered;
(2) the  stock  certificates  for the  shares  you are  redeeming,  if any stock
certificates were issued; (3) any required signature  guarantees (see "Signature
Guarantees");  and (4) any  additional  documents  that  might be  required  for
redemption by corporations, executors, administrators, trustees, guardians, etc.
The Transfer Agent will mail the proceeds to your currently  registered address,
payable  to the  registered  owner(s)  unless  you  specify  otherwise  in  your
redemption request. There is no charge to shareholders for redemptions by mail.

      Redemption  by  Telephone - You may redeem your shares by telephone if you
request this service on your Account  Application  at the time you complete your
initial  Account  Application.  If you do not request this service at that time,
you must request approval of telephone redemption privileges in writing (sent to
the  Company's  Transfer  Agent)  with a  signature  guarantee  (see  "Signature
Guarantee")  before  you can redeem  shares by  telephone.  Once your  telephone
authorization is in effect,  you may redeem shares by calling the Transfer Agent
at (800)  628-4077.  By  establishing  this service,  you authorize the Transfer
Agent to act upon any telephone  instructions it believes to be genuine,  to (1)
redeem shares from your account and (2) mail or wire redemption proceeds.  There
is no charge for establishing  this service,  but the Transfer Agent will charge
your account a $10.00 service fee each time you make a telephone redemption. The
amount of this service charge may be changed at any time, without notice, by the
Transfer Agent.

      You cannot  redeem  shares by  telephone  if you hold a stock  certificate
representing  the shares you are  redeeming or if you paid for the shares with a
personal,  corporate, or government check and your payment has been on the books
of the Company for less than 15 days.

      If it should  become  difficult to reach the  Transfer  Agent by telephone
during  periods when market or economic  conditions  lead to an unusually  large
volume of telephone requests, a shareholder may send a redemption request to the
Transfer Agent by overnight mail.

      The  Company  employs  reasonable   procedures  designed  to  confirm  the
authenticity of your instructions communicated by telephone and, if it does not,
it may be liable for any losses due to unauthorized or fraudulent  transactions.
As a result of this policy, a shareholder authorizing telephone redemption bears
the risk of loss which may result from  unauthorized or fraudulent  transactions
which  the  Company  believes  to be  genuine.  When  you  request  a  telephone
redemption  or  transfer,  you will be asked to  respond  to  certain  questions
designed to

194880.11
                                     -58-

<PAGE>



confirm your identity as a shareholder of record.  Your  cooperation  with these
procedures  will  protect  your  account  and  the  Company  from   unauthorized
transactions.

      Redemption  by  Wire - If you  request  by  mail or  telephone  that  your
redemption  proceeds  be wired to you,  please  call your bank for  instructions
prior to writing or calling the  Transfer  Agent.  Be sure to include your name,
Fund account number,  your account number at your bank and wire information from
your bank in your request to redeem by wire.

      Signature  Guarantees - To help to protect you and the Company from fraud,
signature  guarantees are required for: (1) all  redemptions  ordered by mail if
you  require  that the check be payable  to another  person or that the check be
mailed to an address other than the one  indicated on the account  registration;
(2) all requests to transfer the  registration  of shares to another owner;  and
(3) all  authorizations  to establish or change  telephone  redemption  service,
other than through your initial Account Application.

      In the case of redemption  by mail,  signature  guarantees  must appear on
either: (a) the written request for redemption;  or (b) a separate instrument of
assignment  (usually referred to as a "stock power") specifying the total number
of shares being  redeemed.  The Company may waive these  requirements in certain
instances.

      The  following  institutions  are  acceptable  signature  guarantors:  (a)
participants  in good  standing  of the  Securities  Transfer  Agents  Medallion
Program ("STAMP"); (b) commercial banks which are members of the Federal Deposit
Insurance Corporation ("FDIC"); (c) trust companies; (d) firms which are members
of a domestic stock exchange;  (e) eligible  guarantor  institutions  qualifying
under Rule 17Ad-15 of the  Securities  Exchange Act of 1934, as amended that are
authorized by charter to provide  signature  guarantees  (e.g.,  credit  unions,
securities  dealers and  brokers,  clearing  agencies  and  national  securities
exchanges);  and (f) foreign  branches  of any of the above.  In  addition,  the
Company will guarantee  your  signature if you  personally  visit its offices at
1500 Forest Avenue,  Suite 223,  Richmond,  VA 23229.  The Transfer Agent cannot
honor guarantees from notaries public, savings and loan associations, or savings
banks.

      Small  Accounts - Due to the relatively  higher cost of maintaining  small
accounts,  the  Company may deduct $10 per year from an account of a Fund or may
redeem  the  Fund's  shares  in the  account,  if as a result of  redemption  or
transfer of shares the total  investment  remaining in the account for the Fund,
has a value of less than  $1,000.  Shareholders  will  receive 60 days'  written
notice to increase the account  value above  $1,000  before the fee begins to be
deducted  or the shares  are  redeemed.  A decline  in the market  value of your
account alone would not require you to bring your investment up to the minimum.


194880.11
                                     -59-

<PAGE>



                            HOW TO TRANSFER SHARES

      If you wish to transfer shares to another owner, send a written request to
the Transfer  Agent.  Your request  should  include (1) the name of the Fund and
existing account registration;  (2) signature(s) of the registered owner(s); (3)
the new  account  registration,  address,  Social  Security  Number or  taxpayer
identification number and how dividends and capital gains are to be distributed;
(4)  any  stock  certificates  which  have  been  issued  for the  shares  being
transferred; (5) signature guarantees (See "Signature Guarantees");  and (6) any
additional   documents   which  are  required  for  transfer  by   corporations,
administrators,  executors,  trustees, guardians, etc. If you have any questions
about transferring shares, call the Transfer Agent at (800) 628-4077.


                  ACCOUNT STATEMENTS AND SHAREHOLDER REPORTS

      Each time you  purchase,  redeem or  transfer  shares of a Fund,  you will
receive a written  confirmation.  You will also receive a year-end  statement of
your account if any  dividends or capital  gains have been  distributed,  and an
annual and a semi-annual report.

                         SPECIAL SHAREHOLDER SERVICES

      The Company offers the following four services for its shareholders:

      Regular  Account - allows  shareholders  to make  voluntary  additions and
withdrawals to and from their account as often as they wish;

      Invest-A-Matic Account - permits automatic monthly investments into a Fund
from your checking account on a fixed or flexible schedule;

      Individual Retirement Accounts (IRA's); and

      Exchange  Privileges  Account - allows the  shareholder to exchange his or
her shares  for  shares of  certain  other  Funds  having  different  investment
objectives  provided the shares of the Fund the  shareholder is exchanging  into
are noticed for sale in the  shareholder's  state of residence.  A shareholder's
account may be charged a $10.00  telephone  exchange fee. An exchange is treated
as a redemption and a purchase,  and may result in the  realization of a gain or
loss on the transaction.  More information on any of these services is available
upon written request to the Company.

                      HOW NET ASSET VALUE IS DETERMINED

      The net asset value  ("NAV") of the shares of each Fund is  determined  by
its  custodian  as of the  close  of  trading  on the New  York  Stock  Exchange
(currently  4:00 p.m.,  Eastern Time) on each business day from Monday to Friday
or on each day (other  than a day during  which no Fund share was  tendered  for
redemption and no order to purchase or sell a Fund share was

194880.11
                                     -60-

<PAGE>



received by the Company) in which there is a sufficient degree of trading in the
portfolio  securities  that the  current NAV of the shares  might be  materially
affected by changes in the value of such portfolio security.  Each Fund's NAV is
calculated at such 4:00 p.m. time set by the Company's  Board of Directors based
upon the Board's  determination  that this is the most appropriate time to price
the securities.

      NAV per share for each Fund is  determined  by dividing the total value of
the Fund's assets,  less its liabilities,  by the total number of shares of that
Fund  then  outstanding.  Generally,  securities  owned by a Fund are  valued at
market value.

      Investments  in  securities  traded on a national  securities  exchange or
included in the NASDAQ  National  Market  System are valued at the last reported
sales price. Other securities traded in the  over-the-counter  market and listed
securities  for which no sale is  reported  on that date are  valued at the last
reported bid price.

      Short-term debt  securities  (less than 60 days to maturity) are valued at
their fair  market  value using  amortized  cost  pricing  procedures  set,  and
determined to be fair, by the Board of Directors.  Other assets for which market
prices are not readily available are valued at their fair value as determined in
good faith under procedures set by the Board of Directors.

      ADRs, EDRs, and GDRs will be valued at the closing price of the instrument
last  determined  prior to the  valuation  time unless the Company is aware of a
material  change  in  value.  Items for  which  such a value  cannot be  readily
determined  on any day will be valued  at the  closing  price of the  underlying
security adjusted for the exchange rate.

      The Company's  management may compute the NAV per share more frequently in
order to protect shareholders' interests.

                  DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

      Dividends from net investment income, if any, are declared annually.  Each
of the Funds intends to distribute  annually  realized net capital gains,  after
utilization of capital loss  carryforwards,  if any, to prevent application of a
federal excise tax. However, a Fund may make an additional distribution any time
prior to the due date,  including  extensions,  of  filing  its tax  return,  if
necessary to accomplish this result.  Any dividends or capital gains distributed
pursuant to a dividend  declaration  declared  in October,  November or December
with a record date in such a month and paid during the following January will be
treated by  shareholders  for  federal  income tax  purposes  as if  received on
December 31 of the calendar year declared. Unless you elect otherwise, dividends
and capital gains  distributions  will be reinvested in additional shares of the
Fund at no charge.  Changes in your election  regarding receipt of dividends and
distributions  must be sent to the Transfer Agent.  Shareholders will be subject
to tax on all dividends and distributions  whether paid to them or reinvested in
shares of the Fund.  If an  investment  in Fund  shares is made by a  retirement
plan, all dividends and capital gains  distributions  must be reinvested into an
account of such plan.

194880.11
                                     -61-

<PAGE>




      Generally,  dividends from net investment  income are taxable to investors
as  ordinary  income.  Certain  gains or  losses  on the sale or  retirement  of
international  securities  held  by  a  Fund,  to  the  extent  attributable  to
fluctuations  in  currency  exchange  rates,  as well as certain  other gains or
losses  attributable to exchange rate fluctuations,  must be treated as ordinary
income or loss.  Such  income or loss may  increase  or  decrease  (or  possibly
eliminate) the income available for distribution to shareholders.  If, under the
rules  governing the tax  treatment of foreign  currency  gains and losses,  the
income available for  distribution is decreased or eliminated,  all or a portion
of the  dividends  declared  by a Fund may be  treated  for  federal  income tax
purposes  as a return of capital  or, in some  circumstances,  as capital  gain.
Generally,  a  shareholder's  tax basis in Fund  shares  will be  reduced to the
extent that an amount  distributed to the  shareholder is treated as a return of
capital.

      Long-term  capital  gains  distributions,  if  any,  are  taxable  as  net
long-term  capital  gains  when  distributed  regardless  of the  length of time
shareholders have owned their shares. Net short-term capital gains and any other
taxable income distributions are taxable as ordinary income.

      Each Fund sends detailed tax information  about the amount and type of its
distributions  to its  shareholders  by  January  31 of the year  following  the
distributions.


                                    TAXES

      Each Fund will seek to qualify as a  regulated  investment  company  under
Subchapter M of the Code.  As a regulated  investment  company under the Code, a
Fund is not liable for federal  income taxes on income or net capital gains that
are distributed to its  shareholders or imputed to shareholders  under the Code,
or for any excise tax, to the extent its earnings are distributed as provided in
the Code, and assuming it meets the tax  diversification  test, 90% gross income
test and 30% gross income test as required by the Code.

      Each Fund will act and  invest so as to comply  with the  requirements  of
Subchapter M which are  described in the  Statement of  Additional  Information.
This may mean,  for  example,  that it will be  required  to hold an  investment
longer than it otherwise would, or not engage in a hedging  transaction which it
otherwise would, in order to avoid violating one of the tests outlined above.

      The  distribution  to  shareholders  each year of  investment  income  and
capital gains will  represent  taxable income to the  shareholders,  who will be
advised of such amounts by the Fund. The Company is a series  corporation.  Each
Fund is treated as a separate taxable entity under the Code.

      Each  International  Fund may be subject to foreign  withholding  taxes on
income from  certain of its foreign  securities.  These  withholding  taxes will
reduce the return on the shareholder's investment. If more than 50% of the value
of a Fund's assets at the close of its

194880.11
                                     -62-

<PAGE>



taxable year  consists of stock or securities  in foreign  corporations,  it may
elect to pass  through to its  shareholders  the  amount of foreign  withholding
taxes it paid.  If this election is made,  shareholders  will be (i) required to
include in their  gross  income  their pro rata share of foreign  source  income
(including  any  foreign  taxes paid by the Fund),  and (ii)  entitled to either
deduct (as an itemized deduction in the case of individuals) their share of such
foreign taxes in computing  their  taxable  income or to claim a credit for such
taxes against their U.S. income tax,  subject to certain  limitations  under the
Code. The Fund will notify its  shareholders  of such election within 60 days of
the close of its tax year.  Shareholders may decide whether to utilize such flow
through  amount as either a deduction or a tax credit.  Individual  shareholders
will usually find that the credit is more favorable.  Tax-exempt investors, such
as pension plans and individual retirement accounts,  will not benefit from this
pass through.

      On the account application, the shareholder must provide the shareholder's
taxpayer  identification number ("TIN"),  certify that it is correct and certify
that the shareholder is not subject to backup withholding under Internal Revenue
Service ("IRS") rules. If the shareholder  fails to provide a correct TIN or the
proper  certifications,  the Fund will  withhold  31% of all  distributions  and
redemption proceeds payable to the shareholder.  The Fund will also begin backup
withholding on a shareholder's  Fund account if the IRS instructs the Fund to do
so. The Fund  reserves the right not to open a  shareholder's  account or, if an
account is already opened, to redeem a shareholder's  shares at the current NAV,
less any taxes  withheld,  if the  shareholder  fails to provide a correct  TIN,
fails to provide the proper certifications, or the IRS advises the Fund to begin
backup withholding on the shareholder's Fund account.

                    GENERAL INFORMATION ABOUT THE COMPANY

      The  Company is  authorized  to issue up to  500,000,000  shares of common
stock, par value $0.01 per share, of which it has presently allocated 50,000,000
shares to each of the Funds.  The Board of Directors  can allocate the remaining
authorized  but  unissued  shares to any  series of the  Company  or may  create
additional series and allocate shares to such series.

          A share of a Fund has priority in the assets of that fund in the event
     of  a   liquidation.   The  shares  of  a  Fund  will  be  fully  paid  and
     nonassessable,  will have no preference over other shares of the Fund as to
     conversion,  dividends, or retirement,  and will have no preemptive rights.
     Shares of a Fund  will be  redeemable  from the  assets of that Fund at any
     time, as described above.

      Each  outstanding  share of a Fund is  entitled  to one vote for each full
share of stock  and a  fractional  vote for  fractional  shares  of  stock.  All
shareholders  vote on matters which concern the Company as a whole.  The Company
is not required to hold a meeting of  shareholders  each year, and may elect not
to hold a meeting in years when no meeting is necessary.  The  shareholders of a
Fund shall vote separately on matters that affect only such Fund's interest. The
Funds' shares do not have cumulative voting rights, which means that the holders
of more than 50% of the shares  voting for the election of  Directors  can elect
all of the Directors if they

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                                     -63-

<PAGE>



     choose to do so.  Shareholders  may  utilize  procedures  described  in the
Statement of Additional Information to call a meeting.

          The name of the  Company  was changed  from The World  Funds,  Inc. to
     Vontobel  Funds,  Inc.  effective on February 28, 1997,  as approved by the
     Board of Directors of the Company.

      Limitation  on  Use  of  Name  - The  Advisory  Agreement  for  each  Fund
authorizes the Company to utilize the name  "Vontobel."  The Company agrees that
if an Advisory Agreement is terminated it will submit to shareholders a proposal
that the related Fund  redesignate  its name to eliminate  any  reference to the
name  "Vontobel"  or any  derivation  thereof  unless the  Advisor  waives  this
requirement in writing.

                          TO OBTAIN MORE INFORMATION

          For further  information  on the Funds,  please  contact  Commonwealth
     Shareholder Services,  Inc., P.O. Box 8687, Richmond, VA 23226,  telephone:
     (800) 527-9500.

      Additional  information  may also be obtained by  requesting a copy of the
Statement of Additional Information.

Investment Advisor:  Vontobel USA Inc.
                     450 Park Avenue
                     New York, NY  10022

Distributor:         Vontobel Fund Distributors,
                         a division of First Dominion Capital Corp.
                     1500 Forest Avenue, Suite 223
                     Richmond, VA  23229

Independent Auditors: Tait, Weller & Baker
                     2 Penn Center Plaza
                     Suite 700
                     Philadelphia, PA  19102

Marketing Services:  For general information on the Funds and marketing 
                     services, call the
                     Distributor at (800) 527-9500 toll free.


194880.11
                                     -64-

<PAGE>



Transfer Agent:      For account information, wire purchase or redemptions, call
                     or write to the Company's Transfer Agent:

                         Fund Services, Inc.
                         P.O. Box 26305
                         Richmond, VA 23260-6305
                         (800) 628-4077 Toll Free

More Information:    For 24-hour, 7-days-a-week price information call 
                     1-800-527-9500.

                     For  information  on any series of the Company,  investment
                     plans, or other shareholder  services,  call 1-800-527-9500
                     during normal  business hours, or write the Company at 1500
                     Forest Avenue, Suite 223, Richmond, VA 23229.

      No dealer, sales representative or any other person has been authorized to
give any information or to make any representations,  other than those contained
in this Prospectus, in connection with the offer made by this Prospectus and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Fund or the  Distributor.  This Prospectus does
not constitute an offer by the Fund or the Distributor to sell or a solicitation
of an offer to buy any of the securities  offered hereby in any  jurisdiction to
any person to whom it is  unlawful  to make such offer or  solicitation  in such
jurisdiction.



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