MONTEREY MUTUAL FUND
485BPOS, 1997-03-25
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                Investment Company Act Registration No. 811-4010
                   Securities  Act  Registration  No. 2-90810
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM N-1A

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  [X]

                       Pre-Effective Amendment No. __  [_]
      
                      Post-Effective Amendment No. 25  [X]
       
                                     and/or

      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  [X]

      
                                Amendment No. 26
       
                        (Check appropriate box or boxes)
      
                              MONTEREY MUTUAL FUND
               (Exact name of registrant as specified in charter)
       
             1299 Ocean Avenue, Suite 210
             Santa Monica, CA  90401                    90401
             (Address of Principal                   (Zip Code)
              Executive Offices)

        Registrant's Telephone Number, including Area Code (310)393-1428
      
                       Joseph Lloyd McAdams, Jr., Chairman
                              Monterey Mutual Fund
                          1299 Ocean Avenue, Suite 210
                             Santa Monica, CA  90401
                     (Name and address of Agent for Service)
       
        Approximate date of proposed public offering:  As soon as practicable
   after the effective date of the registration statement.
      
        It is proposed that this filing will become effective (check
   appropriate box)

        [_]  immediately upon filing pursuant to paragraph (b)
        [X]  on March 29, 1997 pursuant to paragraph (b)
        [_]  60 days after filing pursuant to paragraph (a)(1)
        [_]  on (date) pursuant to paragraph (a)(2) of rule 485
        [_]  75 days after filing pursuant to paragraph (a)(2)
        [_]  on (date) pursuant to paragraph (a)(2) of rule 485
       

        If appropriate, check the following box:

        [_]  this post-effective amendment designates a new effective date
             for a previously filed  post-effective amendment
                                                                              
                 
        Registrant has previously registered an indefinite number of its
   shares of beneficial interest pursuant to Rule 24f-2 under the Investment
   Company Act of 1940.  Registrant filed its Rule 24f-2 Notice for the
   fiscal year ended November 30, 1996 on March 12, 1997.
                                                                              

   <PAGE>

                              MONTEREY MUTUAL FUND

                              CROSS REFERENCE SHEET

             (Pursuant to Rule 481 showing the location in the Prospectus and
   the Statement of Additional Information of the responses to the Items of
   Parts A and of Form N-1A.)

                                      Caption or Subheading in Prospectus
        Item No. on Form N-1A         or Statement of Additional Information 

   Part A - INFORMATION REQUIRED IN PROSPECTUS 

   1.   Cover Page                    Cover Page

   2.   Synopsis                      Fee Table; Summary

   3.   Condensed Financial           Financial Highlights; 
                                      Performance Information

   4.   General Description           Summary; Investment Objectives
        of Registrant                 and Policies of the Monterey Mutual
                                      Funds; Investment Practices and Risks;
                                      Principal Investment Restrictions

   5.   Management of the             Management; Per Share Income and
        Fund                          Capital Changes; General Information

   5A.  Management's Discussion       Included in Annual Report to 
        of Fund Performance           Shareholders


   6.   Capital Stock and             Dividends and Tax Status; General
        Other Securities              Information

   7.   Purchase of Securities        How to Purchase Shares
        Being Offered

   8.   Redemption or                 How to Redeem Shares
        Repurchase

   9.   Legal Proceedings             *

   PART B - INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION 

   10.  Cover Page                    Cover Page

   11.  Table of Contents             Table of Contents

   12.  General Information and       Investment Objectives and Policies
        History

   13.  Investment Objectives         Investment Objectives and Policies;
        and Policies                  Appendix

   14.  Management of the Fund        Management

   15.  Control Persons and           Management
        Principal Holders
        of Securities

   16.  Investment Advisory and       Management; General
        Other Services

   17.  Brokerage Allocation and      Management
        Other Practices

   18.  Capital Stock and             Included in Prospectus under
        Other Securities              "General Information"; General

   19.  Purchase, Redemption          Included in Prospectus under
        and Pricing of Securities     "How to Purchase Shares"; and
        Being Offered                 "How to Redeem Shares"; Net
                                      Asset Value; Shareholder Services

   20.  Tax Status                    Included in Prospectus under "Dividends
                                      and Tax Status"; Shareholder Services

   21.  Underwriters                  General

   22.  Calculations of Per-          Calculation of Performance Data
        formance Data

   23.  Financial Statements          Financial Statements

        *Answer negative or inapplicable

   <PAGE>
   
                                    MONTEREY
                                  MUTUAL FUND

                                   PROSPECTUS

                                 MARCH 31, 1997     

                                   PROSPECTUS

                                    MONTEREY
                                  MUTUAL FUND


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

   
This Prospectus provides you with the basic information you should know before
investing in any Fund. You should read it and keep it for future reference. A
Statement of Additional Information dated March 31, 1997 containing additional
information about the Trust and the Funds has been filed with the Securities and
Exchange Commission and is incorporated by reference into this Prospectus in its
entirety. You may obtain a copy of the Statement of Additional Information
without charge by calling the Trust's Distributor at (800) 251-1970 or by
writing to the Distributor at 1299 Ocean Avenue, Suite 210, Santa Monica, CA
90401.    

   
Monterey Mutual Fund (the "Trust") is an open-end investment company having
eight separate portfolios (the "Funds"), each of which is a separate mutual fund
having its own objective or objectives, assets, liabilities and net asset value
per share. The eight Funds are: (1) the Monterey PIA Short-Term Government
Securities Fund (the "SHORT-TERM GOVERNMENT FUND") whose objective is to provide
investors a high level of current income, consistent with low volatility of
principal through investing in short term, adjustable rate and floating rate
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities; (2) the Monterey Camborne Government Income Fund (the
GOVERNMENT INCOME FUND" OR "GOVERNMENT FUND"), whose objectives are growth of
capital, whether over the short or long-term, income and  "preservation of
capital; (3) the Monterey OCM Gold Fund (the "GOLD FUND"), whose objective is
long-term growth of capital through investing primarily in equity securities of
domestic and foreign companies engaged in activities related to gold and
precious metals; (4) the Monterey PIA Equity Fund (the "EQUITY FUND"), whose
objective is long-term growth of capital; (5) the Monterey Murphy New World
Biotechnology Fund (the "BIOTECHNOLOGY FUND"), whose objective is long-term
growth of capital through investing primarily in equity securities of companies
that its investment adviser believes can produce products or services that
provide or benefit from advances in biotechnology; (6) the Monterey Murphy New
World Technology Fund (the "TECHNOLOGY FUND"), whose objective is long-term
growth of capital through investing primarily in equity securities of companies
that its investment adviser believes can produce products or services that
provide or benefit from advances in technology; (7) the Monterey Murphy New
World Technology Convertibles Fund (the "CONVERTIBLES FUND"), whose objective is
to maximize total return through a combination of capital appreciation and
income; and (8) the Monterey PIAGlobal Bond Fund (the "GLOBAL BOND FUND"), whose
objective is to provide a high level of current income through investing in
bonds denominated in U.S. dollars and other currencies. There is no assurance
that any Fund will attain its objective or objectives.     

   
The Convertibles Fund may invest without limitation in lower quality, high risk,
high yielding debt securities, commonly referred to as "junk bonds." Junk bonds
are more risky than higher rated debt securities. Junk bonds have a greater risk
of default, greater sensitivity to general economic conditions and changes in
interest rates, as well as a thin secondary market, making them subject to
greater price volatility. See "Murphy New World Technology Convertibles Fund" on
page 18 for further information.    

Not all portfolios of the Trust may be available in your state.

   
The date of this Prospectus is March 31, 1997.     

                                   FEE TABLE

<TABLE>
                                   FEE TABLE
<CAPTION>
                                              SHORT-TERM                                                                     GLOBAL
                                             GOVERNMENT   GOVERNMENT  GOLD     EQUITY  BIOTECHNOLOGY   TECHNOLOGY CONVERTIBLES BOND
                                                FUND         FUND     FUND      FUND        FUND          FUND         FUND    FUND
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>       <C>       <C>         <C>           <C>          <C>     <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
   (as a percentage of offering price)          None        4.50%     4.50%     4.50%       None          None         None    None
Maximum Sales Load Imposed
  on Reinvested Dividends                       None         None     None      None        None          None         None    None
Deferred Sales Load                             None         None     None      None        None          None         None    None
Redemption Fees                                 None         None     None      None        None          None         None    None
Exchange Fee                                    None         None     None      None        None          None         None    None

Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees                                0.20%        0.40%     1.00%     1.00%      1.00%         1.00%        0.63%   0.40%
12b-1 Fees                                     0.05%        0.10%     0.99%     0.99%      0.25%         0.25%        0.25%    None
Other Expenses (after expense reimbursement)   0.05%        0.60%     0.45%     0.45%      1.19%         1.19%        1.56%   0.11%
                                               ------       ------   ------    ------      ------        ------       ------  -----
Total Fund Operating Expenses
  (after expense reimbursement)                0.30%        1.10%     2.44%     2.44%      2.44%         2.44%        2.44%   0.51%

</TABLE>

   
EXAMPLE                                        1 YEAR  3 YEARS  5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
You would pay the following expenses on a $1,000 investment, assuming
    (1) 5% annual return and (2) redemption at the end of each time period:

    Short-Term Government Fund                  $ 3     $ 10     $ 17     $ 38
    Equity Fund or Gold Fund                   $69     $118     $169     $310
    Convertibles Fund, Technology Fund 
      or Biotechnology Fund                     $25     $ 76     $130     $278
    Government Fund                             $56     $ 78     $103     $173
    Global Bond Fund                            $ 5     $ 16     $ 29     $ 64
    

   
The purpose of the table above is to assist the investor in understanding the
various costs and expenses that an investor in any of the Funds will bear
directly or indirectly. For a more complete description of the various costs and
expenses, see "Management" and "How to Purchase Shares." The Annual Fund
Operating Expenses for each of the Funds (other than the Global Bond Fund) have
been restated to reflect their current fees and expense reimbursement
commitments.  The Annual Fund Operating Expenses for the Global Bond Fund are
estimated.  If each Fund (other than the Global Bond Fund) had not been
reimbursed for excess operating expenses, the Total Fund Operating Expenses
during the last fiscal year of the Convertibles Fund, the Government Fund, the
Gold Fund, the Equity Fund, the Technology Fund, the Biotechnology Fund and the
Short-Term Government Fund would have been 5.11%, 5.68%, 6.15%, 11.73%, 10.44%,
15.28% and 1.19%, respectively, and Other Expenses during the last fiscal year
of the Convertibles Fund, the Government Fund, the Gold Fund, the Equity Fund,
the Technology Fund, the Biotechnology Fund and the Short-Term Government Fund
would have been 3.66%, 5.20%, 4.23%, 9.42%, 8.55%, 13.28% and 0.80%,
respectively.  Absent reimbursement, the Total Fund Operating Expenses for the
fiscal year ending November 30, 1997 of the Global Bond Fund are estimated to be
1.25%.  THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Long-term
investors (other than investors in the Global Bond Fund) may pay more than the
economic equivalent of the maximum front-end sales charges permitted by the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
    

SUMMARY

   
What are the Funds? SHORT-TERM GOVERNMENT FUND -- The Short-Term Government Fund
seeks to provide investors with a high level of current income, consistent with
low volatility of principal through investing in short term, adjustable rate and
floating rate U.S. Government securities.  Under normal circumstances at least
65% of the Short-Term Government Fund's total assets will consist of short-term
U.S. government securities and adjustable rate and floating rate U.S. government
securities having a duration of less than three years. The Short-Term Government
Fund will maintain a maximum duration of three years and a target duration in a
range of six-months to two-years. The Short-Term Government Fund will maintain a
dollar-weighted maturity of not more than three years determined in accordance
with Securities and Exchange Commission guidelines. See "Investment Objectives
and Policies of the Monterey Mutual Funds."    

  GOVERNMENT INCOME FUND --  The Government Income Fund invests at least 65% of
its total assets in securities of any maturity which are issued or guaranteed by
the U.S. Government or by any of its agencies or instrumentalities, including
U.S. Government-sponsored corporations ("U.S. Government securities"). The
average portfolio maturity of the Government Income Fund will depend on the
analysis of Pacific Income Advisers, Inc. ("PIA"), the Government Income Fund's
investment adviser, as to the shape of the yield curve and the relationship
between expected and actual yield curves of government and non-government
securities. See "Investment Objectives and Policies of the Monterey Mutual
Funds."

  GOLD FUND --  The Gold Fund seeks to achieve long-term growth of capital by
investing primarily in equity securities of domestic and foreign companies
engaged in exploration, refinement, development, manufacture, production or
marketing of gold and other precious metals products. Under normal
circumstances, the Gold Fund's assets will be invested primarily in equity
securities of such companies whose activities are related to gold. Securities of
these companies have been subject to substantial price fluctuations and are
affected by various economic factors that normally do not affect other
investments, which in turn may subject the value of the Gold Fund's shares to
greater fluctuation. See "Investment Objectives and Policies of the Monterey
Mutual Funds."

   
  EQUITY FUND -- The Equity Fund seeks to achieve long-term growth of capital
principally by investing in common stocks of issuers that PIA, the Equity Fund's
investment adviser, anticipates will have both sales and earnings which grow at
a higher than average rate per year. Typically the companies in which the Equity
Fund invests will be well-financed issuers with proven records of profitability,
although such companies may not be the largest and best known companies in their
industry groups. Investing for capital growth involves possible risks as well as
possible rewards.  Since the major portion of the Equity Fund's portfolio will
normally consist of common stocks, its net asset value may be subject to greater
fluctuations than a portfolio containing a substantial amount of fixed income
securities.  See "Investment Objectives and Policies of the Monterey Mutual
Funds."    

  BIOTECHNOLOGY FUND -- The Biotechnology Fund seeks to achieve long-term
growth of capital through investing primarily in equity securities of companies
that its investment adviser, Murphy Asset Management, Inc. ("Murphy"), believes
can produce products or services that provide or benefit from advances in
biotechnology. The term "biotechnology" includes drug development, production
and distribution; agricultural and industrial biotechnology; genetic sequencing
and mapping; drug delivery; biotechnology-based services and other advances
resulting from research and development programs in the medical, animal and life
sciences. Securities of companies in the Biotechnology sector may be considered
speculative, in particular, because of their unpredictable earnings.  As a
consequence, securities of companies in the Biotechnology sector generally
exhibit greater volatility than the overall market. See "Investment Objectives
and Policies of the Monterey Mutual Funds."

  TECHNOLOGY FUND -- The Technology Fund seeks to achieve long-term growth of
capital through investing primarily in equity securities of companies that
Murphy believes can produce products or services that provide or benefit from
advances in technology. Murphy interprets the term "technology" broadly to
include semiconductors and electronic components, computers, computer services,
computer peripherals and software, communications, multimedia, instruments,
office automation, factory automation, robotics, consumer electronics,
electronic games, cable television, pharmaceuticals, biotechnology, medical
devices, superconductivity, specialty materials, alternative energy and other
advances resulting from research and development programs.  Competitive
pressures may have a significant effect on the financial condition of companies
in the technology sectors.  See "Investment Objectives and Policies of the
Monterey Mutual Funds."

   
  CONVERTIBLES FUND -- The Convertibles Fund seeks to maximize total return
through a combination of capital appreciation and income. The Convertibles Fund
under normal circumstances invests at least 65% of its assets in convertible
securities of issuers which Murphy believes can produce products or services
that provide or benefit from advances in technology. The Convertibles Fund may
invest without limitation in lower quality, high risk, high yielding debt
securities, commonly referred to as "junk bonds." These securities are more
risky than higher rated debt securities. Junk bonds have a greater risk of
default, greater sensitivity to general economic conditions and changes in
interest rates as well as a thin secondary market, making them subject to
greater price volatility.  See "Investment Objectives and Policies of the
Monterey Mutual Funds."     

  GLOBAL BOND FUND -- The Global Bond Fund seeks to provide a high level of
current income through investing in bonds denominated in U.S. dollars and other
currencies. (The Global Bond Fund considers a "bond" to mean any debt instrument
other than a money market debt instrument.) The Global Bond Fund provides an
investment vehicle in which investors may participate in the international bond
markets. Because the Global Bond Fund will invest in securities denominated in
foreign currencies, exchange rates may have a significant impact on the
performance of the Global Bond Fund.  See "Investment Objectives and Policies of
the Monterey Mutual Funds."

   
  Are there investment risks? Investing in the Funds involves certain risks.
Certain of the Funds invest in foreign securities. See "Investment Practices and
Risks -- Foreign Securities." Each of the Funds may invest in derivatives. See
"Investment Practices and Risks -- Hedging Instruments." The Convertibles Fund
may invest in junk bonds. See "Investment Objectives and Policies of the
Monterey Mutual Funds." The Gold Fund, the Equity Fund, the Biotechnology Fund,
the Technology Fund, the Convertibles Fund and the Global Bond Fund are non-
diversified. See "Principal Investment Restrictions." Certain of the Funds
invest in Mortgage-Backed Securities. See "Investment Practices and Risks --
Principal Investment Risks." The Gold Fund and the Biotechnology Fund
concentrate their investments. See "Principal Investment Restrictions." The
Short-Term Government Fund, Biotechnology Fund, Technology Fund, Convertibles
Fund and Global Bond Fund may engage in leverage. See "Investment Practices and
Risks -- Borrowing." See also "Investment Practices and Risks -- Principal
Investment Risks."    

   
Who provides professional management? The assets of the Government Fund, the
Equity Fund, the Short-Term Government Fund and the Global Bond Fund are managed
by Pacific Income Advisers, Inc. ("PIA"). PIA is assisted in the management of
the Government Fund by Camborne Advisors, Inc. ("Camborne"), which serves as
Sub-Adviser to the Government Fund. The assets of the Technology Fund, the
Biotechnology Fund and the Convertibles Fund are managed by Murphy Investment
Management ("Murphy"). The assets of the Gold Fund are managed by Orrell Capital
Management, a division of Orrell & Company, Inc. ("Orrell"). The Short-Term
Government Fund pays PIA a monthly fee at the annual rate of 0.20% of its daily
net assets. The Government Fund pays PIA a monthly fee at the annual rate of
0.40% of its daily net assets. PIA pays Camborne a monthly fee at the annual
rate of 0.20% of the Government Fund's daily net assets. The Global Bond Fund
pays PIA a monthly fee at the annual rate of 0.40% of its daily net assets. The
Equity Fund pays PIA a monthly fee at the annual rate of 1.0% of its daily net
assets. The Biotechnology Fund pays Murphy a monthly fee at the annual rate of
1.00% of its daily net assets. The Technology Fund pays the Adviser a monthly
fee at the annual rate of 1.0% of its daily net assets. The Convertibles Fund
pays Murphy a monthly fee at the annual rate of 0.625% of its daily net assets.
The Gold Fund pays Orrell a monthly fee at the annual rate of l% of its daily
net assets. With the exception of the Government Fund, the Biotechnology Fund,
the Technology Fund, the Short-Term Government Fund and the Global Bond Fund,
the fees payable by the Funds are reduced at various asset levels for each Fund.
American Data Services, Inc. provides each Fund with administrative and fund
accounting services, for a monthly fee at the annual rate of 0.10% of each
Fund's daily net assets, subject to a minimum monthly fee of approximately
$1,072 per Fund. See "Management."    

   
  How can you invest in a Fund? You can buy a Fund's shares through the
Distributor, Syndicated Capital, Inc. or dealers who have sales agreements with
the Distributor at their net asset value plus, in the case of the Gold Fund, the
Government Fund and the Equity Fund, a sales charge. The maximum sales charge
for the Gold Fund, the Government Fund and the Equity Fund is 4.50% of the
offering price; this is equal to about 4.71% of the amount invested. The minimum
initial order is $1,000, except for qualified retirement plans and accounts
which establish pre-authorized check plans, for which the minimum initial order
is $100. The Distributor can change these minimums at any time. Each Fund (other
than the Global Bond Fund) also reimburses the Distributor for distribution
expenses and for fees paid to certain other organizations, pursuant to the
Distribution Plan, of up to 0.99% of the daily net assets of the Gold Fund and
the Equity Fund, of up to 0.25% of the daily net assets of the Biotechnology
Fund, the Technology Fund and the Convertibles Fund, of up to 0.10% of the daily
net assets of the Government Fund and 0.05% of the daily net assets of the
Short-Term Government Fund. See "How to Purchase Shares."    

  How can you redeem your shares? You can sell back (redeem) your shares at
their net asset value. This will change with the changing value of the portfolio
securities of the Fund whose shares are being redeemed.

  If the balance in your account (unless it is a qualified retirement plan)
falls below $500, the Trust may redeem the remaining shares and close the
account in certain circumstances. See "How to Redeem Shares."

  What is the value of a share? The value of one of a Fund's shares is its net
asset value. This is simply that Fund's net assets divided by the number of its
shares outstanding. Net assets is the value of securities and other assets less
that Fund's liabilities. See "Net Asset Value."

  What is the tax status of the Funds? The Trust intends for each Fund to
qualify as a "regulated investment company" under Subchapter M of the Internal
Revenue Code. See "Dividends and Tax Status."

FINANCIAL HIGHLIGHTS (for a share outstanding throughout the period)

   
The financial highlights for each of the Funds should be read in conjunction
with the Funds' audited financial statements and the notes thereto which appear
in the Funds' Annual Report to Shareholders. Further information about the
performance of the Funds also is contained in the Funds' Annual Report to
Shareholders, copies of which may be obtained without charge upon request.
(Prior to February 1, 1995, the Monitrend Investment Management, Inc. was the
investment adviser to the Convertibles Fund and the investment objective of the
Convertibles Fund was long-term total return from dividends and realized and
unrealized capital gains from stocks and options which exceeds that of the
Standard & Poor's 100 Index ("Index") through investing in a portfolio of common
stocks which approximately parallels the composition of the Index and by
engaging in various portfolio strategies involving the liquidation of the
portfolio or the use of options and futures contracts to hedge protectively
against adverse changes in stock market values. Between February 1, 1995 and
December 31, 1996, MidCap Associates, Inc. was the investment adviser to the
Convertibles Fund and invested primarily in common stocks included in the S&P
500 Index.  Prior to November 1, 1992, Monitrend Investment Management, Inc. was
the investment adviser to the Government Fund.  Prior to December 13, 1996,
Monitrend Investment Management, Inc. was investment adviser to the Gold Fund
except during the period between February 1, 1991 and August 17, 1994 when the
investment adviser to the Gold Fund was Kensington Capital Management, Inc.
Prior to December 13, 1996, Monitrend Investment Management, Inc. was investment
adviser to the Technology Fund and the Equity Fund and prior to December 20,
1996, Monitrend Investment Management, Inc. was investment adviser to the
Biotechnology Fund. Prior to March 31, 1997 the investment objective of the
Biotechnology Fund was long-term growth of capital through investing primarily
in equity securities of companies engaged in activities relating to the gaming
and leisure industry. The Global Bond Fund commenced operations on March 31,
1997.    


                                               YEARS ENDED         APRIL 22,
                                               NOVEMBER 30,        1994*<F1>
                                             ---------------       THROUGH
                                             1996      1995   NOVEMBER 30, 1994
                                             -----     -----  -----------------
SHORT-TERM GOVERNMENT FUND
(FORMERLY ADJUSTABLE RATE SERIES):
Net asset value, beginning of period        $10.12     $9.98           $10.00
                                            ------    ------           ------
Income from investment operations
- ---------------------------------
Net investment income                         0.56      0.57             0.27
Net realized and unrealized gain (loss) 
 on investments                               0.19      0.14           (0.02)
                                            ------    ------           ------
Total from investment operations              0.75      0.71             0.25
                                            ------    ------           ------
Less distributions
- ------------------
Dividends from net investment income        (0.56)    (0.57)           (0.27)
Dividends to shareholders from capital
  gains                                     (0.10)     0.00             0.00
                                            ------    ------           ------
Total distributions                         (0.66)    (0.57)           (0.27)
                                            ------    ------           ------
Net asset value, end of period              $10.21    $10.12            $9.98
                                            ======    ======           ======

Total return+<F3>                            7.68%     7.50%           2.50%#
- ------------                                                             <F2>

Ratios/supplemental data
- ------------------------
Net assets, end of period (000 omitted)     20,464     3,405            2,041
Ratio of expenses to average 
  net assets +<F4>                           0.44%     0.46%           0.44%#
Ratio of net investment income (loss)                                    <F2>
  to average net assets +<F4>                5.51%     5.71%           4.68%#
                                                                         <F2>
Portfolio turnover rate ***<F5>             21.54%      164%             210%

<TABLE>
<CAPTION>
                                                              YEARS ENDED NOVEMBER 30,
                                       -------------------------------------------------------------------------
                                         1996   1995    1994   1993    1992   1991    1990   1989    1988   1987
                                       ------ ------  ------ ------  ------ ------  ------ ------  ------ ------
<S>                                     <C>   <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>
GOVERNMENT INCOME FUND:
Net asset value,
beginning of period                    $13.88 $12.76  $14.16 $13.13  $13.90 $13.53  $14.35 $13.95  $14.66 $15.02
                                       ------ ------  ------ ------  ------ ------  ------ ------  ------ ------
Income from investment operations
- ---------------------------------
Net investment income                    0.73   0.81    0.87   0.72    0.56   0.77    0.81   1.00    0.76   0.82
Net realized and unrealized gain 
(loss) on investments                   (0.28)  1.12  (1.39)   1.08  (0.68)   0.32  (0.59)   0.22  (0.55) (0.63)
                                       ------ ------  ------ ------  ------ ------  ------ ------  ------ ------
Total from investment operations         0.45   1.93  (0.52)   1.80  (0.12)   1.09    0.22   1.22    0.21   0.19
                                       ------ ------  ------ ------  ------ ------  ------ ------  ------ ------
Less distributions
- ------------------
Dividends to shareholders from net
investment income                      (0.74) (0.81)  (0.88) (0.77)  (0.65) (0.72)  (1.04) (0.82)  (0.92) (0.55)
                                       ------ ------  ------ ------  ------ ------  ------ ------  ------ ------
Net asset value, end of period         $13.59 $13.88  $12.76 $14.16  $13.13 $13.90  $13.53 $14.35  $13.95 $14.66
                                       ====== ======  ====== ======  ====== ======  ====== ======  ====== ======
Total return                            3.42% 15.56% (3.75%) 13.96% (0.93%)  8.28%   1.76%  9.06%   1.52%  1.27%
- ------------
Ratios/supplemental data
- ------------------------
Net assets, end of
 period (000 omitted)                   1,293    947     882  1,280   1,893  3,050   3,641  2,806   3,830  2,969
Ratio of expenses to
 average net assets +<F4>               1.07%  1.10%   1.10%  1.10%   2.17%  2.50%   2.50%  2.50%   2.50%  2.17%
Ratio of net investment income to
 average net assets +<F4>               5.35%  6.04%   6.47%  5.14%   4.32%  5.60%   5.97%  7.02%   5.31%  5.78%
Portfolio turnover rate ***<F5>       129.17%    91%     66%   118%    159%     0%    543%   237%    242%   145%

</TABLE>

<TABLE>
<CAPTION>                                                                
                                                                                                                      FEBRUARY 5,
                                                                                                                          1988*<F1>
                                                                                                                        THROUGH
                                                                   YEARS ENDED NOVEMBER 30,                          NOVEMBER 30,
                                         ----------------------------------------------------------------------------
                                         1996**<F7>1995**<F7>  1994      1993      1992      1991      1990      1989      1988
                                         ------    ------    ------    ------    ------    ------    ------    ------    ------
<S>                                      <C>        <C>      <C>        <C>      <C>       <C>       <C>       <C>       <C>
GOLD FUND:
Net asset value, beginning of period      $5.91     $5.87    $11.94     $9.84    $14.49    $15.65    $19.22    $16.60    $18.00
                                         ------    ------    ------    ------    ------    ------    ------    ------    ------
Income from investment operations
- ---------------------------------
Net investment income (loss)             (0.15)    (0.09)    (0.15)    (0.09)      0.01      0.00      0.29      0.48      0.10
Net realized and unrealized gain
  (loss) on investments                    2.53      0.13    (5.92)      2.20    (4.66)    (0.76)    (3.46)      2.28    (1.50)
                                         ------    ------    ------    ------    ------    ------    ------    ------    ------
Total from investment operations           2.38      0.04    (6.07)      2.11    (4.65)    (0.76)    (3.17)      2.76    (1.40)
                                         ------    ------    ------    ------    ------    ------    ------    ------    ------
Less distributions
- ------------------
Dividends to shareholders from
  net investment income                    0.00      0.00      0.00    (0.01)      0.00    (0.40)    (0.40)    (0.14)      0.00
                                         ------    ------    ------    ------    ------    ------    ------    ------    ------
Net asset value, end of period            $8.29     $5.91     $5.87    $11.94     $9.84    $14.49    $15.65    $19.22    $16.60
                                         ======    ======    ======    ======    ======    ======    ======    ======    ======
Total return                             40.27%     0.68%  (50.84%)    21.47%  (32.09%)   (5.00%)  (16.79%)    16.78%   (7.78%)
- ------------
Ratios/supplemental data
- ------------------------
Net assets, end of period (000 omitted)   1,531       421     1,274     3,147     2,493     1,938     1,939     2,482     1,708
Ratio of expenses to average 
  net assets +<F4>                        2.37%     2.44%     2.45%     2.43%     2.45%     2.50%     2.50%     2.50%    2.50%#<F2>
Ratio of net investment income (loss)
  to average net assets +<F4>           (1.72%)   (1.57%)   (1.26%)   (0.84%)     0.06%   (0.03%)     1.61%     3.37%    1.16%#<F2>
Portfolio turnover rate ***<F5>          35.70%       16%      229%      969%      626%      131%      256%        7%      163%
Average commission rate per share       $.05482

</TABLE>

<TABLE>
<CAPTION>
                                                                                   APRIL 1, 1992*<F1>
                                               YEARS ENDED NOVEMBER 30,                   THROUGH
                                          ------------------------------------
                                         1996**<F7>1995**<F7>  1994      1993   NOVEMBER 30, 1992
                                         ------    ------    ------    ------  ------------------
<S>                                      <C>       <C>       <C>       <C>                 <C>
EQUITY FUND
(FORMERLY GROWTH SERIES):
Net asset value, beginning of period     $15.36    $11.12    $13.35    $13.59              $12.00
                                         ------    ------    ------    ------             -------
Income from investment operations
- ---------------------------------
Net investment loss                      (0.37)    (0.24)    (0.52)    (0.20)              (0.04)
Net realized and unrealized gain
  (loss) on investments                    4.64      4.48    (1.71)    (0.04)                1.63
                                         ------    ------    ------    ------             -------
Total from investment operations           4.27      4.24    (2.23)    (0.24)                1.59
                                         ------    ------    ------    ------             -------
Net asset value, end of period           $19.63    $15.36    $11.12    $13.35              $13.59
                                        =======   =======   =======   =======             =======
Total return                             27.80%    38.13%  (16.70%)   (1.77%)              13.25%
- ------------
Ratios/supplemental data
- ------------------------
Net assets, end of period (000 omitted)     715       526       610     1,261                 557
Ratio of expenses to average 
  net assets +<F4>                        2.25%     2.44%     2.44%     2.44%              2.44%#<F2>
Ratio of net investment income
  (loss) to average net assets +<F4>    (2.07%)   (2.21%)   (2.22%)   (2.02%)            (1.31%)#<F2>
Portfolio turnover rate ***<F5>          41.22%       24%       27%       26%                  3%
Average commission rate per share       $.10548

</TABLE>

<TABLE>
<CAPTION>
                                                                   OCTOBER 21,
                                       YEARS ENDED NOVEMBER 30,     1993*<F1>
                                       -----------------------      THROUGH
                                      1996**<F7>1995**<F7>1994 NOVEMBER 30, 1993
                                       ------ ------    ------ -----------------
<S>                                     <C>   <C>        <C>               <C>
BIOTECHNOLOGY FUND
(FORMERLY GAMING & LEISURE SERIES):
Net asset value, beginning of period    $6.74  $6.12     $7.99             $8.00
                                       ------ ------    ------            ------
Income from investment operations
- ---------------------------------
Net investment loss                    (0.17) (0.15)    (0.08)            (0.01)
Net realized and unrealized gain
  (loss) on investments                  0.62   0.77    (1.79)              0.00
                                       ------ ------    ------            ------
Total from investment operations         0.45   0.62    (1.87)              0.01
                                       ------ ------    ------            ------
Net asset value, end of period          $7.19  $6.74     $6.12             $7.99
                                       ====== ======    ======            ======
Total return+<F3>                       6.67% 10.13%  (23.40%)           (0.13%)
- ------------
Ratios/supplemental data
- ------------------------
Net assets, end of period (000 omitted)   231    400       824               634
Ratio of expenses to average 
  net assets +<F4>                      2.65%  2.89%     2.89%            2.70%#
                                                                            <F2>
Ratio of net investment income (loss)
  to average net assets +<F4>         (2.31%)(2.18%)   (1.18%)          (2.03%)#
                                                                            <F2>
Portfolio turnover rate ***<F5>         2.79%    37%       27%                 0
Average commission rate per share     $.09613

</TABLE>

<TABLE>
<CAPTION>
                                                                   NOVEMBER 9,
                                       YEARS ENDED NOVEMBER 30,     1993*<F1>
                                       -----------------------      THROUGH
                                      1996**<F7>1995**<F7>1994 NOVEMBER 30, 1993
                                       ------ ------    ------ -----------------
<S>                                     <C>   <C>       <C>               <C>
TECHNOLOGY FUND:
Net asset value, beginning of period   $17.81 $14.35    $14.82            $15.00
                                       ------ ------    ------            ------
Income from investment operations
- ---------------------------------
Net investment loss                    (0.40) (0.32)    (0.18)            (0.01)
Net realized and unrealized gain                       
  (loss) on investments                  4.86   4.19    (0.29)            (0.17)
                                       ------ ------    ------            ------
Total from investment operations         4.46   3.87    (0.47)            (0.18)
                                       ------ ------    ------            ------
Less distributions
- ------------------
Dividends to shareholders from
  capital gains                        (1.76) (0.41)      0.00              0.00
                                       ------ ------    ------            ------
Net asset value, end of period         $20.51 $17.81    $14.35            $14.82
                                       ====== ======    ======            ======
Total return+<F3>                      26.32% 26.95%   (3.17%)           (1.20%)
- ------------
Ratios/supplemental data
- ------------------------
Net assets, end of period 
  (000 omitted)                           886    281       283                38
Ratio of expenses to average 
  net assets +<F4>                      2.34%  2.44%     2.44%            1.70%#<F2>
Ratio of net investment income to
  average net assets +<F4>            (2.06%) (1.97%)   (1.79%)          (1.63%)#<F2>
Portfolio turnover rate ***<F5>        17.33%    41%       29%                 0
Average commission rate per share     $.07989

</TABLE>

<TABLE>
<CAPTION>

                                                                                                                  FEBRUARY 5,
                                                                                                                        1988*<F1>
                                                                                                                      THROUGH
                                                       YEARS ENDED NOVEMBER 30,                                  NOVEMBER 30,
                                          ----------------------------------------------------------
                                           1996    1995   1994    1993   1992    1991   1990    1989                     1988
                                          -----   -----  -----   -----  -----   -----  -----   -----                   ------
<S>                                       <C>    <C>    <C>     <C>    <C>     <C>    <C>     <C>                      <C>
CONVERTIBLES FUND
(FORMERLY GROWTH & INCOME SERIES):
Net asset value, beginning of period     $21.42  $16.67 $17.20  $18.53 $19.20  $18.46 $19.00  $16.59                   $18.00
                                          -----   -----  -----   -----  -----   -----  -----   -----                   ------
Income from investment operations
- ---------------------------------
Net investment income                      0.01    0.02   0.09    0.07   0.16    0.14  0.23&    0.04                     0.15
Net realized and unrealized gain
(loss) on investments                      5.23    4.82 (0.58)  (1.22) (0.67)    0.82 (0.68)    2.48                   (1.56)
                                          -----   -----  -----   -----  -----   -----  -----   -----                   ------
Total from investment operations           5.24    4.84 (0.49)  (1.15) (0.51)    0.96 (0.45)    2.52                   (1.41)
                                          -----   -----  -----   -----  -----   -----  -----   -----                   ------
Less distributions
- ------------------
Dividends to shareholders from net
investment income                        (0.02)  (0.09) (0.04)  (0.18) (0.16)  (0.22) (0.09)  (0.11)                     0.00
                                          -----   -----  -----   -----  -----   -----  -----   -----                   ------
Net asset value, end of period           $26.64  $21.42 $16.67  $17.20 $18.53  $19.20 $18.46  $19.00                   $16.59
                                         ======  ====== ======  ====== ======  ====== ======  ======                  =======
Total return+<F3>                        24.49%  29.19%(2.86%) (6.26%)(2.68%)   5.26%(2.38%)  15.28%                  (7.83%)
- ------------
Ratios/supplemental data
- ------------------------
Net assets, end of period (000 omitted)   1,560   1,377  1,573   2,538  6,149  12,667  7,145   2,379                      372
Ratio of expenses to average 
  net assets +<F4>                        2.26%   2.44%  2.44%   2.44%  2.44%   2.50% 2.51%&   2.50%                   2.50%#<F2>
Ratio of net investment income to                                                        <F6>
average net assets +<F4>                  0.04%   0.10%  0.46%   0.21%  0.57%   0.90%  2.02%   1.98%                   1.54%#<F2>
Portfolio turnover rate ***<F5>          80.93%    152%     0%   1.59%  4.52%  13.30%110.00%  32.00%                  291.00%
Average commission rate per share       $.13859

</TABLE>

NOTES TO FINANCIAL HIGHLIGHTS
*<F1>Commencement of Operations.
#<F2>Annualized.
+<F3>Total return does not reflect sales loads charged by the Funds and is not
annualized for periods less than one year.
+<F4>Net of expense reimbursement. If the expense reimbursement had not been in
effect, the ratio of expenses to average net assets for the periods illustrated
for each Fund would have been as follows:  for the Government Fund, 5.68%,
5.73%, 5.52%, 3.66%, 3.86%, 3.53%, 3.60%, 4.13%, 4.62%, and 4.03%, respectively;
for the Gold Fund, 6.15%, 12.52%, 5.58%, 4.55%, 4.71%, 4.48%, 4.48%, 5.19% and
5.06%, respectively; for the Equity Fund, 11.73%, 11.44%, 8.52%, 6.44% and
12.12%, respectively; for the Technology Fund, 10.44%, 18.74%, 11.19% and 
30.48%, respectively; for the Biotechnology Fund, 15.28%, 9.96%, 6.40% and 
5.19%, respectively, for the Convertibles Fund, 5.11%, 6.08%, 5.46%, 4.39%, 
3.46%, 3.85%, 3.94%, 13.72% and 16.13%, respectively; and for the Short-Term 
Government Fund, 1.19%, 2.01%, 3.46%.
***<F5>An annual portfolio turnover rate is, in general, the percentage computed
by taking the lesser of purchases or sales of portfolio securities (excluding
certain short-term securities) for a year and dividing that amount by the
monthly average of the market value of such securities during the year.
&<F6>On a per share basis, includes taxes of $.01 and 0.01% expenses of average
net assets.
**<F7>Based on average shares outstanding.

INVESTMENT OBJECTIVES AND POLICIES OF THE MONTEREY MUTUAL FUNDS

                         PIA SHORT-TERM GOVERNMENT FUND

THE OBJECTIVE AND BASIC PORTFOLIO OF THE SHORT-TERM GOVERNMENT FUND (FORMERLY
ADJUSTABLE RATE FUND)

The Short-Term Government Fund's objective is to provide investors with a high
level of current income, consistent with low volatility of principal through
investing in short term, adjustable rate and floating rate U.S. Government
securities. Under normal circumstances at least 65% of the Short-Term Government
Fund's portfolio will consist of short-term U.S. government securities and
adjustable rate and floating rate U.S. government securities having a duration
of less than three (3) years.

   
  The Short-Term Government Fund's portfolio will have a maximum duration of
three (3) years. Under normal interest rate conditions, the Short-Term
Government Fund's actual duration is expected to be in a range of  six-months to
two-years. The Short-Term Government Fund's duration is a measure of the price
sensitivity of the portfolio, including expected cash flow and mortgage
prepayments for mortgage pass through securities, under a wide range of interest
rate scenarios. Maturity measures only the time until final payment is due on a
bond or other debt security; it does not take into account the pattern of a
security's cash flows over time, including how cash flow is affected by
prepayments and by changes in interest rates. In computing the duration of its
portfolio, the Short-Term Government Fund will have to estimate the duration of
obligations that are subject to prepayment or redemption by the issuer taking
into account the influence of interest rates on prepayments and coupon flows.
This method of computing duration is known as option-adjusted duration. The
Short-Term Government Fund may use various techniques to shorten or lengthen the
option-adjusted duration of its portfolio including the acquisition of debt
obligations at a premium or discount or the purchase or sale of futures
contracts on debt securities or put and call options on debt securities and
futures contracts on debt securities. The Short-Term Government Fund will
maintain a dollar-weighted maturity of not more than three years determined in
accordance with Securities and Exchange Commission guidelines. See "Other
Investments and Practices."    

  When interest rates decline, the value of a portfolio invested in fixed rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a portfolio invested in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields of portfolio securities representing interests in
such loans will gradually align themselves to reflect changes in market interest
rates, causing the value of such a portfolio to fluctuate less dramatically in
response to interest rate fluctuations than would a portfolio of fixed rate
obligations. PIA expects the Short-Term Government Fund's net asset value to be
relatively stable during normal market conditions since the Short-Term
Government Fund's portfolio will consist primarily of short term U.S. government
securities, floating rate U.S. government securities and adjustable rate
Mortgage-Backed Securities (as hereinafter defined below) and since it will
maintain a maximum duration of three (3) years and utilize certain interest rate
hedging techniques. However, a sudden and extreme increase in prevailing
interest rates may cause a significant decline in the Short-Term Government
Fund's net asset value. Conversely, a sudden and extreme decline in interest
rates could result in an increase in the Short-Term Government Fund's net asset
value.

  Because the Short-Term Government Fund's investments are interest rate
sensitive, its performance will depend in large part upon the ability of PIA to
anticipate and respond to fluctuations in market interest rates and to utilize
appropriate strategies to maximize returns to the Short-Term Government Fund,
while attempting to minimize the associated risks to its invested capital.
Operating results will also depend upon the availability of opportunities for
the investment of the Short-Term Government Fund's assets, including purchases
and sales of suitable securities.

MORTGAGE-BACKED SECURITIES

Mortgage-Backed Securities are securities that directly or indirectly represent
participations in, or are collateralized by and payable from, mortgage loans
secured by real property.

  The investment characteristics of adjustable and fixed rate Mortgage-Backed
Securities differ from those of traditional fixed income securities. The major
differences include the payment of interest and principal on Mortgage-Backed
Securities on a more frequent (usually monthly) schedule, and the possibility
that principal may be prepaid at any time due to prepayments on the underlying
mortgage loans or other assets. These differences can result in significantly
greater price and yield volatility than is the case with traditional fixed
income securities. As a result, if the Short-Term Government Fund purchases
Mortgage-Backed Securities at a premium, a faster than expected prepayment rate
will reduce both the market value and the yield to maturity from those which
were anticipated. A prepayment rate that is slower than expected will have the
opposite effect of increasing yield to maturity and market value. Conversely, if
the Short-Term Government Fund purchases Mortgage-Backed Securities at a
discount, faster than expected prepayments will increase, while slower than
expected prepayments will reduce, yield to maturity and market value. PIA will
seek to manage these potential risks and benefits by investing in a variety of
Mortgage-Backed Securities and by using certain hedging techniques. See "Other
Investments and Practices."

  Prepayments on a pool of mortgage loans are influenced by a variety of
factors, including economic conditions, changes in mortgagors' housing needs,
job transfer, unemployment, mortgagors' net equity in the mortgage properties
and servicing decisions. The timing and level of prepayments cannot be
predicted. Generally, however, prepayments on adjustable rate mortgage loans and
fixed rate mortgage loans will increase during a period of falling mortgage
interest rates and decrease during a period of rising mortgage interest rates.
Accordingly, the amounts of prepayments available for reinvestment by the Short-
Term Government Fund are likely to be greater during a period of declining
mortgage interest rates. If general interest rates also decline, such
prepayments are likely  to be reinvested at lower interest rates than the Short-
Term Government Fund was earning on the Mortgage-Backed Securities that were
prepaid.

  A significant portion of the mortgage loans underlying the Mortgage-Backed
Securities in which the Short-Term Government Fund invests will be adjustable
rate mortgage loans ("ARMs"). ARMs eligible for inclusion in a mortgage pool
will generally provide for a fixed initial mortgage interest rate for a
specified period of time. Thereafter, the interest rates (the "Mortgage Interest
Rates") may be subject to periodic adjustment based on changes in the applicable
index rate (the "Index Rate"). The adjusted rate would be equal to the Index
Rate plus a gross margin, which is a fixed percentage spread over the Index Rate
established for each ARM at the time of its origination.

  Adjustable interest rates can cause payment increases that some mortgagors
may find difficult to make. However, certain ARMs may provide that the Mortgage
Interest Rate may not be adjusted to a rate above an applicable lifetime maximum
rate or below an applicable lifetime minimum rate for such ARMs. Certain ARMs
may also be subject to limitations on the maximum amount by which the Mortgage
Interest Rate may adjust for any single adjustment period (the "Maximum
Adjustment"). Other ARMs ("Negatively Amortizing ARMs") may provide instead or
as well for limitations on changes in the monthly payment on such ARMs.
Limitations on monthly payments can result in monthly payments which are greater
or less than the amount necessary to amortize a Negatively Amortizing ARM by its
maturity at the Mortgage Interest Rate in effect in any particular month. In the
event that a monthly payment is not sufficient to pay the interest accruing on a
Negatively Amortizing ARM, any such excess interest is added to the principal
balance of the loan, causing negative amortization, and is repaid through future
monthly payments. It may take borrowers under Negatively Amortizing ARMs longer
periods of time to achieve equity and may increase the likelihood of default by
such borrowers. In the event that a monthly payment exceeds the sum of the
interest accrued at the applicable Mortgage Interest Rate and the principal
payment which would have been necessary to amortize the outstanding principal
balance over the remaining term of the loan, the excess (or "accelerated
amortization") further reduces the principal balance of the ARM. Negatively
Amortizing ARMs do not provide for the extension of their original maturity to
accommodate changes in their Mortgage Interest Rate. As a result, unless there
is a periodic recalculation  of the payment amount (which there generally is),
the final payment may be substantially larger than the other payments. These
limitations on periodic increases in interest rates and on changes in monthly
payments protect borrowers from unlimited interest rate and payment increases.

  Mortgage-Backed Securities include Mortgage-Backed securities or other
securities collateralized by U.S. Government securities, including Mortgage-
Backed Securities representing ownership interests in the underlying mortgage
loans and providing for monthly payments that are a "pass-through" of the
monthly interest and principal payments (including any prepayments) made by the
individual borrowers on the pooled mortgage loans, net of any fees paid to the
guarantor of such securities and the servicer of the underlying mortgage loans.
Such Mortgage-Backed Securities will include those issued or guaranteed by the
Government National Mortgage Association ("Ginnie Mae"), the Federal National
Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage
Association ("Freddie Mac"). Additional information regarding Ginnie Mae
certificates, Fannie Mae certificates and Freddie Mac certificates is set forth
in the Statement of Additional Information.

  The Short-Term Government Fund may also invest in multiple class U.S.
Government securities, including guaranteed collateralized mortgage obligations
("CMOs") and REMIC pass-through or participation certificates. A REMIC is a CMO
that qualifies for special tax treatment under the Code.

  CMOs and REMIC certificates are issued in multiple classes. Each class of
CMOs or REMIC certificates, often referred to as a "tranche," is issued at a
specific adjustable or fixed interest rate and must be fully retired no later
than its final distribution date. Principal prepayments on the mortgage loans or
other assets ("Mortgage Assets") underlying the CMOs or REMIC certificates may
cause some or all of the class of CMOs or REMIC certificates to be retired
substantially earlier than their final distribution dates. Generally, interest
is paid or accrued on all classes of CMOs or REMIC certificates on a monthly
basis.

  The principal of and interest on the Mortgage Assets may be allocated among
the several classes of CMOs or REMIC certificates in various ways. In certain
structures (known as "sequential pay" CMOs or REMIC certificates), payments of
principal, including any principal prepayments, on the Mortgage Assets generally
are applied to the classes of CMOs or REMIC certificates in the order of their
respective final distribution dates. Thus no payment of principal will be made
on any class of sequential pay CMOs or REMIC certificates until all other
classes having an earlier final distribution date have been paid in full.

  Additional structures of CMOs and REMIC certificates include, among others,
"parallel pay" CMOs and REMIC certificates. Parallel pay CMOs or REMIC
certificates are those which are structured to apply principal payments and
prepayments of the Mortgage Assets to two or more classes concurrently on a
proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.

  A wide variety of REMIC certificates may be issued in the parallel pay or
sequential pay structures. These securities include accrual certificates (also
known as "Z-Bonds"), which only accrue interest at a specified rate until all
other certificates having an earlier final distribution date have been retired
and are converted thereafter to an interest-payment security, and planned
amortization class ("PAC") certificates, which are parallel pay REMIC
certificates which generally require that specified amounts of principal be
applied on each payment date to one or more classes of REMIC certificates (the
"PAC Certificates"), even though all other principal payments and prepayments of
the Mortgage Assets are then required to be applied to one or more other classes
of the certificates. The scheduled principal payments for PAC Certificates
generally have the highest priority on each payment date after interest due has
been paid to all classes entitled to receive interest currently. Shortfalls, if
any, are added to the amount payable on the next payment date. The PAC
Certificate payment schedule is calculating the final distribution date of each
class of PAC. In order to create PAC tranches, one or more tranches generally
must be created that absorb most of the volatility in the underlying mortgage
assets. These tranches tend to have market prices and yields that are much more
volatile than the PAC classes.

  The Short-Term Government Fund may invest in stripped Mortgage-Backed U.S.
government securities ("SMBS"). SMBS are usually structured with two classes
that receive different proportions of the interest and principal distributions
from a pool of Mortgage Assets. A common type of SMBS will have one class
receiving all of the interest from the Mortgage Assets, while the other class
will receive all of the principal. However, in some instances, one class will
receive some of the interest and most of the principal while the other class
will receive most of the interest and the remainder of the principal. If the
underlying Mortgage Assets experience greater than anticipated prepayments of
principal, the Short-Term Government Fund may fail to fully recover its initial
investment in these securities. Certain SMBS may not be readily marketable and
will be considered illiquid for purposes of the Short-Term Government Fund's
limitation on investments in illiquid securities. Whether SMBS are liquid or
illiquid will be determined in accordance with guidelines established by the
Trust's Board of Trustees. The market value of the class consisting entirely of
principal payments generally is unusually volatile in response to changes in
interest rates. The yields on a class of SMBS that receives all or most of the
interest from Mortgage Assets are generally higher than prevailing market yields
on other Mortgage-Backed Securities because their cash flow patterns are more
volatile and there is a greater risk that the initial investment will not be
fully recouped. PIA will seek to manage these risks (and potential benefits) by
investing in a variety of such securities and by using certain hedging
techniques. See "Investment Practices and Risks."

OTHER INVESTMENTS AND PRACTICES

The Short-Term Government Fund may purchase securities on a when-issued basis.
When-issued transactions arise when securities are purchased by the Short-Term
Government Fund with payment and delivery taking place in the future in order to
secure what is considered to be an advantageous price and yield to the Short-
Term Government Fund at the time of entering into the transaction. The Short-
Term Government Fund may also purchase securities on a forward commitment basis.
In a forward commitment transaction, the Short-Term Government Fund contracts to
purchase securities for a fixed price at a future date beyond customary
settlement time. The Short-Term Government Fund is required to hold and maintain
in a segregated account until the settlement date, cash or other liquid assets
in an amount sufficient to meet the purchase price. Alternatively, the Short-
Term Government Fund may enter into offsetting contracts for the forward sale of
other securities that it owns. The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of the security to
be purchased declines prior to the settlement date. Although the Short-Term
Government Fund would generally purchase securities on a when-issued or forward
commitment basis with the intention of actually acquiring securities for its
portfolio, the Short-Term Government Fund may dispose of a when-issued security
or forward commitment prior to settlement if PIA deems it appropriate to do so.

  The Short-Term Government Fund may enter into mortgage "dollar rolls" in
which the Short-Term Government Fund sells Mortgage-Backed Securities for
delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. During the roll period, the Short-Term Government Fund forgoes
principal and interest paid on the Mortgage-Backed Securities. The Short-Term
Government Fund is compensated by the difference between the current sales price
and the lower forward price for the future purchase (often referred to as the
"drop") as well as by the interest earned on the cash proceeds of the initial
sale. A "covered roll" is a specific type of dollar roll for which there is an
offsetting cash position or a cash equivalent security position which matures on
or before the forward settlement date of the dollar roll transaction. The Short-
Term Government Fund will only enter into covered rolls. Covered rolls are not
treated as a borrowing or other senior security and will be excluded from the
calculation of the Short-Term Government Fund's borrowings and other senior
securities.

  The Short-Term Government Fund may invest in U.S. Government securities of
the same types as the Government Fund. See "The Objectives, Basic Portfolio and
Allocation of Assets of the Government Income Fund." The Short-Term Government
Fund will not invest more than 10% of the value of its net assets in illiquid
securities.

  In addition, the Short-Term Government Fund may invest up to 35% of its total
assets in Mortgage-Backed Securities, corporate bonds and debentures rated A or
better by Standard &Poor's Corporation ("S&P") or by Moody's Investors Service,
Inc. ("Moody's") and commercial paper master notes rated A-1 or better by S&P or
prime-1 by Moody's. A description of the foregoing ratings is set forth in the
Appendix to this Prospectus and in the Statement of Additional Information.

  Finally, the Short-Term Government Fund may leverage its investments and lend
its portfolio securities. See "Borrowing" and "Lending Portfolio Securities"
below.

                        CAMBORNE GOVERNMENT INCOME FUND

THE OBJECTIVES, BASIC PORTFOLIO AND ALLOCATION OF ASSETS OF THE GOVERNMENT
INCOME FUND

The objectives of the Government Income Fund are growth of capital, whether over
the short- or long-term, income and preservation of capital. PIA will seek to
achieve the Government Income Fund's objectives by investing, as a matter of
fundamental policy, at least 65% of the total assets in securities of any
maturity which are issued or guaranteed by the U.S. Government or by any of its
agencies or instrumentalities, including U.S. Government-sponsored corporations
(which may be subject to repurchase agreements), and in the hedging instruments
discussed below. Up to 35% of the portfolio assets of the Government Income Fund
may be invested in other securities, including foreign securities, which at the
time of purchase are rated A or better by any of S&P, Moody's, Duff & Phelps,
Inc. ("Duff & Phelps") or IBAC, Inc. ("IBAC"). A description of the foregoing
ratings is set forth in the Appendix to this Prospectus and in the Statement of
Additional Information.

  Obligations of certain agencies and instrumentalities of the U.S. Government,
such as those of the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration and the Government National Mortgage Association, are supported
by the full faith and credit of the U.S. Treasury; others, such as the Federal
Home Loan Banks, Federal Intermediate Credit Banks and the Tennessee Valley
Authority, are supported by the right of the issuer to borrow from the U.S.
Treasury; others, such as those of the Federal National Mortgage Association,
are supported by the discretionary authority of the U.S. Government to purchase
the agency's obligations; still others, such as those of the Student Loan
Marketing Association, are supported only by the credit of the instrumentality.
While the U.S. Government currently provides financial support to such U.S.
Government-sponsored instrumentalities, including U.S. Government-sponsored
corporations, no assurance can be given that it always will do so. The U.S.
Government, its agencies and instrumentalities, including U.S. Government-
sponsored corporations, do not guarantee the market value of their securities,
and consequently, the value of such securities may fluctuate.

  The Government Income Fund may invest in zero coupon Treasury securities
which consist of Treasury Notes and Bonds that have been stripped of their
unmatured interest coupons by the U.S. Department of Treasury. A zero coupon
Treasury security pays no interest to its holders during its life and its value
to an investor consists of the difference between its face value at the time of
maturity and the price for which it was acquired, which is generally an amount
much less than its face value. Zero coupon Treasury securities are generally
subject to greater fluctuations in value in response to changing interest rates
than debt obligations that pay interest currently.

  The allocation between U.S. Government securities and other securities is
based on PIA's analysis of the yield differential between these sectors. When
the yield differential between government and non-government sectors is narrow,
PIA will in most situations structure the portfolio so that the proportion of
assets invested in U.S. Government securities is above average. Conversely, when
the differential is high, the proportion invested in U.S. Government securities
will in most situations be below average.

  The average portfolio duration of the Government Income Fund, and thus the
allocation of its assets between longer term securities and shorter term
securities will depend on PIA's outlook on the shapes of the yield curves of
Treasury securities and other major classifications of fixed income securities,
and thus on the market values of such securities. PIA maintains a data base of
historical yield curve shapes and has developed a methodology of analyzing such
shapes. PIA believes that periodic deviations from the normal yield curve
provide investors with significant opportunities to achieve above average
portfolio yields on a risk-adjusted basis. PIA will generally seek to invest the
Government Fund's assets in those securities which are most likely to experience
the most significant declines in relative yield as their yield curves "spring
back" to a more normal shape. When the yield curves are relatively steep, the
Government Fund's portfolio will likely consist of securities having longer than
average maturities. When the yield curves are flat or inverted, such Fund's
portfolio will likely consist of securities having shorter than average
maturities. There is no assurance that PIA's portfolio allocation, as described
above, will be correct. Incorrect allocation could result in the Government
Income Fund's having a long dollar-weighted average portfolio maturity when
interest rates are increasing, or the Government Income Fund could have a
substantial portion of its assets hedged in a short hedge when interest rates
are declining.

  See "Principal Investment Risks" for possible risks, and the Statement of
Additional Information for a description, of investing in U.S. Government
securities.

                                 OCM GOLD FUND      

THE OBJECTIVE AND BASIC PORTFOLIO OF THE GOLD FUND

The Gold Fund's investment objective is long-term growth of capital. The Gold
Fund will attempt to achieve its objective by investing primarily in equity
securities of domestic and foreign companies engaged in exploration, refining,
development, manufacture, production or marketing of gold and other precious
metals products. Under normal circumstances, at least 65% of the Gold Fund's
assets will be invested in equity securities of such companies whose activities
are related to gold, or in call options where the underlying investments to
which the calls relate are such equity securities.

   
  In addition to gold related investments, the Gold Fund may invest in
securities of companies whose activities are related to other precious metals,
such as silver, platinum and palladium, or in companies engaged in the
manufacture or production of products incorporating precious metals, such as
jewelry, photographic supplies, medical equipment and supplies and companies
engaged in marketing precious metals or precious metals products. The Gold Fund
may also purchase gold, silver, platinum and palladium bullion. The Gold Fund
may also purchase such metals in the form of coins, if there is an actively
quoted market for the coins. Coins will only be purchased for their metallic
value and not for their currency or numismatic value.    

  The Gold Fund will invest primarily in equity securities -- that is, common
stocks or securities having equity characteristics, such as warrants or in call
options as indicated above. At any time Orrell deems it advisable for temporary
defensive purposes, the Gold Fund may invest all or a portion of its assets in
U.S. Government securities, principally expected to be Treasury Bills, bank
instruments or commercial paper master notes. See "Principal Investment Risks"
for possible risks, and the Statement of Additional Information for a
description, of U.S. Government securities. The Gold Fund may hedge its equity
holdings and write covered call and put options to generate income for liquidity
purposes (see "Hedging Instruments"). The Gold Fund may also lend its securities
as discussed below. (See "Lending Portfolio Securities").

  The production and marketing of gold and precious metals may be affected by
the action of certain governments and changes in existing governments. For
example, the mining of gold is highly concentrated in a few countries. In
current order of magnitude of production of gold bullion, the five largest
producers of gold are the Republic of South Africa, the former USSR, Canada,
Brazil and the United States. It is expected that a majority of gold mining
companies in which the Gold Fund will invest will be located within the United
States, Canada and Australia.

  The prices of gold and precious metals mining securities have been subject to
substantial price fluctuations over short periods of time and may be affected by
unpredictable international monetary and political developments such as currency
devaluations or revaluations, economic and social conditions within a country,
trade imbalances, or trade or currency restrictions between countries. The use
of gold or Special Drawing Rights (which are used by members of the
International Monetary Fund for international settlements) to settle net
deficits and surpluses in trade and capital movements between nations subjects
the supply and demand, and therefore the price of gold, to a variety of economic
factors that normally do not affect other investments.

  Investments in gold, silver, platinum and palladium bullion do not generate
income and will subject the Gold Fund to taxes and insurance, and shipping and
storage costs. The sole source of return to the Gold Fund from such investments
would be gains realized on sales, and a negative return would be realized if
such investments are sold at a loss. The Gold Fund intends to qualify as a
regulated investment company under the Internal Revenue Code of 1986 (the
"Code") so that the Gold Fund will not be subject to Federal income taxes on its
taxable income to the extent distributed to shareholders. The Gold Fund's
investment in gold, silver, platinum and palladium bullion may result in its
failure to meet certain of the income or asset tests prescribed by the Code. To
reduce this risk, Orrell will endeavor to manage the Gold Fund's portfolio so
that (i) less than 10% of the Gold Fund's gross income each year will be derived
from its investments in gold, silver, platinum and palladium bullion and (ii)
less than 50% of the value of the Gold Fund's assets, at the end of each
quarter, will be invested in gold, silver, platinum and palladium bullion.

                                PIA EQUITY FUND     

   
THE OBJECTIVE AND BASIC PORTFOLIO OF THE EQUITY FUND
(FORMERLY GROWTH FUND)    

   
The Equity Fund's objective is long-term growth of capital. The Equity Fund will
attempt to achieve its objective by investing primarily in growth stocks. PIA
considers growth stocks to be common stocks of issuers that it anticipates will
grow at a higher than average rate per year in both sales and earnings. Under
normal circumstances, at least 65% of the Equity Fund's assets will be invested
in growth stocks.    

   
  The issuers of the growth stocks in which the Equity Fund invests may exhibit
some or all of the following characteristics: (i) a positive cash flow to allow
for self-financing growth; (ii) a return on equity of close to 20%; (iii) a debt
to equity ratio lower than that of the average public company; (iv) the payment
of taxes at normal tax rates; (v) a diversified customer and supplier base; (vi)
accounts receivable having an average maturity of less than 70 days; and (vii)
increasing operating margins and declining sales and administrative expenses.
Such companies may not be the largest and best known companies in their industry
groups. Frequently such companies will be in rapidly growing sectors of the
economy and often bring proprietary skills to a developing niche in a particular
market.    

  In selecting investments PIA will consider the public filings of issuers with
the Securities and Exchange Commission as well as research reports of broker-
dealers and trade publications. In appropriate situations, PIA  may meet with
management. Greater weight will be given to internal factors such as product or
service development than to external factors such as interest rate changes and
general stock market trends.

   
  When PIA deems it advisable for temporary defensive purposes, the Equity Fund
may invest a portion of its assets in U.S. Government securities, principally
expected to be Treasury Bills, bank instruments, commercial paper master notes
or repurchase agreements. See "Principal Investment Risks" for possible risks,
and the Statement of Additional Information for a description of U.S. Government
securities and repurchase agreements. Additionally the Equity Fund may hedge
some or all of its portfolio of common stocks. See "Hedging Instruments."    

   
  Since the major portion of the Equity Fund's portfolio will normally be
invested in common stocks, the Equity Fund's net asset value may be subject to
greater fluctuations than a portfolio containing a substantial amount of fixed
income securities. There can be no assurance that the investment objective of
the Equity Fund will be realized. Nor can there be assurance that the Equity
Fund's portfolio will not decline in value.    

   
  The Equity Fund may invest in equity securities of smaller companies which
are judged by PIA to possess strong growth characteristics. Such companies may
be new, less well-known or undercapitalized companies. Securities of smaller
growth companies may be subject to more abrupt or erratic market movements than
those of larger, more established companies, in particular, because such
companies typically are subject to greater fluctuation in earnings and
prospects. In addition, securities of smaller companies may be subject to
liquidity risk.    

                      MURPHY NEW WORLD BIOTECHNOLOGY FUND

THE OBJECTIVE AND BASIC PORTFOLIO OF THE BIOTECHNOLOGY FUND (FORMERLY GAMING &
LEISURE FUND)

The Biotechnology Fund's objective is long-term growth of capital through
investing primarily in equity securities of companies that Murphy believes can
produce products or services that provide or benefit from advances in
biotechnology. The term "biotechnology" includes drug development, production
and distribution; agricultural and industrial biotechnology; genetic sequencing
and mapping; drug delivery; biotechnology-based services and other advances
resulting from research and development programs in the medical, animal and life
sciences.

  Under normal circumstances, at least 65%, but at all times 25%, of the
Biotechnology Fund's assets will be invested in equity securities of companies
engaged in the biotechnology sector.  The equity securities in which the
Biotechnology Fund may invest will consist of common stocks, preferred stocks
and convertible securities, as well as warrants to purchase such securities. The
Biotechnology Fund does not intend to invest in debt securities of companies
engaged in activities related to the biotechnology sector, other than temporary
investments in money market instruments for defensive purposes as described
below.

  Companies in the biotechnology sector have unpredictable earnings. Products
offered by companies in the biotechnology sector are subject to risks of
obsolescence and intense competition. Companies in the biotechnology sector are
subject to extensive government regulation and may be affected by the
enforcement of patent, trademark and other intellectual property laws.
Securities of companies in the biotechnology sector generally exhibit greater
volatility than the overall market. Such companies may be of small or medium
capitalization and as a consequence their securities may be subject to more
abrupt or erratic market movements than those of larger, more established
companies and may be subject to liquidity risk.

  When Murphy deems it advisable for temporary defensive purposes, the
Biotechnology Fund may invest a portion of its assets in U.S. Government
securities, principally expected to be Treasury Bills, bank instruments,
commercial paper master notes or repurchase agreements. See "Principal
Investment Risks" for possible risks, and the Statement of Additional
Information for a description of U.S. Government securities and repurchase
agreements. Additionally the Biotechnology Fund may hedge some or all of its
portfolio of common stocks.  See "Hedging Instruments." The Biotechnology Fund
also may leverage its investments, lend its portfolio securities and invest in
foreign securities. See "Borrowing", "Lending Portfolio Securities" and "Foreign
Securities" below.

  The Biotechnology Fund may effect "short sales" of securities. A "short sale"
is made by selling a security the Fund does not own. Whenever the Biotechnology
Fund effects a short sale, it will put in a segregated account cash or other
liquid securities equal to the difference between (a) the market value of the
securities sold short and (b) any cash or United States government securities
required to be deposited as collateral with the broker in connection with the
short sale (but not including the proceeds of the short sale). Until the
Biotechnology Fund replaces the security it borrowed to make the short sale, it
must maintain daily the segregated account at such a level that the amount
deposited in it plus the amount deposited with the broker as collateral will
equal the current market value of the securities sold short. No more than 25% of
the value of Biotechnology Fund's net assets will be, when added together, (a)
deposited as collateral for the obligation to replace securities borrowed to
effect short sales, and (b) allocated to segregated accounts in connection with
short sales. The Biotechnology Fund's ability to make short sales may be limited
by a requirement applicable to "regulated investment companies" under Subchapter
M of the Internal Revenue Code that no more than 30% of a fund's gross income in
any year may be the result of gains from the sale of property held for less than
three months. See "Dividends and Tax Policy."

                        MURPHY NEW WORLD TECHNOLOGY FUND

THE OBJECTIVE AND BASIC PORTFOLIO OF THE TECHNOLOGY FUND

The Technology Fund's objective is long-term growth of capital through investing
primarily in equity securities of companies that Murphy believes can produce
products or services that provide or benefit from advances in technology. Murphy
interprets the term "technology" broadly to include semiconductors and
electronic components, computers, computer services, computer peripherals and
software, communications, multimedia, instruments, office automation, factory
automation, robotics, consumer electronics, electronic games, cable television,
pharmaceuticals, biotechnology, medical devices, superconductivity, specialty
materials, alternative energy and other advances resulting from research and
development programs.

  Under normal circumstances, at least 65% of the Technology Fund's assets will
be invested primarily in equity securities of companies engaged in activities
related to the technology sector.  The equity securities in which the Technology
Fund may invest will consist of common stocks, preferred stocks and convertible
securities, as well as warrants to purchase such securities. The Technology Fund
does not intend to invest in debt securities of companies engaged in activities
related to the technology sector, other than temporary investments in money
market instruments for defensive purposes as described below.

  Competitive pressures may have a significant effect on the financial
condition of companies in the technology sector.  Technology companies may
become increasingly sensitive to short product cycles and aggressive pricing.

  When Murphy deems it advisable for temporary defensive purposes, the
Technology Fund may invest a portion of its assets in U.S. Government
securities, principally expected to be Treasury Bills, bank instruments or
commercial paper master notes.  See "Principal Investment Risks" for possible
risks, and the Statement of Additional Information for a description of U.S.
Government securities.  Additionally the Technology Fund may hedge some or all
of its portfolio of common stocks.  See "Hedging Instruments." The Technology
Fund also may leverage its investments and lend its portfolio securities. See
"Borrowing" and "Lending Portfolio Securities" below. The Technology Fund may
effect "short sales" of securities to the same extent as the Biotechnology Fund.
See "The Objective and Basic Portfolio of the Biotechnology Fund."

                 MURPHY NEW WORLD TECHNOLOGY CONVERTIBLES FUND

   
THE OBJECTIVE AND BASIC PORTFOLIO OF THE CONVERTIBLES FUND (FORMERLY GROWTH &
INCOME FUND)    

The Convertibles Fund's objective is to maximize total return through a
combination of capital appreciation and income. The Convertibles Fund under
normal circumstances invests at least 65% of its assets in convertible
securities of issuers which Murphy believes can produce products or services
that provide or benefit from advances in technology.

  Convertible securities include corporate bonds, debentures, notes or
preferred stocks that can be converted into (that is exchanged for) common stock
or other equity securities of the same or a different issuer, and other
securities, such as warrants, that may also provide an opportunity for equity
participation. These securities are generally convertible at either a stated
price or a stated rate (that is, for a specific number of shares of common stock
or of another entity).  Because of this conversion feature, the price of the
convertible security will normally vary in some proportion to changes in the
price of the underlying common stock.  A convertible security will normally also
provide a higher yield than the underlying common stock.  This higher yield may
tend to cushion the convertible security against declines in the price of the
underlying stock.

   
  In seeking to achieve the Convertibles Fund's investment objective, Murphy
may invest, without limitation, in convertible securities rated as low as C by
S&P or Moody's. Securities rated less than BBB by S&P and Baa by Moody's are
considered to be predominantly speculative and may be in default.  Such ratings
reflect the greater possibility of adverse changes in the financial condition of
the issuers, or in general economic conditions, or both, or an unanticipated
rise in interest rates, may impact the ability of the issuer to make payments of
interest and principal. The inability (or perceived inability) of issuers to
make timely payments of interest and principal would likely make the values of
securities held by the Convertibles Fund more volatile and could limit the
Convertibles Fund's ability to sell its securities at prices approximating the
values the Convertibles Fund had placed on such securities.  In the absence of a
liquid trading market for securities held by it, the Convertibles Fund at times
may be unable to establish the fair value of such securities.  Finally the
rating assigned to a security by Moody's or S&P does not reflect an assessment
of the volatility of the security's market value or of the liquidity of an
investment in the security.    

  Murphy will seek to minimize the risks of investing in lower-rated securities
through careful investment analysis.  When the Convertibles Fund invests in the
lower rating categories, this achievement of its investment objective is more
dependent on Murphy's investment analysis than would be the case if the
Convertibles Fund were investing in securities in the higher rating categories.

  When Murphy deems it advisable for temporary defensive purposes, the
Convertibles Fund may invest up to 100% of its net assets in U.S. Government
securities, principally expected to be Treasury Bills, bank instruments,
commercial paper master notes or repurchase agreements.  See "Principal
Investment Risks" for possible risks and the Statement of Additional Information
for a description of U.S. Government securities and repurchase agreements.
Additionally the Convertibles Fund may hedge some or all of its portfolio of
securities. See "Hedging Instruments." The Convertibles Fund also may leverage
its investments and lend its portfolio securities. See "Borrowing" and "Lending
Portfolio Securities" below. The Convertibles Fund may effect "short sales" of
securities to the same extent as the Biotechnology Fund. See "The Objective and
Basic Portfolio of the Biotechnology Fund."

                                PIA GLOBAL FUND

THE OBJECTIVE AND BASIC PORTFOLIO OF THE GLOBAL BOND FUND

   
The Global Bond Fund's investment objective is to provide a high level of
current income through investing in bonds denominated in U.S. dollars and other
currencies. (The Global Bond Fund considers a "bond" to mean any debt instrument
other than a money market debt instrument.) The Global Bond Fund may invest in a
broad range of fixed-income securities denominated in foreign currencies and
U.S. dollars, including bonds, notes, Mortgage-Backed Securities, asset-backed
securities, preferred stock (including convertible preferred stock), convertible
debt securities, structured notes and debt securities issued or guaranteed by
national, provincial, state or other governments with taxing authority or by
their agencies or by supranational entities. The Global Bond Fund may invest in
securities that pay interest on a fixed, variable, floating (including inverse
floating), contingent, in-kind or deferred basis. Under normal market
conditions, at least 65% of the total value of the Global Bond Fund's assets
will be invested in bonds (as defined above) denominated in foreign currencies
and U.S. dollars. Supranational entities include international organizations
designated or supported by governmental entities to promote economic
reconstruction or development, and international banking institutions and
related government agencies. Examples of supranational entities are the
International Bank for Reconstruction and Development (the World Bank), the
European Steel and Coal Community, the Asian Development Bank and the Inter-
American Development Bank.     

  The Global Bond Fund expects to emphasize foreign government and agency
securities, securities of U.S. companies denominated in foreign currencies, U.S.
Government and agency securities, Mortgage-Backed Securities, asset-backed
securities and securities of companies denominated in U.S. dollars. The Global
Bond Fund intends to spread investments broadly among countries. The Global Bond
Fund will normally include securities of no fewer than five different countries;
however, while maintaining investments in five countries, the Global Bond Fund
may invest a substantial portion of its assets in one or more of those five
countries. Investors should be aware that investing in Mortgage-Backed
Securities involves risks of fluctuation in yields and market prices and of
early prepayments on the underlying mortgages. See "The Objective and Basic
Portfolio of the Short-Term Government Fund." See "Foreign Securities" for a
description of the risks associated with investments in foreign securities.

  When PIA deems it advisable for temporary defensive purposes, the Global Bond
Fund may invest up to 100% of its net assets in U.S. and non-dollar denominated
short-term money market instruments such as Treasury Bills, bank instruments,
commercial paper master notes and repurchase agreements.

  The Global Bond Fund will invest in investment grade fixed-income securities,
i.e., securities which, at the date of investment, are rated within the four
highest grades as determined by Moody's (Aaa, Aa, A or Baa) or by S&P, Duff &
Phelps or IBAC (AAA, AA, A or BBB) or their respective equivalent ratings or, if
not rated, judged by PIA to be of equivalent credit quality to securities so
rated. Securities rated Baa by Moody's or BBB by S&P, Duff & Phelps or IBAC and
unrated securities of equivalent credit quality are considered medium grade
obligations with speculative characteristics. Adverse changes in economic
conditions or other circumstances are more likely to weaken the issuer's
capacity to pay interest and repay principal on these securities than is the
case for issuers of higher rated securities.

   
  The Global Bond Fund anticipates that the average dollar-weighted rated
credit quality of the securities in its portfolio will be Aa or AA, according to
Moody's, S&P, Duff & Phelps or IBAC ratings, respectively, or comparable credit
quality as determined by PIA. In the case of a security that is rated
differently by the rating services, the higher rating is used in computing the
Global Bond Fund's average dollar-weighted credit quality. In the event that the
rating on a security held in the Global Bond Fund's portfolio is downgraded by a
rating service, such action will be considered by PIA in its evaluation of the
overall investment merits of that security, but will not necessarily result in
the sale of the security. However the Global Bond Fund will not hold more than
5% of its net assets in securities rated less than Baa by Moody's or BBB by S&P,
Duff & Phelps or IBAC. See "The Objective and Basic Portfolio of the
Convertibles Fund (formerly Growth & Income Fund)" for a discussion of the risks
associated with such securities. In determining whether securities are of
equivalent credit quality, PIA may take into account, but will not rely entirely
on, ratings assigned by foreign rating agencies. In the case of unrated
sovereign, subnational and sovereign related debt of foreign countries, PIA may
take into account, but will not rely entirely on, the ratings assigned to the
issuers of such securities.    

  In pursuing the Global Bond Fund's investment objective, PIA intends to
emphasize intermediate-term economic fundamentals relating to various countries
in the international economy, rather than evaluate day-to-day fluctuations in
particular currency and bond markets. Credit analysis of the issuers of the
particular securities will also be less important than macroeconomic
considerations. PIA will review the economic conditions and prospects relating
to various countries in the international economy and evaluate the available
yield differentials with a view toward maximizing total return.

  The Global Bond Fund may purchase securities on a when-issued basis or a
forward commitment basis to the same extent as the Short-Term Government Fund.
See "The Objective and Basic Portfolio of the Short-Term Government Fund." The
Global Bond Fund may hedge some or all of its portfolio securities. See "Hedging
Instruments." The Global Bond Fund also may leverage its investments and lend
its portfolio securities. See "Borrowing" and "Lending Portfolio Securities,"
below.

INVESTMENT PRACTICES AND RISKS

BORROWING

From time to time the Short-Term Government Fund, the Biotechnology Fund, the
Technology Fund, the Convertibles Fund and the Global Bond Fund may increase
their ownership of securities by borrowing on a secured or unsecured basis at
fixed and floating rates of interest and investing the borrowed funds. It is not
anticipated that any of such Funds will use its borrowing power to an extent
greater than 25% of the value of its assets. Borrowings will be made only from
banks and only to the extent that the value of the assets of the Fund in
question, less its liabilities other than borrowings, is equal to at least 300%
of all borrowings, including the proposed borrowing. If the value of the assets
of the Fund in question so computed should fail to meet the 300% asset coverage
requirement, the Fund is required within three days to reduce its bank debt to
the extent necessary to meet such 300% coverage. Since substantially all of the
assets of the Short-Term Government Fund, the Biotechnology Fund, the Technology
Fund, the Convertibles Fund and the Global Bond Fund fluctuate in value, but
borrowing obligations are fixed, the net asset value per share of such Funds
will correspondingly tend to increase and decrease in value more than otherwise
would be the case. This speculative factor is known as "leverage."

LENDING PORTFOLIO SECURITIES

Each of the Short-Term Government Fund, the Gold Fund, the Biotechnology Fund,
the Technology Fund, the Convertibles Fund and the Global Bond Fund may, to
increase its income, lend its securities on a short- or long-term basis to
brokers, dealers and financial institutions if (i) the loan is collateralized in
accordance with applicable regulatory guidelines (the "Guidelines") and (ii)
after any loan, the value of the securities loaned does not exceed 25% of the
value of its total assets. Under the present Guidelines (which are subject to
change) the loan collateral must be, on each business day, at least equal to the
value of the loaned securities and must consist of cash, bank letters of credit
or U.S. Government securities. To be acceptable as collateral, a letter of
credit must obligate a bank to pay amounts demanded by the Fund in question if
the demand meets the terms of the letter. Such terms and the issuing bank would
have to be satisfactory to the Fund in question. Any loan might be secured by
any one or more of the three types of collateral.

  The Fund in question receives amounts equal to the interest or other
distributions on loaned securities and also receives one or more of the
negotiated loan fees, interest on securities used as collateral or interest on
the securities purchased with such collateral, either of which type interest may
be shared with the borrower. The Short-Term Government Fund, the Gold Fund, the
Biotechnology Fund, the Technology Fund, the Convertibles Fund and the Global
Bond Fund may also pay reasonable finder's, custodian's and administrative fees
but only to persons not affiliated with the Trust. The terms of the loans will
meet certain tests under the Code and permit the Short-Term Government Fund, the
Gold Fund, the Biotechnology Fund, the Technology Fund, the Convertibles Fund
and the Global Bond Fund to terminate the loan and thus reacquire the loaned
securities on three days notice.

FOREIGN SECURITIES

   
From time to time a significant portion of the investments of the Gold Fund, the
Biotechnology Fund, the Technology Fund, the Convertibles Fund and the Global
Bond Fund and up to 10% of the total assets of the Equity Fund and up to 35% of
the total assets of the Government Fund may be in the securities of foreign
issuers. There are risks in investing in foreign securities. Foreign economies
may differ from the U.S. economy; individual foreign companies may differ from
domestic companies in the same industry; foreign currencies may be stronger or
weaker than the U.S. dollar.    

   
  An investment may be affected by changes in currency rates and in exchange
control regulations, and the Gold Fund, the Equity Fund, the Government Fund,
the Biotechnology Fund, the Technology Fund, the Convertibles Fund and the
Global Bond Fund may incur transaction costs in exchanging currencies. For
example, at times when the assets of a Fund are invested primarily in securities
denominated in foreign currencies, investors can expect that their net asset
values per share will tend to increase when the value of U.S. dollars is
decreasing against such currencies. Conversely a tendency toward a decline in
net asset values per share can be expected when the value of U.S. dollars is
increasing against such currencies.    

  Foreign companies are frequently not subject to accounting and financial
reporting standards applicable to domestic companies, and there may be less
information available about foreign issuers. Foreign stock markets have
substantially less volume than the New York Stock Exchange, and securities of
foreign issuers are generally less liquid and more volatile than those of
comparable domestic issuers. There is frequently less government regulation of
exchanges, broker-dealers and issuers than in the United States. Brokerage
commissions in foreign countries are generally fixed, and other transactions
costs related to securities exchanges are generally higher than in the United
States. In addition, investments in foreign countries are subject to the
possibility of expropriation, confiscatory taxation, political or social
instability or diplomatic developments that could adversely affect the value of
those investments.

  Most foreign securities owned by any of the Funds are held by foreign
subcustodians that satisfy certain eligibility requirements. However, foreign
subcustodian arrangements are significantly more expensive than domestic
custody. In addition, foreign settlement of securities transactions is subject
to local law and custom that is not, generally, as well established or as
reliable as U.S. regulation and custom applicable to settlements of securities
transactions and, accordingly, there is generally perceived to be a greater risk
of loss in connection with securities transactions in many foreign countries.

  The Gold Fund, the Biotechnology Fund, the Technology Fund, the Convertibles
Fund and the Global Bond Fund may invest in countries with emerging economies or
securities markets ("Emerging Markets"). Investment in Emerging Markets involves
risks in addition to those generally associated with investments in foreign
securities. Political and economic structures in many Emerging Markets may be
undergoing significant evolution and rapid development, and such countries may
lack the social, political and economic stability characteristics of more
developed countries. As a result, the risks described above relating to
investments in foreign securities, including the risks of nationalization or
expropriation of assets, may be heightened. In addition, unanticipated political
or social developments may affect the values of a Fund's investments and the
availability to a Fund of additional investments in such Emerging Markets. The
small size and inexperience of the securities markets in certain Emerging
Markets and the limited volume of trading in securities in those markets may
make a Fund's investments in such countries less liquid and more volatile than
investments in countries with more developed securities markets (such as the
U.S., Japan and most Western European countries).

HEDGING

Hedging may be used in an attempt to (i) protect against declines or possible
declines in the market values of securities held in a Fund's portfolio ("short
hedging") or (ii) establish a position in the securities markets as a substitute
for purchase of individual securities ("long hedging"). A Fund so authorized may
engage in short hedging in an attempt to protect that Fund's value against
anticipated downward trends in the securities markets or engage in long hedging
as a substitute for the purchase of securities, which may then be purchased in
an orderly fashion. It is expected that when a Fund is engaging in long hedging,
it would, in the normal course, purchase securities and terminate the hedging
position, but under unusual market conditions such a hedging position may be
terminated without the corresponding purchase of securities.

HEDGING INSTRUMENTS

The various hedging instruments which the Funds may use are discussed below.
These instruments may be used only for hedging and not for speculative purposes.
Additionally the Gold Fund may write covered call and put options to generate
income for liquidity purposes. The Statement of Additional Information contains
further information as to the characteristics of, and the risks of transactions
in, each of these instruments.

   
Stock Index Futures. The Equity Fund, the Biotechnology Fund, the Technology
Fund, the Convertibles Fund and the Global Bond Fund (but not the Government
Fund, the Gold Fund or the Short-Term Government Fund) may buy and sell futures
contracts on stock indices ("Stock Index Futures"). A stock index, which cannot
be purchased or sold directly, assigns relative values to the common stocks
included in the index, and the index fluctuates with the changes in the market
values of these common stocks. When a Fund buys a Stock Index Future it agrees
to take delivery of an amount of cash equal to a specified dollar amount times
the difference between the stock index value at the close of the last trading
day of the Stock Index Future and the price at which the Stock Index Future was
originally struck. No physical delivery of the underlying stocks in the index is
made. When a Fund sells a Stock Index Future, it agrees to deliver such an
amount of cash.    

Call Options. All of the Funds may purchase call options ("calls") and write
(i.e., sell) calls but only if (i) the investments to which the call relates
(the "related investments") are (a) common stocks or other securities that have
equity characteristics ("equities") (except that the Government Fund and the
Short-Term Government Fund may not purchase and write calls on equities), (b)
stock indices (except that the Government Fund and the Short-Term Government
Fund may not purchase and write calls on stock indices), (c) Stock Index Futures
(except that the Gold Fund, the Government Fund and the Short-Term Government
Fund may not purchase or write calls on Stock Index Futures), (d) debt
securities (with respect to only the Short-Term Government Fund, the
Convertibles Fund and the Global Bond Fund) or (e) futures contracts on debt
securities (with respect to only the Short-Term Government Fund, the Government
Fund, the Convertibles Fund and the Global Bond Fund); (ii) in the case of calls
written by any of such Funds, such calls are "covered"; and (iii) the calls are
listed on a domestic securities or commodities exchange or quoted on the
automatic quotation system of the National Association of Securities Dealers,
Inc. ("NASDAQ"). For a call to be "covered," either (i) the Fund in question
must own the underlying security or futures contract or have an absolute and
immediate right to acquire that security or futures contract without payment of
additional cash consideration, or for an additional consideration held as set
forth in (ii), upon conversion or exchange of other securities held in its
portfolio; or (ii) that Fund must maintain in a segregated account cash or other
liquid securities adequate to purchase the security or futures contract, in each
case until the Fund enters into a closing purchase transaction as to that call.
Additionally calls written by the Gold Fund are deemed to be covered if it holds
on a share-for-share basis a call on the same related investment as the call
written where the exercise price of the call held is either equal to or less
than the exercise price of the call written or, if greater, the marked-to-market
excess is maintained in a segregated account in cash or other liquid securities.
The above limitations on calls the Funds may write or purchase are fundamental
policies, i.e., rules which may not be changed unless the shareholders of the
Fund in question vote to change them.

   
Put Options. All of the Funds may purchase put options ("puts") but only if (i)
the investments to which the put relates (the "related investments") are (a)
equities (except that the Government Fund and the Short-Term Government Fund may
not purchase put options on equities), (b) stock indices (except that the
Government Fund and the Short-Term Government Fund may not purchase put options
on stock indices), (c) Stock Index Futures (except that the Gold Fund, the
Government Fund and the Short-Term Government Fund may not purchase puts on
Stock Index Futures), (d) debt securities (with respect to only the Short-Term
Government Fund, the Convertibles Fund and the Global Bond Fund) or (e) futures
contracts on debt securities (with respect to only the Short-Term Government
Fund, the Government Fund, the Convertibles Fund and the Global Bond Fund); and
(ii) the puts are listed on a domestic securities or commodities exchange or
quoted on NASDAQ. The Equity Fund, the Biotechnology Fund, the Government Fund
and the Technology Fund may not write puts. The puts which the Equity Fund and
the Biotechnology Fund purchase on equities must be "protective," i.e., the Fund
in question must own the related investments. The Gold Fund may write covered
puts on (a) equities and (b) stock indices. For a put to be covered the Gold
Fund must (i) maintain in a segregated account cash or other liquid securities
equal to the option price; or (ii) hold on a share-for-share basis a put on the
same security as the put written where the exercise price of the put held is
either equal to or greater than the exercise price of the put written or, if
less, the marked-to-market deficit is maintained in a segregated account in cash
or other liquid securities. Each of the Short-Term Government Fund, the
Convertibles Fund and the Global Bond Fund may write covered puts on (a)
equities (the Convertibles Fund and the Global Bond Fund only), (b) stock
indices (the Convertibles Fund and the Global Bond Fund only), (c) Stock Index
Futures (the Convertibles Fund and the Global Bond Fund only), (d) debt
securities and (e) futures contracts on debt securities. For a put to be
covered, the Fund must maintain in a segregated account cash or other liquid
securities equal to the option price. These limitations on puts are fundamental
policies.    

Debt Futures. The Government Fund, the Short-Term Government Fund, the
Convertibles Fund and the Global Bond Fund may buy and sell futures contracts on
debt securities ("Debt Futures"). When a Fund buys a Debt Future, it agrees to
take delivery of a specific type of debt security at a specific future date for
a fixed price; when it sells a Debt Future, it agrees to deliver a specific type
of debt security at a specific future date for a fixed price. Either obligation
may be satisfied by the actual taking, delivering or entering into an offsetting
Debt Future to close out the futures position. The above limitations are
fundamental policies; i.e., rules which may not be changed until the
shareholders of the Fund in question vote to change them.

Foreign Currency Transactions. Each of the Gold Fund, the Government Fund, the
Biotechnology Fund, the Technology Fund, the Convertibles Fund and the Global
Bond Fund may engage in purchasing and selling foreign currency and foreign
currency forward contracts to protect against uncertainty in the level of
futures currency exchange rates. The Global Bond Fund may also engage in foreign
currency options and foreign currency futures contracts for similar purposes.

  Generally, the Funds may engage in both "transaction hedging" and "position
hedging." When it engages in transaction hedging, a Fund enters into foreign
currency transactions with respect to specific receivables or payables,
generally arising in connection with the purchase or sale of portfolio
securities. A Fund will engage in transaction hedging when it desires to "lock
in" the U.S. dollar price of a security it has agreed to purchase or sell, or
the U.S. dollar equivalent of a dividend or interest payment in a foreign
currency. By transaction hedging a Fund will attempt to protect itself against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the applicable foreign currency during the period between the
date on which the security is purchased or sold, or on which the dividend or
interest payment is earned, and the date on which such payments are made or
received. When it engages in position hedging, a Fund enters into foreign
currency exchange transactions to protect against a decline in the values of the
foreign currencies in which its portfolio securities are denominated (or an
increase in the value of currency for securities which a Fund expects to
purchase).

PORTFOLIO TURNOVER

   
See the last footnote to the Financial Highlights table above for the definition
of a portfolio turnover rate and the caption "Portfolio turnover rate" in that
table for the turnover rates of the Funds. The Global Bond Fund anticipates that
its portfolio turnover rate generally will not exceed 200%. Murphy anticipates
the portfolio turnover rate for the Biotechnology Fund and the Convertibles Fund
for the fiscal year ending November 30, 1997 will approximate 150% and
thereafter generally not exceed 50%. High portfolio turnover (i.e., over 100%)
may involve correspondingly greater brokerage commissions and other transaction
costs, which are borne directly by the Funds. In addition, high portfolio
turnover may result in increased short-term capital gains which, when
distributed to shareholders, are treated as ordinary income. The portfolio
turnover rate of each of the Funds may vary significantly from year to year as a
result of the presence or absence of the defensive investment positions taken by
a Fund's investment adviser.    

PRINCIPAL INVESTMENT RISKS

Puts, Calls and Futures. A Fund's use of puts, calls and futures contracts
involves investment risks and transaction costs to which it would not be subject
absent the use of these hedging instruments. In particular the loss from
investing in futures contracts and writing options is  potentially unlimited.
Other risks include the possibility that a liquid secondary market may not exist
at a time when a Fund may wish to close out an option or futures position or can
only do so if it incurs substantial losses. The writing of put and call options
may result in losses to a Fund, force the purchase or sale, respectively, of
portfolio securities at inopportune times or for prices higher than (in the case
of purchases due to the exercise of put options) or lower than (in the case of
sales due to the exercise of call options) current market values, limit the
amount of appreciation a Fund can realize on its investments or cause a Fund to
hold a security it might otherwise sell. The use of currency transactions can
result in a 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 variable degree of correlation
between price movements of futures contracts and price movements in a Fund's
related portfolio position creates the possibility that losses on the hedging
instruments may be greater than gains in the value of a Fund's portfolio
position. Although the use of hedging instruments may minimize losses, they tend
to limit potential gains. The use of hedging instruments may increase the
volatility of a Fund's net asset value.

Repurchase Agreements. Each Fund may enter into repurchase agreements, which
basically involve the purchase by that Fund of debt securities and their resale
at an agreed-upon price. While each Fund intends to be fully "collateralized" as
to such agreements, if the person obligated to repurchase from that Fund
defaults or enters bankruptcy, there may be possible delays and expenses in
liquidating the securities, decline in their value and loss of interest. See the
Statement of Additional Information under "Repurchase Agreements."

U.S. Government Securities. The U.S. Government securities which each of the
Funds may purchase may involve obligations of agencies and instrumentalities
which are not backed by the full faith and credit of the United States; see the
Statement of Additional Information under "U.S. Government Securities." In such
cases, a Fund must look principally to the agency or instrumentality issuing or
guaranteeing the obligation for ultimate repayment and may not be able to assert
a claim against the United States itself in the event the agency or
instrumentality does not meet its commitment.

Mortgage-Backed Securities. A Fund's investment in certain Mortgage-Backed
Securities, such as interest only SMBS, may be extremely sensitive to changes in
prepayments and interest rates. Even though such securities have been guaranteed
by an agency or instrumentality of the U.S. Government, under certain interest
rate or prepayment rate scenarios, the Fund may fail to fully recover its
investment in such securities. See the discussion of Mortgage-Backed Securities
under "The Objective and Basic Portfolio of the Short-Term Government Fund."

  In general, changes in both prepayment rates and interest rates will change
the yield on Mortgage-Backed Securities. The rate of principal prepayments with
respect to ARMs has fluctuated in recent years. As is the case with fixed rate
mortgage loans, ARMs may be subject to a greater rate of principal prepayments
in a declining interest rate environment. For example, if prevailing interest
rates fall significantly, ARMs could be subject to higher prepayment rates than
if prevailing interest rates remain constant because the availability of fixed
rate mortgage loans at competitive interest rates may encourage mortgagors to
refinance their ARMs to "lock-in" a lower fixed interest rate. Conversely, if
prevailing interest rates rise significantly, ARMs may prepay at lower rates
than if prevailing rates remain at or below those in effect at the time such
ARMs were originated. As with fixed rate mortgages, there can be no certainty as
to the rate of prepayments on the ARMs in either stable or changing interest
rate environments. In addition, there can be no certainty as to whether
increases in the principal balances of the ARMs due to the addition of deferred
interest may result in a default rate higher than that on ARMs that do not
provide for negative amortization. Other factors affecting prepayment of ARMs
include changes in mortgagors' housing needs, job transfers, unemployment,
mortgagors' net equity in the mortgage properties and servicing decisions.

  A Fund's reinvestment of principal payments and prepayments received on a
mortgage pass-through security may be made at rates higher or lower than the
rate payable on such security, thus affecting the return realized by the Fund.
In addition, the receipt of interest payments monthly rather than semi-annually
by a Fund has a compounding effect that may increase the yield to the Fund
relative to debt obligations that pay interest semi-annually. Due to these
factors, Mortgage-Backed Securities may also be less effective than U.S.
Treasury securities of similar maturity at maintaining yields during periods of
changing interest rates. Prepayments may have a disproportionate effect on
certain Mortgage-Backed Securities such as SMBS and certain other multiple class
pass-through securities that purchase Mortgage-Backed Securities at a premium or
at a discount.

  The market value of adjustable rate Mortgage-Backed Securities may be
adversely affected if interest rates increase faster than the rates of interest
payable on such securities or by the adjustable rate mortgage loans underlying
such securities. Furthermore, adjustable rate Mortgage-Backed Securities or the
mortgage loans underlying such securities may contain provisions limiting the
amount by which rates may be adjusted upward and downward and may limit the
amount by which monthly payments may be increased or decreased to accommodate
upward and downward adjustments in interest rates.

  Certain adjustable rate mortgage loans may provide for periodic adjustments
of scheduled payments in order  to fully amortize the mortgage loan by its
stated maturity. Other adjustable rate mortgage loans may permit such stated
maturity to be extended or shortened in accordance with the portion of each
payment that is applied to interest in accordance with the periodic interest
rate adjustments.

  Although having less risk of decline during periods of rising interest rates,
adjustable rate Mortgage-Backed Securities have less potential for capital
appreciation than fixed rate Mortgage-Backed Securities because their coupon
rates will decline in response to market interest rate declines. The market
value of fixed rate Mortgage-Backed Securities may be adversely affected as a
result of increases in interest rates and, because of the risk of principal
prepayments, may benefit less than other fixed rate securities of similar
maturity from declining interest rates. Finally, to the extent Mortgage-Backed
Securities are purchased at a premium, mortgage foreclosures and unscheduled
principal prepayments may result in some loss of a Fund's principal investment
to the extent of the premium paid. On the other hand, if the securities are
purchased at a discount, both a scheduled payment of principal and an
unscheduled prepayment of principal will increase current and total returns and
will accelerate the recognition of income.

General Risks. Other risks are that PIA, Murphy or Orrell, as the case may be,
would be incorrect in its expectations as to the extent of various movements in
securities prices or the time within which the movements take place.


PRINCIPAL INVESTMENT RESTRICTIONS

   
The Trust is subject to certain investment restrictions which are fundamental
policies that cannot be changed without the approval of the holders of a
"majority," as defined in the Investment Company Act of 1940 (the "1940 Act"),
of the shares of the Fund as to which the policy change is being sought. Each
Fund's investment objective is such a policy, as are the policies as to hedging
instruments indicated above as being fundamental policies. Among the Trust's
other restrictions, (i) none of the Funds may purchase more than 10% of the
outstanding voting securities, or of any class of securities, of any one issuer,
(ii) each of the Gold Fund, the Equity Fund, the Biotechnology Fund, the
Convertibles Fund, the Global Bond Fund and the Technology Fund may not, with
respect to 50% of its assets, invest more than 5% of its total assets in the
securities of any one issuer (other than U.S. Government securities), (iii) the
Equity Fund, the Technology Fund, the Short-Term Government Fund, the Government
Fund and the Convertibles Fund may not purchase any security if as a result 25%
or more of its total assets would be invested in securities of issuers in a
single industry, and (iv) the Short-Term Government Fund, the Government Fund
and the Equity Fund may not purchase any security restricted as to disposition
under federal securities laws. The Government Fund and the Short-Term Government
Fund are "diversified" as defined in the 1940 Act due to their policies of
investing primarily in a diversified portfolio of common stocks and U.S.
Government securities, respectively.  The Gold Fund, the Equity Fund, the
Biotechnology Fund, the Convertibles Fund, the Global Bond Fund and the
Technology Fund are "non-diversified" under the 1940 Act but each of such Funds
must meet a diversification test as to 50% of its assets under the Code.
Additional information about, and a more detailed statement of, the Trust's
investment restrictions is contained in the Statement of Additional Information.
    

  In addition, due to requirements of the Commodities Futures Trading
Commission, the Funds when using Futures or options on them will purchase or
sell Futures, or options on them, only for hedging purposes (except that
nonhedging positions may be established if the initial margin and premiums
required to establish such positions do not exceed 5% of a Fund's net assets),
and otherwise within the limits of a Rule of that Commission.

  As indicated above the Funds will, in a number of situations, maintain in a
segregated account or accounts with its custodian cash or other liquid assets in
the amounts indicated. Maintenance of such segregated accounts reflect
regulatory restrictions on the Trust and are not fundamental policies; that is,
such policies could change if the regulatory requirements change without any
vote of shareholders as to such change.

  As discussed in the Statement of Additional Information, each Fund may,
within limits, engage in short sales but, except for the Biotechnology Fund, the
Technology Fund and the Convertibles Fund, only those which are "against the
box." Short sales against the box are a method of locking in unrealized capital
gains without current recognition of such gains for tax purposes without
additional costs.


MANAGEMENT

The Trust's Board of Trustees decides on matters of general policy and reviews
the activities of PIA, Murphy, Orrell and Camborne, the Administrator and the
Distributor, and the Trust's officers conduct and supervise the daily business
operations of the Trust.

   
  Pacific Income Advisers, Inc. ("PIA"), 1299 Ocean Avenue, Suite 210, Santa
Monica, CA 90401, acts as investment adviser to the Government Fund, the Equity
Fund, the Short-Term Government Fund and the Global Bond Fund, subject to the
control of the Trust's Board of Trustees, and supervises and arranges the
purchase and sale of securities held in the portfolio of the Government Fund,
the Equity Fund, the Short-Term Government Fund and the Global Bond Fund, and
their use of hedging instruments. The organizational arrangements of PIA are
such that all investment decisions are made by a committee and no persons are
primarily responsible for making recommendations to that committee. Joseph Lloyd
McAdams, Jr. and Heather U. Baines own all of the outstanding stock of PIA.    

  Camborne Advisors, Inc. ("Camborne"), 10670 N. Central Expressway, Suite 405,
Dallas, Texas 75231 acts as sub-adviser to the Government Fund. As such Camborne
furnishes regular advice to PIA regarding those economic and market factors
which influence the decision of PIA as to the securities and hedging instruments
to be purchased and sold for the Government Fund. Camborne will also from time
to time provide advice as to transactions in specific securities. Although
Camborne will provide investment advice to PIA, PIA will make the final decision
as to the securities and hedging instruments to be purchased and sold for the
Government Fund. Camborne is a privately held corporation which is wholly-owned
by Camborne Investment Corporation. Camborne is a newly formed investment
advisory firm with no prior experience in managing the investment portfolio of a
registered investment company.

  Murphy Investment Management, Inc. ("Murphy"), 2830 North Cabrillo Highway,
Half Moon Bay, CA  94019 acts as investment adviser to the Technology Fund, the
Biotechnology Fund and the Convertibles Fund, subject to the control of the
Trust's Board of Trustees, and supervises and arranges the purchase and sale of
securities held in the portfolio of the Technology Fund, the Biotechnology Fund
and the Convertibles Fund and their use of hedging instruments. John Michael
Murphy, the President of Murphy, is primarily responsible for making these
decisions. Mr. Murphy has been a portfolio manager since 1973 and a securities
analyst since 1970. He has been the president of an investment newsletter
publisher since 1981. John Michael Murphy and Gaye Elizabeth Morgenthaler own
all of the outstanding stock of Murphy.

   
  Orrell Capital Management, a division of Orrell and Company, Inc. ("Orrell"),
120 Montgomery Street, Suite 1230, San Francisco, CA 94104 acts as investment
adviser to the Gold Fund, subject to the control of the Trust's Board of
Trustees, and supervises and arranges the purchase and sale of securities held
in the portfolio of the Gold Fund and its use of hedging instruments. Gregory M.
Orrell, the President of Orrell, is primarily responsible for making these
decisions. Mr. Orrell has been President of Orrell since 1984.    

   
  PIA became the investment adviser to the Government Fund on October 31, 1992,
to the Short-Term Government Fund on March 31, 1994, to the Equity Fund on
December 13, 1996 and to the Global Bond Fund on March 31, 1997. Prior to
December 13, 1996, Monitrend Investment Management, Inc. ("MIMI") was investment
adviser to the Equity Fund and Robert L Bender, Inc. was sub-adviser to the
Equity Fund and prior to November 1, 1992 MIMI was investment adviser to the
Government Fund. Camborne became sub-adviser to the Government Fund on December
13, 1996. Murphy became investment adviser to the Technology Fund on December
13, 1996, the Biotechnology Fund on December 20, 1996 and the Convertibles Fund
on December 31, 1996. Prior thereto MIMI was investment adviser to the
Biotechnology Fund and the Technology Fund, MidCap Associates, Inc. was
investment adviser to the Convertibles Fund, Murphy was sub-adviser to the
Technology Fund and MIMI was sub-adviser to the Convertibles Fund. Prior to
December 13, 1996 MIMI was investment adviser to the Gold Fund.    

  Under the Agreements applicable to the Government Fund, the Trust pays PIA
fees, computed daily and payable monthly, at an annual rate of 0.40% of the
Government Fund's daily net assets; and PIA pays Camborne a fee computed daily
and paid monthly at an annual rate of 0.20% of the Government Fund's daily net
assets.

  Under the Investment Advisory Agreement applicable to the Convertibles Fund,
the Trust pays Murphy total fees, computed daily and payable monthly, at the
following annual rates based on daily net assets:


ASSETS                                   FEE RATE
- ------                                   --------
0 to $150 million                         0.625%
$150 million to $250 million               0.50%
Over $250 million                         0.375%


  Under the Investment Advisory Agreement applicable to the Gold Fund, the
Trust pays Orrell fees, computed daily and payable monthly, at the following
annual rates based on daily net assets:


ASSETS                                 FEE RATE
- ------                                 --------
0 to $50 million                            1%
$50 million to $75 million              0.875%
$75 million to $100 million              0.75%
$100 million to $150 million            0.625%
$150 million to $250 million             0.50%
Over $250 million                       0.375%

   
  Under the Investment Advisory Agreement applicable to the Equity Fund, the
Trust pays PIA a fee, computed daily and payable monthly, at the following
annual rate based on daily net assets:    


ASSETS                                FEE RATE
- ------                                --------
0 to $50 million                            1%
$50 million to $75 million              0.875%
$75 million to $100 million              0.75%
$100 million to $150 million            0.625%
$150 million to $250 million             0.50%
Over $250 million                       0.375%

  Under the Investment Advisory Agreement applicable to the Biotechnology Fund,
the Trust pays Murphy a fee, computed daily and payable monthly, at the annual
rate of 1.00% of the Biotechnology Fund's daily net assets. (Prior to December
20, 1996 the investment advisory fee payable to MIMI was computed daily and
payable monthly at the annual rate of 1.25% of daily net assets.) Under the
Investment Advisory Agreement applicable to the Technology Fund, the Trust pays
Murphy a fee, computed daily and payable monthly, at the annual rate of 1% of
the Technology Fund's daily net assets. Under the Investment Advisory Agreement
applicable to the Short-Term Government Fund, the Trust pays PIA a fee, computed
daily and payable monthly, at the annual rate of 0.20% of the Short-Term
Government Fund's daily net assets. (Prior to December 13, 1996, the investment
advisory fee payable to PIA was computed daily and paid monthly at the annual
rate of 0.35% of  daily net assets.) Under the Investment Advisory Agreement
applicable to the Global Bond Fund, the Trust pays PIA a fee compounded daily
and paid monthly at the annual rate of 0.40% of the Global Bond Fund's daily net
assets.

  In addition to the fees payable to PIA, Murphy and Orrell, the Trust, as to
each Fund, is responsible for each Fund's operating expenses, including: (i)
interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv)
compensation and expenses of Trustees other than those affiliated with PIA or
Murphy; (v) legal and audit expenses; (vi) fees and expenses of the Trust's
Administrator, custodian, shareholder servicing or transfer agent and accounting
services agent; (vii) expenses incident to the issuance of its shares, including
issuance on the payment of, or reinvestment of, dividends; (viii) fees and
expenses incident to the registration under federal or state securities laws of
the Trust or its shares; (ix) expenses of preparing, printing and mailing
reports and notices and proxy material to shareholders of the Trust; (x) all
other expenses incidental to holding meetings of the Trust's shareholders; (xi)
dues or assessments of or contributions to the Investment Company Institute or
any successor; (xii) such non-recurring expenses as may arise, including
litigation affecting the Trust and the legal obligations which the Trust may
have to indemnify its officers and Trustees with respect thereto; and (xiii) all
expenses which the Trust agrees to bear in any distribution agreement or in any
plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act. See the
Statement of Additional Information for the expense limitation in the Agreements
and their provisions as to the allocation of portfolio transactions, including
provisions which authorize PIA, Murphy and Orrell to consider sales of shares as
a factor in the selection of brokers and dealers to execute portfolio
transactions and which authorize PIA, Murphy and Orrell to direct the Funds to
pay brokerage commission to Syndicated Capital, Inc., the Distributor of each of
the Funds and an affiliate of PIA.

THE ADMINISTRATOR

American Data Services, Inc., a corporation organized under the laws of the
State of New York, administers the day to day operations of each Fund and serves
as fund accountant to each Fund, subject to the overall supervision of the
Trust's Board of Trustees. The Administrator maintains each Fund's books and
records, other than those records maintained by the Fund's custodian, oversees
the Trust's insurance relationships, participates in the preparation of tax
returns, proxy statements and reports, prepares documents necessary for the
maintenance of the Trust's registration with the various states, responds or
oversees the response to communications from shareholders and broker-dealers,
oversees relationships between the Trust and its custodian, determines each
Fund's net asset value and directs any of the Administrator's directors,
officers or employees who may be elected as officers of the Trust to serve as
such. For its services as administrator and fund accountant, the Administrator
is paid a fee, computed daily and paid monthly, by each Fund at the rate of
0.10% per year of the average daily net assets of that Fund, subject to a
minimum monthly fee of approximately $1,072 per Fund.

  See the Statement of Additional Information for more information as to the
Trust's Board of Trustees, officers and principal shareholders, PIA, Murphy,
Orrell, Camborne, and the Administrator.


HOW TO PURCHASE SHARES

Syndicated Capital, Inc., 1299 Ocean Avenue, Suite 210, Santa Monica, CA 90401,
is the Distributor of each Fund's shares. Shares of each Fund may be purchased
through brokers or dealers ("selected dealers") who have a sales agreement with
the Distributor at the offering price next determined after receipt of an order
in proper form; see "Net Asset Value." In certain circumstances, selected
dealers may be deemed "underwriters," in the opinion of the staff of the
Securities and Exchange Commission, for the purposes of the Securities Act of
1933. The offering price is the net asset value per share of the Fund the shares
of which are being purchased, plus a sales charge. The Short-Term Government
Fund, the Government Fund, the Biotechnology Fund, the Technology Fund and the
Global Bond Fund do not impose a sales charge. For these Funds, the offering
price is equal to the net asset value per share.

   
GOLD FUND, GOVERNMENT FUND AND EQUITY FUND PURCHASES    

   
The following table shows the amount of the sales charge to a "person" (defined
below) together with the dealer discount paid to dealers and agency commissions
paid to brokers (collectively, the "commissions") with respect to purchases of
the Gold Fund, the Government Fund and the Equity Fund:    

                           SALES CHARGE AS                 COMMISSIONS
                             PERCENTAGE OF                      AS
                        OFFERING          AMOUNT          PERCENTAGE OF
AMOUNT OF PURCHASE        PRICE          INVESTED         OFFERING PRICE
- ------------------       -------         --------         --------------

Less than $100,000       4.50%           4.71%                4.00%
$100,000 to $249,999      3.00            3.09                 2.75
$250,000 to $499,999      2.50            2.56                 2.25
$500,000 to $999,999      2.00            2.04                 1.75
$1,000,000 or more           0               0                    0

  In addition to the commissions shown in the table above, the Distributor may
from time to time pay a bonus or other incentive to dealers which employ a sales
representative who sells a minimum dollar amount of shares of a Fund during a
specific time. Such bonus or other incentive may take the form of payment for
travel expenses, including lodging, incurred in connection with trips taken by
qualifying registered representatives and members of their families to places
within or without the United States. In no event will the value of such bonus or
other incentive paid by the Distributor to the dealer exceed the difference
between the sales charges and the concessions to dealers in respect of shares of
the Fund and/or such other funds sold by the qualifying registered
representative of such dealer.

   
  Reduced sales charges apply to purchases of shares of the Gold Fund, the
Government Fund and the Equity Fund made at any one time by a "person," which
means an individual, or an individual, his or her spouse and children under the
age of twenty one, purchasing securities for his, her or their own accounts, or
a trustee or other fiduciary purchasing securities for a single trust estate or
fiduciary account. In addition, purchases of shares of the Gold Fund, the
Government Fund and the Equity Fund made during a thirteen month period pursuant
to a written Statement of Intent are also eligible for a reduced sales charge.
Reduced sales charges are also applicable to subsequent purchases by a "person,"
based on the aggregate of the amount currently being invested and the value at
offering price of shares owned at the time of the subsequent investment.
Information about a Statement of Intent as well as the terms of reduced sales
charges for fiduciaries is available in the Statement of Additional Information
or from the Distributor.    

   
  Investors may purchase shares of the Gold Fund, the Government Fund and the
Equity Fund at net asset value to the extent that this investment represents the
proceeds from the redemption, within the previous sixty days, of shares or
interests (the purchase price of which shares included a sales charge) of
another mutual fund or a commodity pool. When making a purchase at net asset
value pursuant to this provision, the investor should forward to the Trust's
transfer agent either (i) the redemption check representing the proceeds of the
shares redeemed, endorsed to the order of the Trust (i.e., Monterey Mutual Fund)
and indicating which Fund's shares are being purchased, or (ii) a copy of the
confirmation from the other fund, showing the redemption transaction.    

   
  Former shareholders of the Gold Fund, the Government Fund and the Equity Fund
may purchase shares of the Gold Fund, the Government Fund and the Equity Fund at
net asset value up to an amount not exceeding their prior investment in all of
such Funds. When making a purchase at net asset value pursuant to this
provision, the former shareholder should forward to the Trust's transfer agent a
copy of an account statement showing the prior investment in these Funds.    

   
  The Trust also permits its officers and Trustees and members of their
families, and officers, directors, consultants to and employees of PIA and its
affiliates, Murphy, Orrell, Camborne, the Distributor and selected dealers and
members of their families as well as customers of  PIA and its affiliates,
Murphy, Orrell, Camborne or the Distributor to invest in the Gold Fund, the
Government Fund and the Equity Fund at net asset value. (Partners of
partnerships for which any of the foregoing or their affiliates is a general
partner are considered to be customers.) In addition, certain publishers of
investment advisory newsletters and their subscribers and certain investment
advisers on behalf of their discretionary accounts, may invest at net asset
value. See the Statement of Additional Information.    

ALL FUNDS PURCHASES

The minimum initial investment in each of the Funds is $1,000 except for
qualified retirement plans, for which the minimum initial investment is $100.
Investors who initiate a pre-authorized check plan may also open an account with
a minimum investment of $100. The minimum subsequent investment for all accounts
is $50. The Distributor reserves the right to reject any order.

  Purchase orders may either be placed with selected dealers or submitted to
the Trust's custodian, as follows:

PURCHASE PLACED WITH SELECTED DEALERS

Selected dealers may place orders for shares of any Fund on behalf of clients at
the offering price next determined after receipt of the client's order by
calling the Distributor. If the order is placed by a client with a dealer prior
to 4:00 p.m. Eastern time on any day the New York Stock Exchange is open for
trading, and forwarded to the Distributor prior to 6:00 p.m. Eastern time on
that day, it will be confirmed to the selected dealer at the applicable offering
price determined that day. The selected dealer is responsible for placing
purchase orders promptly with the Distributor and for forwarding payment within
three business days. Purchases at net asset value may be made through brokers,
dealers or other financial institutions who may charge investors a fee, either
at the time of purchase or redemption. The fee, if charged, is retained by the
broker, dealer or other financial institution and not remitted to the Trust or
the Distributor.

PURCHASE SENT TO THE CUSTODIAN

   
Investors may mail an application form indicating the shares of which Fund are
to be purchased, together with a check payable to "Monterey PIA Short-Term
Government Fund," "Monterey Camborne Government Income Fund," "Monterey OCM Gold
Fund," "Monterey PIA Equity Fund," "Monterey Murphy New World Biotechnology
Fund," "Monterey Murphy New World Technology Fund," "Monterey Murphy New World
Technology Convertibles Fund" or "Monterey PIAGlobal Bond Fund" as appropriate,
directly to the Trust's custodian, at the following address:    

        Monterey Mutual Funds
        P.O. Box 640284
        Cincinnati, OH 45264-0284

  If the purchase being made is a subsequent investment, the shareholder should
send a stub from a confirmation previously sent by the transfer agent in lieu of
the application form. If no such stub is available, a brief letter giving the
registration of the account, the name of the Fund the shares of which are being
purchased and the account number should accompany the check. In addition, the
shareholder's account number should be written on the check. Checks do not need
to be certified but are accepted subject to face value in United States dollars
and must be drawn on United States banks. American Data Services, Inc. will
charge a $15 fee against a shareholder's account for any payment check returned
to the custodian. The shareholder will also be responsible for any losses
suffered by a Fund as a result.

   
  Shares of the Equity Fund, the Government Fund and the Gold Fund will be
purchased for the account of the investor by the transfer agent as agent for the
investor's selected dealer at the offering price next determined after receipt
by the custodian of the check together with the appropriate form or other
identifying information.    

EXCHANGE PRIVILEGE AND OTHER SERVICES

   
Shares of the Short-Term Government Fund, the Global Bond Fund, the
Biotechnology Fund, the Convertibles Fund and the Technology Fund may be
exchanged for shares of any other Fund (except shares of the Equity Fund, the
Gold Fund and the Government Fund), and shares of the Gold Fund, the Equity Fund
and the Government Fund may be exchanged for shares of any Fund based on their
respective net asset values. See "How to Redeem Shares." The Funds have also
entered into an arrangement with the Portico Money Market Fund and Portico Tax-
Exempt Money Market Fund, under which shareholders may purchase shares of these
Portico Funds and repurchase shares of the Funds at net asset value. The Portico
Funds are not affiliated with the Funds or the Distributor, and their shares are
sold pursuant to a separate prospectus that may be obtained by writing or
calling the Distributor at the address or information numbers set forth on the
cover of this Prospectus. Where shares of the Portico Funds that had been
acquired through a direct purchase or exchange from a Fund, other than the Gold
Fund, the Government Fund or the Equity Fund, are exchanged for shares of the
Gold Fund, the Government Fund, or the Equity Fund, the applicable sales charge
of the Fund will be imposed at the time of the exchange on the amount being
exchanged. The Distributor receives certain payments from the Portico Funds in
connection with exchanges of shares of the Funds for those of the Portico Funds.
Refer to the prospectus of the Portico Funds for information regarding these
payments.     

  A shareholder who has completed the appropriate section of the application
form may give instructions to make an exchange by calling the transfer agent at
(800) 628-9403 between 9:00 a.m. and 4:00 p.m. Eastern time on days the New York
Stock Exchange is open. Exchanges are subject to the minimum investment
requirements of the fund into which the exchange is being made, and such fund
may reject any exchange for its shares. Furthermore, exchanges will be made only
in those states where they may legally be made. For federal tax purposes, an
exchange is a taxable transaction upon which a gain or loss may be realized.
Shareholders should read the prospectus of the fund into which an exchange is
being made, which may be obtained from selected dealers or the Distributor.

  The Trust offers additional services to investors, including plans for the
systematic investment and withdrawal of money as well as prototype retirement
programs. Information about these services is also available in the Statement of
Additional Information or from the Distributor.

NET ASSET VALUE

   
Each Fund's net asset value per share is determined on each day that the New
York Stock Exchange is open for trading, as of the close of such trading. The
net asset value per share is the value of that Fund's assets, less its
liabilities, divided by the number of shares outstanding of that Fund. The value
of that Fund's portfolio securities will be the market value of such securities.
See the Statement of Additional Information for further information.    

DISTRIBUTION PLAN

The Trust's Board of Trustees has adopted a Distribution Plan and Agreement (the
"Plan") under Section 12(b) of the 1940 Act and Rule 12b-1 thereunder applicable
to each Fund (other than the Global Bond Fund). In approving the Plan, the
Trustees determined, in the exercise of their business judgment and in light of
their fiduciary duties, that there is a reasonable likelihood that the Plan will
benefit that Fund and its shareholders.

   
  Pursuant to the Plan, broker-dealers and others, such as banks ("Qualified
Recipients"), that have rendered distribution assistance (whether direct,
administrative or both) may receive fees at rates determined by the Trust's
Trustees. Currently the Gold Fund and the Equity Fund, may pay broker-dealers
fees at a rate not to exceed 0.99% per annum of the average daily net asset
value of the Fund's shares beneficially owned by the broker-dealer or its
clients. Of such fees, 0.25% per annum constitutes a service fee for purposes of
the Rules of Fair Practice of the NASD and the remaining fees constitute an
asset-based sales charge. All payments by the Government Fund, Short-Term
Government Fund, Biotechnology Fund, Technology Fund and Convertibles Fund to
Qualified Recipients are service fees. In addition, the Distributor is
authorized to purchase advertising, sales literature and other promotional
material and to pay its own salespeople. Each Fund will reimburse the
Distributor for these expenditures during a fiscal year of the Fund and for fees
paid to Qualified Recipients during a fiscal year of the Fund, up to a limit of
0.99% on an annual basis of that Fund's daily net assets (0.25% for the
Biotechnology Fund, Technology Fund and the Convertibles Fund, 0.10% for the
Government Fund and 0.05% for the Short-Term Government Fund); no such
reimbursement will be made for expenditures or fees for fiscal years prior to
the fiscal year in question or in contemplation of future fees or expenditures.
In addition, if and to the extent that the fee the Trust pays the investment
adviser pursuant to the Investment Advisory Agreement applicable to that Fund as
well as other payments it makes are considered as indirectly financing any
activity which is primarily intended to result in the sale of that Fund's
shares, such payments are authorized under the Plan. In addition to payments
received pursuant to the Plan, Qualified Recipients which are selected dealers
will receive a portion of the sales charge on any sale by them of Fund shares
(see above), may charge commissions on redemptions and repurchases of Fund
shares (see below) and may receive commissions on Fund portfolio transactions
subject to the provisions of the Investment Advisory Agreements (see the
Statement of Additional Information).    

HOW TO REDEEM SHARES

Each Fund will redeem for cash all of its full and fractional shares at the net
asset value per share next determined after receipt of a repurchase order or
redemption request in proper form, as described below.

REPURCHASES

The Trust has appointed the Distributor as its agent to repurchase shares of
each Fund at net asset value. Selected dealers may place orders for the
repurchase of shares of any Fund on behalf of clients by calling the
Distributor. If the order is placed by a client with a dealer prior to 4:00 p.m.
Eastern time on any day the New York Stock Exchange is open for trading, and
forwarded to the Distributor prior to 6:00 p.m. Eastern time on that day, it
will be confirmed to the selected dealer at the net asset value determined that
day. The selected dealer is responsible for placing repurchase orders promptly
with the Distributor and for forwarding stock certificates, stock powers and
other necessary documents within five business days. The transfer agent will
transmit payment for shares repurchased promptly upon receipt of the required
documents. Payment will be sent to the selected dealer or the shareholder, as
specified by the selected dealer's instructions. Selected dealers may charge a
commission for effecting repurchases, which charge may be avoided by an
investor's redeeming shares directly, as described below.

REDEMPTIONS

A shareholder wishing to redeem shares may do so at any time by writing to the
Trust in care of its transfer agent at American Data Services, Inc., 24 West
Carver Street, Huntington, NY 11743 or by delivering instructions to the
transfer agent at such address. The instructions should specify the name of the
Fund, the number of shares to be redeemed and be signed by all registered owners
exactly as the account is registered; it will not be accepted unless it includes
all required documents in proper form, as described below.

PROPER FORM

In addition to written instructions, if any shares being redeemed or repurchased
are represented by stock certificates, the certificates must be surrendered. The
certificates must either be endorsed or accompanied by a stock power signed by
the registered owners, exactly as the certificates are registered. Unless a
shareholder has completed the appropriate section of the application form, the
signatures on the certificates or stock powers, as well as the signatures on any
redemption request concerning shares not represented by certificates, must be
guaranteed by a member of a national securities exchange, commercial bank or
other eligible guarantor institution. A signature guarantee is not the same as
notarization, and an acknowledgment by a notary public is not acceptable as a
substitute for a signature guarantee. Additional documents may be required from
corporations or other organizations, fiduciaries or anyone other than the
shareholder of record. Any questions concerning documents needed should be
directed to (800) 628-9403.

TELEPHONE REDEMPTIONS

Shareholders may redeem shares by telephone. To redeem shares by telephone, a
shareholder must check the appropriate box on the application form as the Trust
does not make this feature available to shareholders automatically. Once this
feature has been requested, shares may be redeemed by phoning the transfer agent
at (800) 628-9403 and giving the account name, account number and either the
number of shares or the dollar amount to be redeemed. Proceeds redeemed by
telephone will be mailed to the shareholder's address as shown on the records of
the Trust.

  In order to arrange for telephone redemptions after a Fund account has been
opened, a written request must be sent to the transfer agent. The request must
be signed by each registered holder of the account with the signatures
guaranteed by a commercial bank or trust company in the United States, a member
firm of the New York Stock Exchange or other eligible guarantor institution.
Further documentation may be requested from corporations, executors,
administrators, trustees and guardians.

  The Trust reserves the right to refuse a telephone redemption if it believes
it is advisable to do so. Procedures for redeeming shares of any Fund by
telephone may be modified or terminated by the Trust at any time. None of the
Trust, the Custodian or the transfer agent will be liable for following
instructions for telephone redemption transactions which they reasonably believe
to be genuine even if such instructions prove to be unauthorized or fraudulent.
They will employ reasonable procedures to confirm that instructions received by
telephone are genuine, including requiring the shareholder to provide the
shareholder's account number to verify ownership, tape recording all
instructions and providing written confirmation of such instructions, and if
they do not, they may be liable for losses due to unauthorized or fraudulent
instructions.

  Shareholders should be aware that during periods of substantial economic or
market change, telephone redemptions may be difficult to implement. If an
investor is unable to contact the transfer agent by telephone, shares may also
be redeemed by delivering the redemption request to the transfer agent by mail
as described above.

SHAREHOLDER CHECKING PRIVILEGES

Shareholders of the Short-Term Government Fund may request on the application
form or by later written request that the Short-Term Government Fund provide
Shareholder Checks drawn on their Short-Term Government Fund accounts to effect
a redemption of shares. Shareholder Checks may be made payable to the order of
any person or entity in the amount of $500 or more. Potential fluctuations in
the net asset value of the Short-Term Government Fund's shares should be
considered in determining the amount of the check. Shareholder Checks should not
be used to close a shareholder's account. Shareholder Checks are free, but Star
Bank, N.A. will impose a fee for stopping payment of a Shareholder Check upon a
shareholder's request or if Star Bank, N.A. cannot honor a Shareholder Check due
to insufficient funds or other valid reason. Shares for which certificates have
been issued may not be redeemed by Shareholder Check. Shares held under any
Keogh Plans, IRAs or other retirement plans are not eligible for this privilege.
This privilege is only available to shareholders of the Short-Term Government
Fund and may be modified or terminated at any time by the Short-Term Government
Fund or Star Bank, N.A. upon notice to shareholders.

PAYMENTS

Payment for shares tendered will be made within seven days after receipt by the
transfer agent of instructions, certificates, if any, and other documents, all
in proper form. However, payment may be delayed under unusual circumstances, as
specified in the 1940 Act or as determined by the Securities and Exchange
Commission. Payment may also be delayed for any shares purchased by check for a
reasonable time (not to exceed 15 days from purchase date) necessary to
determine that the purchase check will be honored.

  The Short-Term Government Fund will arrange for the proceeds of redemptions
effected by any means to be wired as Federal Funds to the bank account
designated in the shareholder's Account Information Form. Redemption proceeds
will normally be wired on the next Business Day in Federal Funds (for a total
one-day delay) but may be paid up to seven (7) days after receipt of a properly
executed redemption request. Wiring of redemption proceeds may be delayed one
additional Business Day if the Federal Reserve Bank is closed on the day
redemption proceeds would ordinarily be wired. In order to change the bank
designated on the Account Information Form to receive redemption proceeds, a
written request must be received by the Transfer Agent. This request must be
signature guaranteed as set forth above. Further documentation may be required
for executors, trustees or corporations. Once wire transfer instructions have
been given, none of the Short-Term Government Fund, the Custodian or the
Transfer Agent shall assume any further responsibility for the performance of
intermediaries of the shareholder's bank in the transfer process. If a problem
with such performance arises, the shareholder should deal directly with such
intermediaries or bank.

REDEMPTION IN KIND

If the Board of Trustees determines that it would be detrimental to the best
interests of the remaining shareholders of any Fund to make payment wholly or
partly in cash, the Trust may pay the redemption price in whole or in part by a
distribution in kind of securities from the portfolio of that Fund, in lieu of
cash, in conformity with applicable rules of the Securities and Exchange
Commission. The Trust, however, has elected to be governed by Rule 18f-1 under
the 1940 Act pursuant to which the Trust is obligated to redeem shares of any
Fund solely in cash up to the lesser of $250,000 or one percent of the net
assets of that Fund during any 90 day period for any one shareholder. Should
redemptions by any shareholder exceed such limitation, the Trust will have the
option of redeeming the excess in cash or in kind. If shares are redeemed in
kind, the distribution would be made in readily marketable securities upon
satisfaction of Rule 18f-1 under the 1940 Act and the redeeming shareholder
would incur brokerage costs in converting the assets into cash.

REDEMPTION OF SMALL ACCOUNTS

The Board of Trustees may, in order to reduce the expenses of a Fund, redeem all
of the shares of any shareholder (other than a qualified retirement plan) whose
account has declined to a net asset value of less than $500, as a result of a
transfer or redemption, at the net asset value determined as of the close of
business on the business day preceding the sending of notice of such redemption.
The Trust would give shareholders whose shares were being redeemed 60 days'
prior written notice in which to purchase sufficient shares to avoid such
redemption.

DIVIDENDS AND TAX STATUS

Each Fund is treated as a separate entity for purposes of determining federal
tax treatment. The Trust intends for each Fund to qualify as a "regulated
investment company'' under Subchapter M of the Code and thus not be subject to
federal income taxes on amounts which it distributes to its shareholders.  Each
so qualified during the last fiscal year.

   
  All dividends from net investment income, together with distributions of
short-term capital gains (collectively, "income dividends"), will be taxable as
ordinary income to the shareholders, whether or not paid in additional shares.
The Convertibles Fund, the Gold Fund, the Equity Fund, the Biotechnology Fund
and the Technology Fund expect to pay income dividends annually, and the Global
Bond Fund, the Short-Term Government Fund and the Government Fund expect to pay
income dividends monthly.     

  The daily net investment income of the Short-Term Government Fund is declared
as a dividend each day to shareholders of record. Shares purchased will begin
earning dividends the first business day following the day the purchase becomes
effective. Redeemed shares will participate in the dividend declared on the day
of redemption. If all shares in an account are redeemed, dividends credited to
the account since the beginning of the dividend period through the date of
redemption will be paid with the redemption proceeds. If less than all such
shares are redeemed, all dividends accrued but unpaid on the redeemed shares
will be distributed on the next payment date. For the purpose of calculating
dividends, net investment income consists of income accrued on portfolio assets,
less accrued expenses. Income earned on weekends, holidays and other days on
which the net asset value is not calculated will be declared as a dividend in
advance on the preceding business day.

  Each Fund expects to pay an annual distribution of long-term capital gains
realized, if any. Such capital gains dividends will be taxable to shareholders
as net long-term capital gains, regardless of the length of time a shareholder
has owned his shares. Under current law, long-term capital gains, short-term
capital gains and ordinary income recognized by corporate shareholders are
subject to the same maximum federal income tax rate. However, for noncorporate
shareholders, long-term capital gains are subject to a maximum federal income
tax rate of 28%, while ordinary income recognized by such shareholders is
subject to a maximum federal income tax rate of 39.6%. In addition, both
corporate and noncorporate shareholders are subject to limitations on the extent
to which capital losses may be deducted from ordinary income. For the
convenience of investors, all dividends and distributions are paid in full and
fractional shares of the Fund making the payment based on the net asset value
per share at the close of business on the record date, unless the shareholder
has previously notified the transfer agent that dividends are to be paid in
cash. Dividends and distributions received in January of any calendar year will
be treated for tax purposes as if received in the prior calendar year, if
declared in October, November or December to shareholders of record in such
month. The Trust will notify each shareholder after the close of its fiscal year
both of the dollar amount and the tax status of that year's dividends and
distributions. Dividends and capital gains distributions may also be subject to
state and local or foreign taxes. A state income (and possibly local income
and/or intangible property) tax exemption is generally available to the extent,
if any, a Fund's distributions are derived from interest on (or, in the case of
intangible taxes, the value of its assets is attributable to) certain U.S.
Government obligations, provided in some states that certain thresholds for
holdings of such obligations and/or reporting requirements are satisfied.

  The Code provides for a 70% dividends-received deduction (the "deduction") by
corporations owning less than 20% of the value and voting power in the
distributing corporation. Since all or substantially all of the income of the
Government Fund, the Global Bond Fund and the Short-Term Government Fund is
derived from interest payments to it, none of the dividends of these Funds will
qualify for the deduction. The basic test under the Code for determining whether
and the extent to which the dividends paid by the other Funds are eligible for
the deduction is whether the aggregate dividends received by that Fund from
domestic corporations comprise 100% of the net investment company income taxable
distributions made by the Fund. If this percentage test is not met, there is a
proportionate reduction of the eligibility of those payments. Capital gains
distributions are not eligible for the deduction.

  Gains realized from the sale of securities and options on securities will be
long- or short-term, depending on the length of time owned by the Fund.

  Any gain or loss realized upon the sale or redemption of Fund shares will
generally be treated by a shareholder as long-term capital gain or loss if the
shares have been held more than one year and otherwise as short-term capital
gain or loss. Any such loss, however, will be treated as long-term capital loss
to the extent of any capital gains distributions received by the shareholder on
shares held for six months or less. In determining the amount of any capital
gain or loss for federal income tax purposes, a shareholder's basis in Fund
shares which are exchanged within 90 days of purchase pursuant to the exchange
privilege or reinvestment option will not include the sales charge paid with
respect thereto and such sales charge will be added to the basis of the shares
purchased pursuant to the exchange privilege or reinvestment option.

  Under the Interest and Dividend Tax Compliance Act of 1983 the Trust may be
required to impose backup withholding at a rate of 31% from income dividends and
capital gains distributions and upon payment of redemption proceeds if
provisions of that law relating to the furnishing and certification of taxpayer
identification numbers and reporting of dividends are not complied with by a
shareholder.

   
  Income received by the Gold Fund, the Equity Fund, the Global Bond Fund and
the Technology Fund from foreign sources may be subject to withholding and other
taxes imposed by such countries. It is impossible to determine in advance the
effective rate of foreign tax to which these Funds may be subject. If more than
50% of the total assets of these Funds are invested in securities of foreign
corporations at the end of any fiscal year in which they qualify as a regulated
investment company, such Fund may elect the application of Section 853 of the
Code, to permit its shareholders to take a credit or a deduction for foreign
taxes paid by the Fund. Tax-exempt shareholders generally will not benefit from
this election. See the Statement of Additional Information for further details.
    

PERFORMANCE INFORMATION

From time to time any of the Funds may quote its average annual total return
("standardized return") in advertisements or promotional materials.
Advertisements and promotional materials reflecting standardized return
("performance advertisements") will show percentage rates reflecting the average
annual change in the value of an assumed initial investment in that Fund of
$1,000 at the end of one, five and ten year periods, reduced by the maximum
applicable sales charge. If such periods have not yet elapsed, data will be
given as of the end of a shorter period corresponding to the duration of the
Fund. Standardized return assumes the reinvestment of all dividends and capital
gain distributions, but does not take into account any federal or state income
taxes that may be payable upon redemption.

  The Government Fund, the Global Bond Fund and the Short-Term Government Fund
also may refer in advertising and promotional materials to their yield. The
yield of each such Fund shows the rate of income that it earns on its
investments, expressed as a percentage of the net asset value of such Fund's
shares. Each of such Funds calculates yield by determining the interest income
it earned from its portfolio investments for a specified thirty-day period (net
of expenses), dividing such income by the average number of Fund shares
outstanding, and expressing the result as an annualized percentage based on the
net asset value at the end of that thirty day period. Yield accounting methods
differ from the methods used for other accounting purposes; accordingly, the
yields of such Funds may not equal the dividend income actually paid to
investors or the income reported in the financial statements of such Funds.

  In addition to standardized return, performance advertisements also may
include other total return performance data ("non-standardized return"). Non-
standardized return may be quoted for the same or different periods as those for
which standardized return is quoted and may consist of aggregate or average
annual percentage rates of return, actual year by year rates or any combination
thereof.

  All data included in performance advertisements will reflect past performance
and will not necessarily be indicative of future results. The investment return
and principal value of an investment in a Fund will fluctuate, and an investor's
proceeds upon redeeming Fund shares may be more or less than the original cost
of the shares.


GENERAL INFORMATION

The Trust was organized on January 6, 1984 as a Massachusetts business trust.
Its Declaration of Trust contains an express disclaimer of shareholder liability
for its acts or obligations and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or executed by the
Trust or its Trustees. The Declaration of Trust provides for indemnification and
reimbursement of expenses out of the Trust's property for any shareholder held
personally liable for its obligations. The Declaration of Trust also provides
that the Trust shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust and satisfy any judgment
thereon. Thus, while Massachusetts law permits a shareholder of a trust such as
this to be held personally liable as a partner under certain circumstances, the
risk of a shareholder incurring financial loss on account of shareholder
liability is highly unlikely and is limited to the relatively remote
circumstances in which the Trust would be unable to meet its obligations, which
obligations are limited by the 1940 Act.

  The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law, but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

   
  Shareholders are entitled to one vote for each full share held (and
fractional votes for fractional shares) and may vote in the election of Trustees
and on other matters submitted to meetings of shareholders. It is not
contemplated that regular annual meetings of shareholders will be held. Rule
18f-2 under the 1940 Act provides that matters submitted to shareholders be
approved by a majority of the outstanding securities of each Fund, unless it is
clear that the interest of each Fund in the matter are identical or the matter
does not affect a Fund. However, the rule exempts the ratification of the
selection of accountants and the election of Trustees from the separate voting
requirements. By virtue of its stock ownership and that of its clients, PIA is
deemed to "control", as that term is defined in the 1940 Act, the Trust and the
Short-Term Government Fund.    

  Income, direct liabilities and direct operating expenses of each Fund will be
allocated directly to each Fund, and general liabilities and expenses of the
Trust will be allocated among the Funds in proportion to the total net assets of
each Fund, on a pro rata basis among the Funds or as otherwise determined by the
Board of Trustees.

  The By-Laws provide that the Trust's shareholders have the right, upon the
declaration in writing or vote of more than two-thirds of its outstanding
shares, to remove a Trustee. The Trustees will call a meeting of shareholders to
vote on the removal of a Trustee upon the written request of the record holders
of ten percent of the Trust's shares. In addition, ten shareholders holding the
lesser of $25,000 worth or one percent of the Trust's shares may advise the
Trustees in writing that they wish to communicate with other shareholders for
the purpose of requesting a meeting to remove a Trustee. The Trustees will then,
if requested by the applicants, mail at the applicants' expense the applicants'
communication to all other shareholders. No amendment may be made to the
Declaration of Trust without the affirmative vote of the holders of more than
50% of its outstanding shares. The holders of shares have no preemptive or
conversion rights. Shares when issued are fully paid and non-assessable, except
as set forth above. The Trust may be terminated upon the sale of its assets to
another issuer, if such sale is approved by the vote of the holders of more than
50% of the outstanding shares of each Fund, or upon liquidation and distribution
of its assets, if so approved. If not so terminated, the Trust will continue
indefinitely.

  McGladrey & Pullen, LLP serves as the independent accountants of the Trust.
  
  Star Bank, N.A., Cincinnati, OH, is the custodian of the Trust's assets. The
Administrator acts as accounting and shareholder servicing agent. Shareholder
inquiries should be directed to the Administrator.

                                    APPENDIX

           STANDARD & POOR'S CORPORATION RATINGS FOR CORPORATE BONDS

AAA    Debt rated AAA has the highest rating assigned by Standard & Poor's
       Corporation. Capacity to pay interest and repay principal is extremely
       strong.

AA     Debt rated AA has a very strong capacity to pay interest and repay
       principal and differs from the higher rated issues only in small degree.

A      Debt rated A has a strong capacity to pay interest and repay principal
       although it is somewhat more susceptible to the adverse effects of 
       changes in circumstances and economic conditions than debt in higher 
       rated categories.

BBB    Debt rated BBB is regarded as having an adequate capacity to pay interest
       and repay principal. Whereas it normally exhibits adequate protection
       parameters, adverse economic conditions or changing circumstances are
       more likely to lead to a weakened capacity to pay interest and repay 
       principal for debt in this category than in higher rated categories.

BB, B, Debt rated "BB", "B", "CCC", "CC" and "C" is regarded as having
CCC,   predominantly speculative characteristics with respect to capacity to pay
CC, C  interest and repay principal. "BB" indicates the least degree of 
       speculation and "C" the highest. While such debt will likely have some
       quality and protective characteristics, these are outweighed by large
       uncertainties or major exposure to adverse conditions.

BB     Debt rated "BB" has less near-term vulnerability to default than other
       speculative issues. However, it faces major ongoing uncertainties or 
       exposure to adverse business, financial or economic conditions which 
       could lead to inadequate capacity to meet timely interest and principal
       payments. The "BB" rating category is also used for debt subordinated 
       to senior debt that is assigned an actual or implied "BBB-" rating.

B      Debt rated "B" has a greater vulnerability to default but currently has
       the capacity to meet interest payments and principal repayments. Adverse
       business, financial or economic conditions will likely impair capacity or
       willingness to pay interest and repay principal. The "B" rating category
       is also used for debt subordinated to senior debt that is assigned an 
       actual or implied "BB" or "BB-" rating.

CCC    Debt rated "CCC" has a currently identifiable vulnerability to default,
       and is dependent upon favorable business, financial and economic 
       conditions to meet timely payment of interest and repayment of principal.
       In the event of adverse business, financial or economic conditions, it is
       not likely to have the capacity to pay interest and repay principal. The 
       "CCC" rating category is also used for debt subordinated to senior debt
       that is assigned an actual or implied "B" or "B-" rating.

CC     The rating "CC" typically is applied to debt subordinated to senior debt
       that is assigned an actual or implied "CCC-" rating.

C      The rating "C" typically is applied to debt subordinated to senior debt
       which is assigned an actual or implied "CCC-" debt rating. The "C" rating
       may be used to cover a situation where bankruptcy petition has been 
       filed, but debt service payments are continued.

                STANDARD & POOR'S CORPORATION CHARACTERISTICS OF
                      SOVEREIGN DEBT OF FOREIGN COUNTRIES

AAA    Stable, predictable governments with demonstrated track record of
       responding flexibly to changing economic and political circumstances.

       Prosperous and resilient economies, high per capita incomes.

       Low fiscal deficits and government debt, low inflation.

       Low external debt.

AA     Stable, predictable governments with demonstrated track record of
       responding to changing economic and political circumstances.

       Tightly integrated into global trade and financial system.

       Differ from AAAs only to a small degree because:

       - Economies are smaller, less prosperous and generally more vulnerable to
         adverse external influences (e.g., protection and terms of trade 
         shocks).

       - More variable fiscal deficits, government debt and inflation.

       - Moderate to high external debt.

A      Politics evolving toward more open, predictable forms of governance in
       environment of rapid economic and social change.

       Established trend of integration into global trade and financial system.

       Economies are smaller, less prosperous and generally more vulnerable to
       adverse external influences (e.g., protection and terms of trade 
       shocks), but

       Usually rapid growth in output and per capita incomes.

       Manageable through variable fiscal deficits, government debt and
       inflation.

       Usually low but variable debt.

BBB    Political factors a source of significant uncertainty, either because
       system is in transition or due to external threats, or both, often in
       environment of rapid economic and social change.

       Integration into global trade and financial system growing but untested.

       Economies less prosperous and often more vulnerable to adverse external
       influences.

       Variable to high fiscal deficits, government debt and inflation.

       High and variable external debt.

BB     Political factors a source of major uncertainty, either because system is
       in transition or due to external threats, or both, often in environment
       of rapid economic and social change.

       Integration into global trade and financial system growing but untested.

       Low to moderate income developing economies, but variable performance and
       quite vulnerable to adverse external influences.

       Variable to high fiscal deficits, government debt and inflation.

       Very high and variable debt, often graduates of Brady Plan but track
       record not well established.

                     MOODY'S INVESTORS SERVICE, INC. BONDS

Aaa    Bonds which are rated Aaa are judged to be of the best quality. They
       carry the smallest degree of investment risk and are generally referred
       to as "gilt-edged." Interest payments are protected by a large or by an
       exceptionally stable margin and principal is secure. While the various
       protective elements are likely to change, such changes as can be 
       visualized are most unlikely to impair the fundamentally strong position
       of such issues.

Aa     Bonds which are rated Aa are judged to be of high quality by all
       standards. Together with the Aaa group they comprise what are generally
       known as high-grade bonds. They are rated lower than the best bonds 
       because margins of protection may not be as large as in Aaa securities
       or fluctuation of protective elements may be of greater amplitude or 
       there may be other elements present which make the long-term risk appear
       somewhat larger than the Aaa securities.

A      Bonds which are rated A possess many favorable investment attributes and
       are to be considered as upper-medium-grade obligations. Factors giving
       security to principal and interest are considered adequate, but elements
       may be present which suggest a susceptibility to impairment sometime in
       the future.

Baa    Bonds which are rated Baa are considered as medium grade obligations
       (i.e., they are neither highly protected nor poorly secured). Interest
       payments and principal security appear adequate for the present but 
       certain protective elements may be lacking or may be characteristically
       unreliable over any great length of time. Such bonds lack outstanding
       investment characteristics and in fact have speculative characteristics
       as well.
        
Ba     Bonds which are rated Ba are judged to have speculative elements; their
       future cannot be considered as well-assured. Often the protection of 
       interest and principal payments may be very moderate and thereby not 
       well safeguarded during both good and bad times over the future. 
       Uncertainty of position characterizes bonds in this class.

B      Bonds which are rated B generally lack characteristics of the desirable
       investment. Assurance of interest and principal payments or of 
       maintenance of other terms of the contract over any long period of time
       may be small.

Caa    Bonds which are rated Caa are of poor standing. Such issues may be in
       default or there may be present elements of danger with respect to 
       principal or interest.

Ca     Bonds which are rated Ca represent obligations which are speculative in a
       high degree. Such issues are often in default or have other marked 
       shortcomings.

C      Bonds which are rated C are the lowest rated class of bonds and issues so
       rated can be regarded as having extremely poor prospects of ever 
       attaining any real investment standing.

          DUFF & PHELPS RATINGS FOR CORPORATE BONDS AND FOR SOVEREIGN,
                   SUBNATIONAL AND SOVEREIGN RELATED ISSUERS

AAA    Highest credit quality. The risk factors are negligible, being only
       slightly more than for risk-free U.S. Treasury debt.

AA     High credit quality. Protection factors are strong. Risk is modest but
       may vary slightly from time to time because of economic conditions.

A      Protection factors are average but adequate. However, risk factors are
       more variable and greater in periods of economic stress.

BBB    Below average protection factors but still considered sufficient for
       prudent investment. Considerable variability in risk during economic 
       cycles.

BB     Below investment grade but deemed likely to meet obligations when due.
       Present or prospective financial protection factors fluctuate according
       to industry conditions or company fortunes. Overall quality may move up
       or down frequently within this category.

               IBAC LONG-TERM RATINGS FOR CORPORATE BONDS AND FOR
              SOVEREIGN, SUBNATIONAL AND SOVEREIGN RELATED ISSUERS

AAA    Obligations for which there is the lowest expectation of investment risk.
       Capacity for timely repayment of principal and interest is substantial, 
       such that adverse changes in business, economic or financial conditions 
       are unlikely to increase investment risk substantially.
       
AA     Obligations for which there is a very low expectation of investment risk.
       Capacity for timely repayment of principal and interest is substantial.
       Adverse changes in business, economic or financial conditions may 
       increase investment risk, albeit not very significantly.

A      Obligations for which there is a low expectation of investment risk.
       Capacity for timely repayment of principal and interest is strong,
       although adverse changes in business, economic or financial conditions 
       may lead to increased investment risk.

BBB    Obligations for which there is currently a low expectation of investment
       risk. Capacity for timely repayment of principal and interest is 
       adequate, although adverse changes in business,  economic or financial
       conditions are more likely to lead to increased investment risk than 
       for obligations in other categories.

BB     Obligations for which there is a possibility of investment risk
       developing. Capacity for timely repayment of principal and interest 
       exists, but is susceptible over time to adverse changes in business, 
       economic or financial conditions.

 In the case of sovereign, subnational and sovereign related issuers, the Funds
use the rating service's foreign currency or domestic (local) currency rating
depending upon how a security in a Fund's portfolio is denominated. In the case
where a Fund holds a security denominated in a domestic (local) currency and the
rating service does not provide a domestic (local) currency rating for the
issuer, a Fund will use the foreign currency rating for the issuer; in the case
where a Fund holds a security denominated in a foreign currency and the rating
service does not provide a foreign currency rating for the issuer, a Fund will
treat the security as being unrated.




                                    MONTEREY
                                  MUTUAL FUND

                              INVESTMENT ADVISERS
                         Pacific Income Advisers, Inc.
                            1299 Ocean Avenue, #210
                             Santa Monica, CA 90401

                       Murphy Investment Management, Inc.
                          2830 North Cabrillo Highway
                            Half Moon Bay, CA 94019

                           Orrell Capital Management,
                                 a division of        
                            Orrell and Company, Inc.
                          120 Montgomery Street, #1230
                            San Francisco, CA 94104

                            Camborne Advisors, Inc.
                        10670 N. Central Expressway #405
                                Dallas, TX 75231

                                  DISTRIBUTOR
                            Syndicated Capital, Inc.
                            1299 Ocean Avenue, #210
                             Santa Monica, CA 90401
                                 1-800-251-1970

                                    COUNSEL
                                Foley & Lardner
                           777 East Wisconsin Avenue
                              Milwaukee, WI 53202

                              INDEPENDENT AUDITORS
                            McGladrey & Pullen, LLP
                                 555 5th Avenue
                               New York, NY 10017

                                   CUSTODIAN
                                Star Bank, N.A.
                               425 Walnut Street
                              Cincinnati, OH 45201

                         ADMINISTRATOR, TRANSFER AGENT
                         AND DIVIDEND DISBURSING AGENT
                          American Data Services, Inc.
                             24 West Carver Street
                              Huntington, NY 11743

TABLE OF CONTENTS
   
Fee Table.......................... 2
Summary............................ 2
Financial Highlights............... 5
Investment Objectives and Policies
  of the Monterey Mutual Funds..... 9
Investment Practices and Risks.....20
Principal Investment Restrictions..25
Management ........................26
How to Purchase Shares.............29
How to Redeem Shares...............32
Dividends and Tax Status...........34
Performance Information............36
General Information................36
Appendix...........................38
    


   <PAGE>
                              MONTEREY MUTUAL FUND
      
            Statement of Additional Information dated March 31, 1997

             This Statement of Additional Information is not a prospectus,
   and it should be read in conjunction with the Prospectus of Monterey
   Mutual Fund (the "Trust") relating to the Murphy New World Technology
   Convertibles Series (the "Convertibles Fund") (formerly the Growth &
   Income Fund), the Camborne Government Income Series (the "Government
   Income Fund" or "Government Fund") (formerly the PIA-Monitrend Government
   Income Fund), the OCM Gold Series (the "Gold Fund") (formerly the Gold
   Fund), the PIA Equity Series (the "Equity Fund") (formerly the Growth
   Fund), the Murphy New World Biotechnology Series (the "Biotechnology
   Fund") (formerly the Gaming & Leisure Fund), the Murphy New World
   Technology Series (the "Technology Fund"), the PIA Short-Term Government
   Securities Fund (the "Short-Term Government Fund") (formerly the PIA
   Adjustable Rate Government Securities Fund), and the PIA Global Bond
   Series (the "Global Bond Fund"), dated March 31, 1997; copies of the
   Prospectus may be obtained from the Trust's Distributor, Syndicated
   Capital, Inc. (the "Distributor", 1299 Ocean Avenue, Suite 210, Santa
   Monica, CA  90401.  (In this Statement of Additional Information, the
   eight funds may be referred to collectively as "the Funds" or individually
   as "a Fund.")

             Prior to December 27, 1996, the Trust was known as Monitrend
   Mutual Fund.
       

   <PAGE>

                                   TABLE OF CONTENTS

                                                             Cross-reference to
                                                     Page    page in Prospectus 

      
   Investment Objectives and Policies                  B-3              9

     Investment Restrictions                           B-3             25

     Hedging Instruments                               B-7             22

     Possible Tax and CFTC                             B-8             26
      Limitations on Portfolio
      and Hedging Strategies

      Repurchase Agreements                            B-9             24

      U.S. Government Securities                      B-10             24

      Portfolio Turnover                              B-13             24

   Management                                         B-14             26

     PIA, Murphy, Orrell, Camborne                    B-18             26
      and the Administrator

     Portfolio Transactions                           B-22             28
      and Brokerage

     Distribution Plan                                B-25             31

   Net Asset Value                                    B-28             31

   Shareholder Services                               B-29             31

   Dividends and Tax Status                           B-32             34

   General                                            B-32             36

   Calculation of Performance Data                    B-33             36

   Appendix                                           B-35

   Description of Securities Ratings                  B-38

   Financial Statements                               B-40

       
   <PAGE>

      
                       Investment Objectives and Policies

             The investment objective of the Convertibles Fund is to maximize
   total return through a combination of capital appreciation and income; the
   investment objectives of the Government Income Fund are growth of capital,
   whether over the short- or long-term, income and preservation of capital;
   the investment objective of the Gold Fund is long-term growth of capital;
   the investment objective of the Equity Fund is long-term growth of
   capital; the investment objective of the Biotechnology Fund is long-term
   growth of capital; the investment objective of the Technology Fund is
   long-term growth of capital; the investment objectives of the Short-Term
   Government Fund are income with low volatility of principal; and the
   investment objective of the Global Bond Fund is income.  The portfolio and
   strategies with respect to the composition of each Fund's portfolio are
   described in the Prospectus.  The Convertibles Fund was called the Growth
   & Income Fund from December 2, 1994 through December 31, 1996, the
   Summation Fund from March 30, 1993 through December 1, 1994, the Summation
   Index Fund from July 10, 1989, through March 30, 1993 and the Standard &
   Poor's 100 Index Fund prior to July 10, 1989.  On May 31, 1991, a ninth
   series of the Trust, the Value Allocation Series, was merged with and into
   the Convertibles Fund.  The Government Fund was called the PIA Monitrend
   Government Income Fund prior to December 13, 1996.  The OCM Gold Fund was
   called the Gold Fund prior to December 13, 1996.  The PIA Equity Fund was
   called the Growth Fund prior to December 13, 1996.  The Biotechnology Fund
   was called the Gaming & Leisure Fund prior to December 20, 1996.  The
   Short-Term Government Fund was called the PIA Adjustable Rate Government
   Securities Fund prior to December 13, 1996.  The New World Technology Fund
   was called the Technology Fund prior to December 13, 1996.
       
   Investment Restrictions 

             The Trust has adopted the following restrictions applicable to
   the various Funds as indicated below (in addition to those indicated in
   the Prospectus) as fundamental policies, which may not be changed without
   the approval of the holders of a "majority," as defined in the Investment
   Company Act of 1940 (the "1940 Act"), of the shares of the Fund as to
   which the policy change is being sought.  Under the 1940 Act, approval of
   the holders of a "majority" of a Fund's outstanding voting securities
   means the favorable vote of the holders of the lesser of (i) 67% of its
   shares represented at a meeting at which more than 50% of its outstanding
   shares are represented or (ii) more than 50% of its outstanding shares.
      
             Each of the Funds may not purchase any security, other than
   obligations issued or guaranteed by the U.S. Government, its agencies
   or instrumentalities ("U.S. Government securities"), if as a result more
   than 5% of such Fund's total assets (taken at current value) would then be
   invested in securities of a single issuer; provided, however, that 50% of
   the total assets of each of the Gold Fund, the Equity Fund, the
   Biotechnology Fund, the Convertibles Fund, the Global Bond Fund and the
   Technology Fund may be invested without regard to this restriction and 25%
   of the total assets of the Government Fund and the Short-Term Government
   Fund may be invested without regard to this restriction.    

   No Fund may:

             1.   Purchase any security if as a result the Fund would then
   hold more than 10% of any class of securities of an issuer (taking all
   common stock issues of an issuer as a single class, all preferred stock
   issues as a single class, and all debt issues as a single class) or more
   than 10% of the outstanding voting securities of an issuer.

             2.   Purchase any security if as a result the Fund would then
   have more than 5% of its total assets (taken at current value) invested in
   securities of companies (including predecessors) less than three years
   old.

             3.   Invest in securities of any issuer if, to the knowledge of
   the Trust, any officer or Trustee of the Trust or officer or director of
   the Fund's investment adviser owns more than 1/2 of 1% of the outstanding
   securities of such issuer, and such officers, directors and Trustees who
   own more than 1/2 of 1% own in the aggregate more than 5% of the
   outstanding securities of such issuer.

             4.   Make investments for the purpose of exercising control or
   management.

             5.   Act as underwriter except to the extent that, in connection
   with the disposition of portfolio securities, it may be deemed to be an
   underwriter under certain federal securities laws.

             6.   Purchase warrants if as a result the Fund would then have
   more than 5% of its total assets (taken at current value) invested in
   warrants.

             7.   Invest in securities of other registered investment
   companies, except by purchases in the open market involving only customary
   brokerage commissions and as a result of which not more than 5% of its
   total assets (taken at current value) would be invested in such
   securities, or except as part of a merger, consolidation or other
   acquisition.

             8.   Invest in interests in oil, gas or other mineral leases or
   exploration or development programs, although it may invest in the common
   stocks of companies which invest in or sponsor such programs.

             9.   Purchase securities on margin (but each Fund may obtain
   such short-term credits as may be necessary for the clearance of
   transactions and may make margin payments in connection with transactions
   in futures and options, and the Convertibles Fund, the Biotechnology Fund,
   the Technology Fund, the Global Bond Fund and the Short-Term Government
   Fund may borrow money as set forth in Investment Restriction No. 11).

             10.  Make short sales of securities or maintain a short
   position, unless at all times when a short position is open it owns an
   equal amount of such securities or securities convertible into or
   exchangeable for, without payment of any further consideration, securities
   of the same issue as, and equal in amount to, the securities sold short
   (short sale against-the-box), and unless not more than 25% of that Fund's
   net assets (taken at current value) is held as collateral for such sales
   at any one time, except that the Technology Fund may effect short sales to
   the extent set forth in the Prospectus and the Biotechnology Fund and the
   Convertibles Fund may effect short sales to the extent permitted by the
   1940 Act.

             11.  Issue senior securities, borrow money or pledge its assets
   except that each Fund may borrow from a bank for temporary or emergency
   purposes in amounts not exceeding 5% (taken at the lower of cost or
   current value) of its total assets (not including the amount borrowed) and
   pledge its assets to secure such borrowings and the Convertibles Fund, the
   Biotechnology Fund, the Technology Fund, the Global Bond Fund and the
   Short-Term Government Securities Fund may borrow for investment purposes
   on a secured or unsecured basis as described in the Prospectus.  (For the
   purpose of this restriction, collateral arrangements with respect to the
   writing of options and with respect to initial and variation margin for
   futures contracts are not deemed to be a pledge of assets and neither such
   arrangements nor the purchase or sale of futures contracts or purchase of
   related options or the sale of options on indices are deemed to be the
   issuance of a senior security.)

             12.  Buy or sell commodities or commodity contracts except
   futures and related options as described under "Investment Practices" in
   the Prospectus, or real estate or interests in real estate (including
   limited partnership interests).  For purposes of this restriction,
   Mortgage-Backed Securities as described in the Prospectus are not
   considered real estate or interests in real estate.

             13.  Participate on a joint or joint and several basis in any
   trading account in securities.

             14.  Purchase any security restricted as to disposition under
   federal securities laws except that subject to Securities and Exchange
   Commission ("SEC") limitations on investments in illiquid securities, the
   Biotechnology Fund, the Convertibles Fund, the Gold Fund and the Global
   Bond Fund may purchase securities restricted as to disposition under
   federal securities laws without limitation.

             15.  Make loans, except through repurchase agreements and the
   loaning of portfolio securities by the Convertibles Fund, the Gold Fund,
   the Technology Fund, the Biotechnology Fund, the Global Bond Fund and the
   Short-Term Government Fund as described in the Prospectus.
      
             16.  Purchase foreign securities or currencies; this restriction
   does not apply to the Gold Fund, the Equity Fund, the Technology Fund, the
   Biotechnology Fund, the Global Bond Fund, the Government Fund or the
   Convertibles Fund.    
      
             It is the position of the SEC (and an operating although not a
   fundamental policy of each Fund) that open-end investment companies such
   as the Funds should not make investments in illiquid securities if
   thereafter more than 15% of the value of their net assets would be so 
   invested.  The Short-Term Government Fund has limited its investments in
   illiquid securities to 10% of the value of its net assets.  The
   investments included as illiquid securities are (i) those which cannot
   freely be sold for legal reasons, although securities eligible to be
   resold pursuant to Rule 144A under the Securities Act of 1933 may be
   considered liquid; (ii) fixed time deposits subject to withdrawal
   penalties, other than overnight deposits (which the Government Fund may
   not own); (iii) repurchase agreements having a maturity of more than seven
   days; and (iv) investments for which market quotations are not readily
   available. The Funds do not expect to own any investments for which market
   quotations are not available.  However, illiquid securities do not include
   obligations which are payable at principal amount plus accrued interest
   within seven days after purchase.  The Board of Trustees has delegated to
   each Fund's investment adviser the day-to-day determination of the
   liquidity of a security although it has retained oversight and ultimate
   responsibility for such determinations.  Although no definite quality
   criteria are used, the Board of Trustees has directed the investment
   advisers to consider such factors as (i)the nature of the market for a
   security (including the institutional private resale markets); (ii) the
   terms of these securities or other instruments allowing for the
   disposition to a third party or the issuer thereof (e.g., certain
   repurchase obligations and demand instruments); (iii) the availability of
   market quotations; and (iv) other permissible factors.  Investing in Rule
   144A securities could have the effect of decreasing the liquidity of a
   Fund to the extent that qualified institutional buyers become, for a time,
   uninterested in purchasing these securities.
       
   Hedging Instruments

             The various hedging instruments which the Funds may use are
   discussed in the Prospectus and below.  The Appendix to this Statement of
   Additional Information contains further information as to the
   characteristics of, and the risks of transactions in, each of them.

             Call Options.  Except for calls written on stock indices, when a
   Fund writes a call, it receives a premium and agrees to sell the related
   investments to a purchaser of a call during the call period (usually not
   more than nine months) at a fixed exercise price (which may differ from
   the market price of the related investments) regardless of market price
   changes during the call period.  If the call is exercised, the Fund
   forgoes any gain from an increase in the market price over the exercise
   price.

             To terminate its obligation on a call which it has written, the
   Fund which wrote the call may purchase a call in a "closing purchase
   transaction."  A profit or loss will be realized depending on the amount
   of option transaction costs and whether the premium previously received is
   more or less than the price of the call purchased.  A profit may also be
   realized if the call lapses unexercised, because the Fund which wrote the
   call retains the premium received.  Any such profits are considered
   short-term gains for federal income tax purposes and, when distributed,
   are taxable as ordinary income.  Except for calls on stock indices, when a
   Fund buys a call, it pays a premium and has the right to buy the related
   investments from a seller of a call during the call period at a fixed
   exercise price.  The Fund which bought the call benefits only if the
   market price of the related investments is above the call price plus the
   premium paid during the call period and the call is either exercised or
   sold at a profit.  If the call is not exercised or sold (whether or not at
   a profit), it will become worthless at its expiration date, and that Fund
   will lose its premium payments and the right to purchase the related
   investments.

             Calls on stock indices are similar to calls on equities except
   that all settlements are in cash and gain or loss depends on changes in
   the index in question rather than on price movements in individual
   equities.  When a Fund writes a call on a stock index, it receives a
   premium and agrees that, during the call period, a purchaser of a call
   upon exercise of the call will receive from the Fund an amount of cash if
   the closing level of the stock index upon which the call is based is
   greater than the exercise price of the call, which amount of cash is equal
   to the difference between the closing price of the index and the exercise
   price of the call times a specified multiple (the "multiplier") which
   determines the total dollar value for each point of such difference.  When
   a Fund buys a call on a stock index it pays a premium and has the same
   rights as to a writer of such a call as are indicated above as its
   obligation when it writes such a call.  The multiplier for a call on a
   stock index performs a function similar to the unit of trading for a call
   on an equity.  It determines the total dollar value per contract of each
   point in the difference between the exercise price of a call and the
   current level of the underlying index.  A multiplier of 100 means that a
   one-point difference will yield $100.  Calls on different indices may have
   different multipliers.

             Put Options.  Except for puts on stock indices, when a Fund buys
   a put, it pays a premium and has the right to sell the related investments
   to a seller of a put during the put period (usually not more than nine
   months) at a fixed exercise price.  Buying a protective put permits that
   Fund to protect itself during the put period against a decline in the
   value of the related equity below the exercise price by having the right
   to sell the equity through the exercise of the put.  Puts on stock indices
   cannot be protective, as it is impossible to buy a stock index.

             Puts on stock indices are similar to puts on equities except
   that all settlements are in cash and gain or loss depends on changes in
   the index in question rather than on price movements in individual
   equities.  When a Fund buys a put on a stock index, it pays a premium and
   has the right during the put period to require a seller of such a put,
   upon the Fund's exercise of the put, to deliver to the Fund an amount of
   cash if the closing level of the stock index upon which the put is based
   is less than the exercise price of the put, which amount of cash is
   determined by the multiplier, which performs the same function as
   described above for calls.  Buying such a put permits the Fund, if cash is
   so deliverable to it during the period, either to resell the put or to
   require such delivery of cash. If such cash is not so deliverable, and, as
   a result the put is not exercised or resold (whether or not at a profit)
   the put will become worthless at its expiration date.

             When a Fund writes a put option it receives a premium and has
   the same obligations as to a purchaser of such a put as are indicated
   above as its rights when it purchases such a put.  A profit or loss will
   be realized depending on the amount of option transaction costs and
   whether the premium previously received is more or less than the put
   purchased in a closing purchase transaction. A profit may also be realized
   if the put lapses unexercised, because the Fund retains the premium
   received.  Any such profits are considered short-term gains for federal
   income tax purposes and, when distributed, are taxable as ordinary income.

   Possible Tax and CFTC Limitations on Portfolio and Hedging Strategies 

             The Trust intends that each Fund qualify as a regulated
   investment company under Subchapter M of the Internal Revenue Code for
   each taxable year.  In order to so qualify, each Fund must, among other
   things, derive less than 30% of its gross income from the sale or other
   disposition of stock or securities (or options thereon) held less than
   three months.  Due to this limitation, each Fund will limit the extent to
   which it engages in the following activities, but will not be precluded
   from them:  (i) selling investments, including Futures, held for less than
   three months, whether or not they were purchased on the exercise of a
   call; (ii) the writing of calls on investments held less than three
   months; (iii) the writing or purchasing of calls or the purchasing of puts
   which expire in less than three months; (iv) effecting closing
   transactions with respect to calls written or purchased or puts purchased
   less than three months previously; and (v) exercising certain puts or
   calls held for less than three months.  

             The use of Futures and options thereon to attempt to protect
   against the market risk of a decline in the value of portfolio securities
   is referred to as having a "short futures position," and the use of such
   instruments to attempt to protect against the market risk that portfolio
   securities are not fully included in an increase in value is referred to
   as having a "long futures position."  Each Fund must operate within
   certain restrictions as to its long and short positions in Futures and
   options thereon under a rule ("CFTC Rule") adopted by the Commodity
   Futures Trading Commission ("CFTC") under the Commodity Exchange Act (the
   "CEA"), which excludes the Funds and the Trust from registration with the
   CFTC as a "commodity pool operator" as defined in the CEA.  Under the
   restrictions, each Fund must use Futures and options thereon solely for
   bona fide hedging purposes within the meaning and intent of the applicable
   provisions under the CEA, provided that nonhedging positions may be
   established if the initial margin and premiums required to establish such
   positions do not exceed 5% of a Fund's net assets, with certain exclusions
   as defined in the CFTC Rule.

   Repurchase Agreements 

             Each Fund may enter into repurchase agreements.  A repurchase
   transaction occurs when, at the time a Fund purchases a security, that
   Fund also resells it to the vendor (normally a commercial bank or a
   broker-dealer) and must deliver the security (and/or securities
   substituted for them under the repurchase agreement) to the vendor on an
   agreed upon date in the future.  Such securities, including any securities
   so substituted, are referred to as the "Resold Securities".  The Fund's
   investment adviser will consider the creditworthiness of any vendor of
   repurchase agreements.  The resale price is in excess of the purchase
   price in that it reflects an agreed upon market interest rate effective
   for the period of time during which the Fund's money is invested in the
   Resold Securities.  The majority of these transactions run from day to
   day, and the delivery pursuant to the resale typically will occur within
   one to five days of the purchase. The Fund's risk is limited to the
   ability of the vendor to pay the agreed-upon sum upon the delivery date;
   in the event of bankruptcy or other default by the vendor, there may be
   possible delays and expenses in liquidating the instrument purchased,
   decline in its value and loss of interest.  These risks are minimized when
   the Fund holds a perfected security interest in the Resold Securities and
   can therefore resell the instrument promptly.  Repurchase agreements can
   be considered as loans "collateralized" by the Resold Securities, such
   agreements being defined as "loans" in the 1940 Act. The return on such
   "collateral" may be more or less than that from the repurchase agreement. 
   The Resold Securities will be marked to market every business day so that
   the value of the "collateral" is at least equal to the value of the loan,
   including the accrued interest earned thereon.  All Resold Securities will
   be held by the Fund's custodian or another bank either directly or through
   a securities depository.

   U.S. Government Securities 

             As used in this Statement of Additional Information, the term
   "U.S. Government securities" means securities issued or guaranteed by the
   U.S. Government or any of its agencies or instrumentalities.

             Securities issued or guaranteed by the U.S. Government include a
   variety of Treasury securities (i.e., securities issued by the U.S.
   Government) that differ only in their interest rates, maturities and dates
   of issuance.  Treasury Bills have maturities of one year or less. 
   Treasury Notes have maturities of one to ten years, and Treasury Bonds
   generally have maturities of greater than ten years at the date of
   issuance.  Zero coupon Treasury securities consist of Treasury Notes and
   Bonds that have been stripped of their unmatured interest coupons.

             U.S. Government agencies or instrumentalities which issue or
   guarantee securities include, but are not limited to, the Federal Housing
   Administration, Federal National Mortgage Association, Farmers Home
   Administration, Export-Import Bank of the United States, Small Business
   Administration, Government National Mortgage Association, General Services
   Administration, Central Bank for Cooperatives, Federal Home Loan Banks,
   Federal Home Loan Mortgage Corporation, Federal Intermediate Credit Banks,
   Federal Land Banks, Maritime Administration, the Tennessee Valley
   Authority, District of Columbia Armory Board, the Inter-American
   Development Bank, the Asian Development Bank, the Student Loan Marketing
   Association and the International Bank for Reconstruction and Development.

             Except for U.S. Treasury securities, obligations of U.S.
   Government agencies and instrumentalities may or may not be supported by
   the full faith and credit of the United States.  Some are backed by the
   right of the issuer to borrow from the Treasury; others by discretionary
   authority of the U.S. Government to purchase the agencies' obligations;
   while still others, such as the Student Loan Marketing Association, are
   supported only by the credit of the instrumentality.  In the case of
   securities not backed by the full faith and credit of the United States,
   the investor must look principally to the agency or instrumentality
   issuing or guaranteeing the obligation for ultimate repayment, and may not
   be able to assert a claim against the United States itself in the event
   the agency or instrumentality does not meet its commitment.  Each Fund
   investing in U.S. Government securities will invest in securities of such
   instrumentality only when the Adviser is satisfied that the credit risk
   with respect to any instrumentality is acceptable.

             Among the U.S. Government securities that each Fund investing in
   U.S. Government securities may purchase are "mortgage-backed securities"
   of the Government National Mortgage Association ("Ginnie Mae" or "GNMA"),
   the Federal Home Loan Mortgage Association ("Freddie Mac") and the Federal
   National Mortgage Association ("Fannie Mae").  These mortgage-backed
   securities include "pass-through" securities and "participation
   certificates"; both are similar, representing pools of mortgages that are
   assembled, with interests sold in the pool; the assembly is made by an
   "issuer" which assembles the mortgages in the pool and passes through
   payments of principal and interest for a fee payable to it.  Payments of
   principal and interest by individual mortgagors are "passed through" to
   the holders of the interest in the pool.  Thus, the monthly or other
   regular payments on pass-through securities and participation certificates
   include payments of principal (including prepayments on mortgages in the
   pool) rather than only interest payments.  Another type of mortgage-backed
   security is the "collateralized mortgage obligation", which is similar to
   a conventional bond (in that it makes fixed interest payments and has an
   established maturity date) and is secured by groups of individual
   mortgages.  Timely payment of principal and interest on Ginnie Mae
   pass-throughs is guaranteed by the full faith and credit of the United
   States, but their yield is not guaranteed.  Freddie Mac and Fannie Mae are
   both instrumentalities of the U.S. Government, but their obligations are
   not backed by the full faith and credit of the United States.  It is
   possible that the availability and the marketability (i.e., liquidity) of
   these securities discussed in this paragraph could be adversely effected
   by actions of the U.S. Government to tighten the availability of its
   credit or to affect adversely the tax effects of owning them.

             The average life of a GNMA certificate is likely to be
   substantially less than the original maturity of the mortgage pools
   underlying the securities.  Prepayments of principal by mortgagors and
   mortgage foreclosures will usually result in the return of the greater
   part of principal investment long before the maturity of the mortgages in
   the pool. Foreclosures impose no risk to principal investment because of
   the GNMA guarantee.  Because prepayment rates of individual mortgage pools
   vary widely, it is not possible to predict accurately the average life of
   a particular issue of GNMA certificates.  However, statistics published by
   the Federal Housing Administration indicate that the average life of
   single-family dwelling mortgages with 25- to 30-year maturities, the type
   of mortgage backing the vast majority of GNMA certificates, is
   approximately 12 years.  Therefore, it is customary to treat GNMA
   certificates as 30-year mortgage backed securities which prepay fully in
   the twelfth year. Prepayments may increase when interest rates decline.

             Certain of the mortgage loans underlying the mortgage-backed
   securities in which the Funds may invest will be adjustable rate mortgage
   loans ("ARMs").

             There are two main categories of indices which provide the basis
   for rate adjustments on ARMs:  those based on U.S. Treasury securities and
   those derived from a calculated measure such as a cost of funds index or a
   moving average of mortgage rates.  Commonly utilized indices include the
   one-year, three-year and five-year constant maturity Treasury rates, the
   three-month Treasury Bill rate, the 180-day Treasury Bill rate, rates on
   longer-term Treasury securities, the 11th District Federal Home Loan Bank
   Cost of Funds, the National Median Cost of Funds, the one-month, three-
   month, six-month or one year London Interbank Offered Rate ("LIBOR"), the
   prime rate of a specific bank, or commercial paper rates.  Some indices,
   such as the one-year constant maturity Treasury rate, closely mirror
   changes in market interest rate levels.  Others, such as the 11th District
   Federal Home Loan Bank Cost of Funds index, tend to lag behind changes in
   market rate levels and tend to be somewhat less volatile.  The degree of
   volatility in the market value of a Fund's portfolio and therefore in the
   net asset value of the Fund's shares will be a function of the length of
   the interest rate reset periods and the degree of volatility in the
   applicable indices.

             The mortgage loans underlying other mortgage-backed securities
   in which the Funds may invest will be fixed rate mortgage loans. 
   Generally, fixed rate mortgage loans eligible for inclusion in a mortgage
   pool will bear simple interest at fixed annual rates and have original
   terms to maturity ranging from 5 to 40 years.  Fixed rate mortgage loans
   generally provide for monthly payments of principal and interest in
   substantially equal installments for the contractual term of the mortgage
   note in sufficient amounts to fully amortize principal by maturity
   although certain fixed rate mortgage loans provide for a large final
   "balloon" payment upon maturity.

             Mortgage loans are subject to a variety of state and federal
   regulations designed to protect mortgagors, which may impair the ability
   of the mortgage lender to enforce its rights under the mortgage documents. 
   These regulations include legal restraints on foreclosures, homeowner
   rights of redemption after foreclosure, federal and state bankruptcy and
   debtor relief laws, restrictions on enforcement of mortgage loan "due on
   sale" clauses and state usury laws.  Even though the Funds will invest in
   Mortgage-Backed Securities which are U.S. Government securities, these
   regulations may adversely affect a Fund's investments by delaying the
   Fund's receipt of payments derived from principal or interest on mortgage
   loans affected by such regulations.

             Also included within the term U.S. Government securities are
   deposits in banks (represented by certificates of deposit or other
   evidence of deposit issued by such banks of varying maturities) to the
   extent that the principal of such deposits is insured by the Federal
   Deposit Insurance Corporation ("FDIC"); such deposits are referred to as
   "Insured Deposits."  Such insurance is currently limited to $100,000 per
   bank; any interest above that amount is not insured.  Insured Deposits may
   have limited marketability, and a Fund will invest in them only within the
   10% or 15% limit mentioned above under "Investment Restrictions" unless
   such obligations are payable at principal amount plus accrued interest on
   demand or within seven days after demand.

   Portfolio Turnover 
      
             See "Per Share Income and Capital Changes" and "Portfolio
   Turnover" in the Prospectus for the definition of a portfolio turnover
   rate and for information on the past rates of the Funds.  As indicated in
   the Prospectus the portfolio turnover of each of the Funds may vary
   significantly from year to year as a result of the presence or absence of
   the defensive investment positions taken by the investment adviser to the
   Fund.  Such a variance was evidenced during the most recent three fiscal
   years where portfolio turnover was substantially higher for the
   Convertibles Fund in the fiscal years ended November 30, 1996 and November
   30, 1995 than in the fiscal year ended November 30, 1994, substantially
   lower for the Gold Fund in the fiscal years ended November 30, 1996 and
   November 30, 1995 than in the fiscal year ended November 30, 1994 and
   substantially lower for the Short-Term Government Fund in the fiscal year
   ended November 30, 1996 than in the fiscal years ended November 30, 1995
   and November 30, 1994.  With respect to the Convertibles Fund, portfolio
   turnover was higher in the fiscal years ended November 30, 1995 and
   November 30, 1996 than the fiscal year ended November 30, 1994 because
   prior to February 1, 1995 the investment objective of the Convertibles
   Fund contemplated that it would hold a portfolio of common stocks
   substantially parallel to the Standard & Poor's 100 Index and hedging
   instruments, which hedging instruments were excluded for the purpose of
   calculating portfolio turnover.  With respect to the Gold Fund portfolio,
   turnover was lower during 1996 and 1995 than 1994 because the investment
   approach of the Gold Fund's investment adviser during 1996 and 1995
   involved less trading than that of its predecessor.  The Gold Fund changed
   investment advisers on August 18, 1995.  With respect to the Short-Term
   Government Fund portfolio turnover was lower because average net assets
   were substantially greater than in the prior fiscal years.  The
   Biotechnology Fund anticipates that its portfolio turnover rate during the
   fiscal year ending November 30, 1997 will approximate 150%.  Thereafter
   its portfolio turnover rate generally will not exceed 50%.  The one year
   increase in the portfolio turnover rate will result from the sale of
   securities in the gaming and leisure sector and the purchase of securities
   in the biotechnology sector.  Similarly the Convertibles Fund anticipates
   that its portfolio turnover rate during the fiscal year ending November
   30, 1997 will approximate 150%.  Thereafter its portfolio turnover rate
   generally will not exceed 50%.  The one year increase in the portfolio
   turnover rate will result because of the change in investment advisers. 
   The portfolio turnover rate for the Global Bond Fund generally will not
   exceed 200%.    

   <TABLE>
    Management
    The Trustees and officers of the Trust are:

   <CAPTION>

    <S>                                   <C>     <C>                        <C>                         
                                                                             Principal occupations
    Name and Address                      Age     Position with Fund         during past five years

    Joseph Lloyd McAdams, Jr.*            51      Chairman and Trustee
    1299 Ocean Avenue                                                        Chairman   of   Pacific   Income   Advisers,   Inc.;
    Suite 210                                                                Chairman, Chief Executive Officer  and President  of
    Santa Monica, CA 90401                                                   Syndicated Capital, Inc.
   
    John Michael Murphy*                  54      Trustee                    President  of  Murphy  Investment  Management,  Inc;
    2830 North Cabrillo Highway                                              President   of   Murenove,   Inc.,   a    newsletter
    Half Moon Bay, CA  94019                                                 publisher.

    Ann Louise Marinaccio                 57      Trustee
    1 Norwood Road                                                           Sales associate for Saks Fifth Avenue, Short  Hills,
    Springfield, NJ  07081                                                   NJ.

    Robert I. Weisberg                    50      Trustee                    President  of  Fremont Medical  Financial  Services,
    612 Ridge Road                                                           Inc.  and  Executive  Vice   President  of   Fremont
    Tiburon, CA  94920                                                       Financial  Corporation,  Santa   Monica,  California
                                                                             since  January   1,  1996;   President  of  Pro-Care
                                                                             Financial  Group,  Inc., Larkspur,  California  from
                                                                             1994-1995;    President    of    Towers    Financial
                                                                             Corporation,   New   York,  New   York,   1993-1994;
                                                                             President  of Fleet  Credit Corporation, Providence,
                                                                             Rhode Island, 1985-1993.

    Beatrice P. Felix                     37      Trustee                    Real estate  sales  agent  for  Roland  Land  Realty
    1011 4th Street, #218                                                    since 1994;  real estate sales  agent for Prudential
    Santa Monica, CA  90403                                                  Realty from 1991-1994.

    Heather U. Baines                     54      President and Treasurer
    1299 Ocean Avenue
    Suite 210                                                                President  and  Chief  Executive Officer  of Pacific
    Santa Monica, CA 90401                                                   Income Advisers, Inc.

    Kathie Hilton                         49      Secretary
    1299 Ocean Avenue                                                        Administrative   Assistant   for    Pacific   Income
    Suite 210                                                                Advisers, Inc.  since 1994;  prior thereto owner  of
    Santa Monica, CA 90401                                                   Grizzly Products, a seafood distributor.
   _________________________
   * "Interested" trustee, as defined in the 1940 Act.

   </TABLE>

             During the fiscal year ended November 30, 1996, the Trust paid
   its Trustees who are not affiliated with any of the investment advisers to
   the Funds or the Distributor fees aggregating $8,000.  The Trust's
   standard method of compensating these trustees who are not "interested
   persons" of the Trust, is to pay each such trustee an annual retainer of
   $2,000 and a fee of $500 for each meeting of the Board of Trustees
   attended.  The Trust does not provide pension or retirement benefits to
   its trustees and officers.

   <TABLE>
  

   <CAPTION>

                                                            Pension &
                                                            Retirement     Estimated        Total
                                                             Benefits        Annual     Compensation
                                          Aggregate      Accrued as Part    Benefits     from Trust
                                        Compensation         of Fund          upon        Paid to 
    Name of Person, Position             from Trust          Expenses      Retirement     Trustees
    <S>                                    <C>                  <C>            <C>         <C>   

    Joseph Lloyd McAdams, Jr.,                0                 0              0              0
    Chairman and Trustee

    Phillip R. Verrill,* Trustee              0                 0              0              0

    Michael A. Licameli,* Trustee             0                 0              0              0

    Ann Louise Marinaccio,* Trustee           0                 0              0              0

    Robert I. Weisberg,* Trustee              0                 0              0              0

    Stephen E. Cole,* Trustee              $4,000               0              0           $4,000

    Howard Mann,* Trustee                  $4,000               0              0           $4,000

    Beatrice Felix, Trustee                   0                 0              0              0

    Heather U. Baines, President and          0                 0              0              0
    Treasurer

    Kathy Hilton, Secretary                   0                 0              0              0

   _________________
                                                          
   * Ms. Marinaccio and Mr. Weisberg did not become trustees until December
   13, 1996.  Messrs. Verrill, Licameli, Cole and Mann were each trustees
   during some or all of the fiscal year ended November 30, 1996.  Messrs.
   Verrill and Licameli were "interested" trustees, as defined in the 1940
   Act.

   </TABLE>
    
             Set forth below are the names and addresses of all holders of
   shares of the Funds who as of March 14, 1997 beneficially owned more than
   5% of a Fund's then outstanding shares.    

      
   
                                  Government Fund
                                               
        Name and Address of                       Number of     Percent of
          Beneficial Owner                         Shares         Class   
    
    Dora Elena Walker, Trustee
    Hortense Daniel Evans Living Trust
    dated October 1, 1988
    9431 Friendly Woods Lane
    Whittier, California  90605                    14,954          21.09%

    Pacific Income Advisers, Inc.
    1299 Ocean Avenue, Suite 210
    Santa Monica, California  90401                12,248          17.28%

    Donaldson, Lufkin & Jenrette
    Securities Corporation
    P.O. Box 2052
    Jersey City, New Jersey  07303                  5,767           8.13%

    Richard K. Moore and
    Dorothy A. Moore
    8 Lorraine Avenue                                                       
    Binghamton, New York  13905                     5,716           8.06%

                                  Equity Fund

        Name and Address of                        Number of      Percent of
          Beneficial Owner                          Shares          Class
   
    Pershing Securities Division of 
    Donaldson, Lufkin & Jenrette
    Securities Corporation
    One Pershing Plaza
    Jersey City, New Jersey  07399                 19,230          34.54%

    Pacific Income Advisers, Inc.
    1299 Ocean Avenue, Suite 210
    Santa Monica, California  90401                 8,390          15.07%

    Swiss Bank Corp., N.Y. Branch
    As agent for benefit of customers
    222 Broadway, 3rd Floor
    New York, New York  10038                       4,288          7.70%

                                  Technology Fund

       Name and Address of                         Number of      Percent of
         Beneficial Owner                           Shares          Class

    Everett A. Turner
    114 Quail Hollow
    Martinez, California  94553                     4,827           8.96%

    Jerry B. Torrance, Trustee
    and Carmen Ortiz, Trustee
    The Torrance-Ortiz Living Trust
    1176 Lone Pine Lane
    San Jose, California  95120                     2,807           5.21%

    Alain B. Schreiber, M.D.
    P.O. Box 5005-26
    Rancho Santa Fe, California  92067              2,697           5.00%


                                  Biotechnology Fund

       Name and Address of                         Number of      Percent of
         Beneficial Owner                           Shares          Class
    Murenove, Inc.
    P. O. Box 208
    Half Moon Bay, California  94019               16,856          24.32%

    Ronald J. De Angelis and
    Sonya A. De Angelis, Jt. Ten.
    1413 Cordilleras Avenue
    San Carlos, California  94070                   3,952            5.70%

                                  Short-Term Government Fund

       Name and Address of                         Number of      Percent of
         Beneficial Owner                           Shares          Class

    Syndicated Capital, Inc.
    FBO: United Food & Commercial 
    Workers Arizona Health
    and Welfare Trust
    1299 Ocean Avenue, Suite 210
    Santa Monica, California  90401             1,547,694           67.50%
    
    Ahmet O. Afli
    11 West Del Mar Blvd.
    Pasadena, California  91105                   210,436            9.18%

    The Aldeen Charitable Remainder Trust
    Unitrust No. 1
    2042 Ashington Drive
    Glendale, California  91206                   148,975            6.50%

    The Aldeen Charitable Remainder Trust
    Unitrust No. 2
    2042 Ashington Drive
    Glendale, California  91206                   147,850             6.45%

                                  Gold Fund

       Name and Address of                         Number of      Percent of
         Beneficial Owner                           Shares          Class
  
    Donaldson, Lufkin & Jenrette
    Securities Corporation
    P.O. Box 2052
    Jersey City, New Jersey  07303                 72,866            32.63%

    Zyrel Fox
    240 Greenwich Avenue
    Greenwich, Connecticut  06830                  31,461            14.09%

                                  Convertibles Fund

       Name and Address of                         Number of      Percent of
         Beneficial Owner                           Shares          Class

    James Lear
    100 Bush Street #1000
    San Francisco, California  94104                2,998             5.19%
       

      
   No other person owns of record or is known to the Trust to own
   beneficially 5% or more of the outstanding securities of any Fund.  By
   virtue of its stock ownership and that of its clients (including the
   United Food & Commercial Workers Arizona Health and Welfare Trust),
   Pacific Income Advisers, Inc. is deemed to "control" as that term is
   defined in the 1940 Act the Short-Term Government Fund  and the Trust. 
   The shares owned by Donaldson, Lufkin & Jenrette Securities Corporation,
   the Pershing Securities Division of Donaldson, Lufkin & Jenrette
   Securities Corporation and Swiss Bank Corp. are owned of record only.
       
      
             All trustees and officers of the Trust as a group beneficially
   own the following securities of the Funds as of March 14, 1997:


    Name of Fund                Number of Shares   Percent of Class

    Government Fund             12,248*           17.28%

    Equity Fund                 8,390*            15.07%

    Technology Fund             0                 0

    Short-Term Government Fund  1,556,368**       68.13%

    Gold Fund                   0                 0

    Biotechnology Fund          16,856***         24.32%***

    Convertibles Fund           0                 0
   _________________________
   *    Consists solely of shares owned by Pacific Income Advisers, Inc.
        which is controlled by Joseph Lloyd McAdams, Jr. and Heather U.
        Baines.
   **   Includes shares owned by Syndicated Capital, Inc. which is controlled
        by Joseph Lloyd McAdams, Jr.
   ***  Consists solely of shares owned by Murenove, Inc. which is controlled
        by John Michael Murphy.
       

   PIA, Murphy, Orrell, Camborne and the Administrator

            Pacific Income Advisers, Inc. ("PIA") is the investment adviser
   to the Short-Term Government Fund, the Government Fund, the Equity Fund
   and the Global Bond Fund.  Joseph Lloyd McAdams, Jr. and Heather U. Baines
   own all of the outstanding stock of PIA.  Prior to December 13, 1996,
   Monitrend Investment Management, Inc. ("MIMI") was investment adviser to
   the Equity Fund and manager to the Short-Term Government Fund and
   Government Fund.  Prior to December 13, 1996, Robert L. Bender, Inc. was
   sub-adviser to the Equity Fund.    

            Murphy Investment Management, Inc. (formerly known as Negative
   Beta Associates, Inc.) ("Murphy") is the investment adviser to the
   Biotechnology Fund, the Technology Fund and the Convertibles Fund.  John
   Michael Murphy and Ms. Gaye Elizabeth Morgenthaler own all of the
   outstanding stock of Murphy.  Prior to December 13, 1996, MIMI was the
   investment adviser to the Technology Fund and Murphy was sub-adviser to
   the Technology Fund.  Prior to December 20, 1996, MIMI was investment
   adviser to the Biotechnology Fund.  Prior to December 31, 1996, MidCap
   Associates, Inc. was the investment adviser to the Convertibles Fund and
   MIMI was sub-adviser to the Convertibles Fund.    

             Orrell Capital Management, a division of Orrell and Company,
   Inc. ("Orrell"), is the investment adviser to the Gold Fund.  Gregory M.
   Orrell is the President and sole shareholder of Orrell.  Prior to December
   13, 1996, MIMI was the investment adviser to the Gold Fund and from
   January 31, 1991 to August 17, 1996 was the sub-adviser to the Gold Fund. 
   Kensington Capital Management, Inc. was investment adviser to the Gold
   Fund from January 31, 1991 to August 17, 1994.    

             Camborne Advisors, Inc. ("Camborne") is the sub-adviser to the
   Government Fund.  Camborne is a privately-held corporation which is wholly
   owned by Camborne Investment Corporation.  Camborne became the sub-adviser
   to the Government Fund on December 13, 1996.

             Under the investment advisory agreements applicable to the
   Funds, the investment adviser thereto is paid a fee computed daily and
   payable monthly, at an annual rate expressed as a percentage of the
   applicable Fund's average daily net assets.  The applicable fee rates are
   as follows:
      
         Fund                     Fee      Average Daily Net Assets
                                  Rate

    Short-Term Government Fund    0.20%    All asset levels
    Biotechnology Fund            1.00%    All asset levels

    Convertibles Fund             0.625%   0 to $150 million
                                  0.50%    $150 million to $250 million
                                  0.375%   Over $250 million

    Government Fund               0.40%    All asset levels
    Gold Fund                     1.00%    0 to $50 million
                                  0.875%   $50 million to $75 million
                                  0.75%    $75 million to $100 million
                                  0.625%   $100 million to $150 million
                                  0.50%    $150 million to $250 million
                                  0.375%   Over $250 million

    Technology Fund               1.00%    All asset levels
    Equity Fund                   1.00%    0 to $50 million
                                  0.875%   $50 million to $75 million
                                  0.75%    $75 million to $100 million
                                  0.625%   $100 million to $150 million
                                  0.50%    $150 million to $250 million
                                  0.375%   Over $250 million

    Global Bond Fund              0.40%%   All asset levels
       

   Pursuant to the sub-advisory agreement applicable to the Government Fund,
   PIA pays Camborne a fee computed daily and payable monthly, at an annual
   rate of 0.20% of the Government Fund's average daily net assets.

             Under the investment advisory agreements applicable to the
   Funds, the investment adviser thereto is responsible for reimbursing the
   applicable Fund to the extent necessary to permit the Fund to maintain the
   expense limitations set forth in the Trust's current prospectus.  Expense
   reimbursement obligations are calculated daily and paid monthly, at an
   annual rate expressed as a percentage of the applicable Fund's average
   daily net assets.  The applicable expense limitations are as follows:
   
      
        Fund                               Expense Limitation

   Short-Term Government Fund                       0.30%

   Biotechnology Fund                               2.44%

   Convertibles Fund                                2.44%

   Government Fund                                  1.10%

   Gold Fund                                        2.44%

   Technology Fund                                  2.44%

   Equity Fund                                      2.44%

   Global Bond Fund                                 0.51%
       

   Pursuant to the sub-advisory agreement applicable to the Government Fund,
   Camborne will reimburse PIA if PIA is required to make reimbursement to
   the Government Fund.

              The Global Bond Fund did not commence operations until March
   31, 1997.  As a result of expense limitations, all investment advisory,
   sub-advisory and management fees otherwise payable by the Funds were
   waived and the following reimbursements were made to the Funds:    

      
                             Fiscal     Fees     Reimbursements in
    Fund                    Year  End  Waived     Addition to Fee
                                                      Waivers

    Government Fund           1996     $ 3,924        $41,485
                              1995     $ 3,724        $39,367
                              1994     $ 4,348        $43,657

    Short-Term Government     1996     $18,898        $21,965
    Fund                      1995     $ 7,978        $26,878
                              1994     $ 1,226        $ 9,448

    Equity Fund               1996     $ 5,136        $43,620
                              1996     $ 5,226        $41,794
                              1994     $ 8,635        $43,697

    Gold Fund                 1996     $12,617        $35,235
                              1995     $ 4,929        $44,462
                              1994     $21,634        $46,007

    Convertibles Fund         1996     $ 9,258        $33,053
                              1995     $ 9,067        $43,437
                              1994     $11,830        $45,254

    Biotechnology Fund        1996     $ 4,318        $39,312
                              1995     $ 8,098        $37,592
                              1994     $11,828        $21,409

    Technology Fund           1996     $ 5,774        $41,127
                              1995     $ 2,629        $40,101
                              1994     $ 2,036        $15,861
       

      
   All reimbursements made with respect to the Short-Term Government Fund
   were made by PIA.  With respect to the other Funds, all reimbursements
   made during the fiscal years ended November 30, 1994 and November 30, 1995
   were made by MIMI.  During the fiscal year ended November 30, 1996, PIA
   reimbursed the Equity Fund and the Short-Term Government Fund for excess
   expenses.  Murphy reimbursed the Convertibles Fund, the Biotechnology Fund
   and the Technology Fund, and Orrell reimbursed the Gold Fund.    

              Each investment advisory agreement and the sub-advisory
   agreement provides that the investment adviser or the sub-adviser, as the
   case may be, shall not be liable to the Fund in question for any error of
   judgment by the investment adviser or the sub-adviser or for any loss
   sustained by that Fund except in the case of wilful misfeasance, bad
   faith, gross negligence or reckless disregard of duty.

              During the fiscal years ended November 30, 1996, November 30,
   1995 and November 30, 1994, the Trust's Administrator, American Data
   Services, Inc., received the following fees from the Funds:

      
    Fund                          1996      1995      1994

    Convertibles Fund           $14,407   $18,274   $14,116

    Government Fund             $15,582   $16,671   $14,076

    Gold Fund                   $16,325   $13,939   $16,621

    Equity Fund                 $15,637   $14,704   $13,431

    Biotechnology Fund          $15,841   $14,954   $ 3,454

    Technology Fund             $16,238   $14,026   $   784

    Short-Term Government Fund  $15,435   $ 9,773   $   600
       

   Portfolio Transactions and Brokerage

              Under each investment advisory agreement, the investment
   adviser thereto is responsible for decisions to buy and sell securities
   for the Fund in question, broker-dealer selection, and negotiation of
   brokerage commission rates.  (These activities of the investment advisers
   are subject to the control of the Trust's Board of Trustees, as are all of
   the activities of the investment advisers under the investment advisory
   agreements.  The primary consideration of the investment advisers in
   effecting a securities transaction will be execution at the most favorable
   securities price.  Each agreement also contains the provisions summarized
   below.  The Trust understands that a substantial amount of the portfolio
   transactions of the Fund in question may be transacted with primary market
   makers acting as principal on a net basis, with no brokerage commissions
   being paid by the Fund.  Such principal transactions may, however, result
   in a profit to market makers. In certain instances the investment adviser
   may make purchases of underwritten issues for the Fund at prices which
   include underwriting fees.

              In selecting a broker-dealer to execute each particular
   transaction, the investment adviser will take the following into
   consideration:  the best net price available; the reliability, integrity
   and financial condition of the broker-dealers; the size of and difficulty
   in executing the order; and the value of the expected contribution of the
   broker-dealer to the investment performance of the Funds on a continuing
   basis.  Accordingly, the price to a Fund in any transaction may be less
   favorable than that available from another broker-dealer if the difference
   is reasonably justified by other aspects of the portfolio execution
   services offered.  Subject to such policies as the Board of Trustees may
   determine, the investment adviser shall not be deemed to have acted
   unlawfully or to have breached any duty created by the investment advisory
   agreement in question or otherwise solely by reason of its having caused a
   Fund to pay a broker or dealer that provides brokerage or research
   services to the investment adviser an amount of commission for effecting a
   portfolio transaction in excess of the amount of commission another broker
   or dealer would have charged for effecting that transaction, if the
   investment adviser determined in good faith that such amount of commission
   was reasonable in relation to the value of the brokerage and research
   services provided by such broker or dealer, viewed in terms of either that
   particular transaction or the investment adviser's overall
   responsibilities with respect to the Trust or other accounts for which the
   investment adviser has investment discretion.  The investment advisers are
   further authorized to allocate the orders placed by it on behalf of the
   Funds to such brokers or dealers who also provide research or statistical
   material, or other services, to the Trust, the investment adviser or any
   affiliate of the foregoing.  Such allocation shall be in such amounts and
   proportions as the investment adviser shall determine and the investment
   adviser shall report on such allocations regularly to the Funds,
   indicating the broker-dealers to whom such allocations have been made and
   the basis therefor.  The investment advisers are authorized to consider
   sales of shares as a factor in the selection of brokers or dealers to
   execute portfolio transactions, subject to the requirements of best
   execution, i.e. that such brokers or dealers are able to execute the order
   promptly and at the best obtainable securities price.

              The investment advisory agreements permit the investment
   adviser to direct brokerage to Syndicated Capital, Inc., the Distributor
   of each of the Funds, but only if they reasonably believe the commissions
   and transaction quality are comparable to that available from other
   brokers.  Syndicated Capital, Inc. when acting as a broker for the Funds
   in any of its portfolio transactions executed on a securities exchange of
   which it is a member, will act in accordance with regulations adopted by
   the Securities and Exchange Commission under Section 11(a) of the
   Securities Exchange Act of 1934 and the rules of such exchanges.  The
   Distributor is wholly-owned by Joseph Lloyd McAdams, Jr.  In the
   Agreements, the term "broker" and "broker-dealer" includes futures
   commission merchants.

              Neither the Short-Term Government Fund nor the Government Fund
   paid any brokerage commissions during the three fiscal years ended
   November 30, 1996.  During the fiscal years ended November 30, 1996,
   November 30, 1995 and November 30, 1994 the Gold Fund paid brokerage
   commissions of $15,150, $6,807 and $22,812, respectively, and the
   Convertibles Fund paid brokerage commissions of $9,158, $14,152 and
   $2,530, respectively.  During the fiscal years ended November 30, 1996,
   November 30, 1995 and November 30, 1994, the Equity Fund paid brokerage
   commissions of $1,452, $2,145 and $3,271, respectively.  During the fiscal
   years ended November 30, 1996, November 30, 1995 and November 30, 1994 the
   Biotechnology Fund paid brokerage commissions of $1,140, $1,411 and
   $4,721, respectively, and the Technology Fund paid brokerage commissions
   of $5,204, $1,550 and $2,262, respectively.  All of the brokers to whom
   commissions were paid provided research services to the Fund's investment
   advisers.      

   The research services discussed above may be in written form or through
   direct contact with individuals and may include information as to
   particular companies and securities as well as market economic or
   institutional areas and information assisting the Fund in the valuation of
   its investments.

              The following table sets forth information concerning brokerage
   commissions paid by the Funds to the Distributor during the fiscal years
   ended November 30, 1996, November 30, 1995 and November 30, 1994.  (No
   other Fund paid brokerage commissions to the Distributor during such
   fiscal years.)    

      
   <TABLE>
   <CAPTION>
                                                           Gold Fund
 
                                           Fiscal Year Ended        Fiscal Year Ended          Fiscal Year Ended
                                           November 30, 1996        November 30, 1995          November 30, 1994

    <S>                                       <C>                          <C>                        <C>
    Commissions Paid to Distributor              $510                       0                          0

    Total Commissions Paid                      $15,230                     0                          0

    % Paid to Distributor                        3.34%                     N/A                        N/A

    Dollar Amount of Transactions on            $81,313                     0                          0
    which Commissions Were Paid to
    Distributor

    Total Dollar Amount of                    $1,703,604                    0                          0
    Transaction on which Commissions
    Were Paid

    % of Transactions Involving                  4.77%                     N/A                        N/A
    Commission Payments to
    Distributor

   <CAPTION>

                                                    Convertibles Fund

                                            Fiscal Year Ended        Fiscal Year Ended          Fiscal Year Ended
                                            November 30, 1996        November 30, 1995          November 30, 1994

    <S>                                          <C>                        <C>                        <C>  
    Commissions Paid to Distributor                $122                      0                          0
    Total Commissions Paid                        $9,158                     0                          0

    % Paid to Distributor                         1.33%                     N/A                        N/A
    Dollar Amount of Transactions on             $48,211                     0                          0
    which Commissions Were Paid to
    Distributor

    Total Dollar Amount of Transaction          $2,368,740                   0                          0
    on which Commissions Were Paid

    % of Transactions Involving                   2.04%                     N/A                        N/A
    Commission Payments to Distributor
       
   </TABLE>

   Distribution Plan 

              The Trust's Distribution Plan and Agreement ("Plan") is the
   written plan contemplated by Rule 12b-1 (the "Rule") under the 1940 Act.

              The Plan contains the following definitions. "Qualified
   Recipient" shall mean any broker-dealer or other "person" (as that term is
   defined in the 1940 Act) which (i) has rendered distribution assistance
   (whether direct, administrative or both) in the distribution of the
   Trust's shares, (ii) furnishes the Distributor (on behalf of the Trust)
   with such information as the Distributor shall reasonably request to
   answer such questions as may arise and (iii) has been selected by the
   Distributor to receive payments under the Plan.  "Qualified Holdings"
   means all shares of the Trust beneficially owned by (i) a Qualified
   Recipient, (ii) the customers (brokerage or other) of a Qualified
   Recipient, (iii) the clients (investment advisory or other) of a Qualified
   Recipient, (iv) the accounts as to which a Qualified Recipient has a
   fiduciary or custodial relationship, and (v) the members of a Qualified
   Recipient, if such Qualified Recipient is an association or union;
   provided that the Qualified Recipient shall have been instrumental in the
   purchase of such shares by, or shall have provided administrative
   assistance to, such customers, clients, accounts or members in relation
   thereto.  The Distributor is authorized to make final and binding
   decisions as to all matters relating to Qualified Holdings and Qualified
   Recipients, including but not limited to (i) the identity of Qualified
   Recipients; (ii) whether or not any Trust shares are to be considered as
   Qualified Holdings of any particular Qualified Recipient; and (iii) what
   Trust shares, if any, are to be attributed to a particular Qualified
   Recipient, to a different Qualified Recipient or to no Qualified
   Recipient.  "Qualified Trustees" means the Trustees of the Trust who are
   not interested persons, as defined in the 1940 Act, of the Trust and who
   have no direct or indirect financial interest in the operation of the Plan
   or any agreement related to the Plan.  While the Plan is in effect, the
   selection and nomination of Qualified Trustees is committed to the
   discretion of such Qualified Trustees.  Nothing in the Plan shall prevent
   the involvement of others in such selection and nomination if the final
   decision on any such selection and nomination is approved by a majority of
   such Qualified Trustees.  "Permitted Payments" means payments by the
   Distributor to Qualified Recipients as permitted by the Plan.

              The Plan authorizes the Distributor to make Permitted Payments
   to any Qualified Recipient on either or both of the following bases:  (a)
   as reimbursement for direct expenses incurred in the course of
   distributing Trust shares or providing administrative assistance to the
   Trust or its shareholders, including, but not limited to, advertising,
   printing and mailing promotional material, telephone calls and lines,
   computer terminals, and personnel; and/or (b) at a rate specified by the
   Distributor with respect to the Qualified Recipient in question based on
   the average value of the Qualified Holdings of such Qualified Recipient. 
   The Distributor may make Permitted Payments in any amount to any Qualified
   Recipient, provided that (i) the total amount of all Permitted Payments
   made during a fiscal year to all Qualified Recipients (whether made under
   (a) and/or (b) above) do not exceed, in that fiscal year of the Trust, the
   aggregate of 0.99% of the daily net assets of the Gold Fund and the Equity
   Fund; 0.25% of the daily net assets of the Biotechnology Fund, the
   Technology Fund and the Convertibles Fund; 0.10% of the daily net assets
   of the Government Fund; and 0.05% of the daily net assets of the Short-
   Term Government Fund in that fiscal year; and (ii) a majority of the
   Qualified Trustees may at any time decrease or limit the aggregate amount
   of all Permitted Payments or decrease or limit the amount payable to any
   Qualified Recipient.  (The Global Bond Fund will not make any payments
   pursuant to the Plan.)  The Trust will reimburse the Distributor from the
   assets of the Trust for such Permitted Payments within such limit, but the
   Distributor shall bear any Permitted Payments beyond such limits.    

              The Plan also authorizes the Distributor to purchase
   advertising for shares of the Trust, to pay for sales literature and other
   promotional material, and to make payments to sales personnel affiliated
   with it.  Any such advertising and sales material may include references
   to other open-end investment companies or other investments and any
   salesmen so paid are not required to devote their time solely to the sale
   of Trust shares.  Any such expenses ("Permitted Expenses") made during a
   fiscal year of the Trust shall be reimbursed or paid by the Trust from the
   assets of the Trust, except that the combined amount of reimbursement or
   payment of Permitted Expenses together with the Permitted Payments made
   pursuant to the Plan by the Trust shall not, in the aggregate, in any
   fiscal year of the Trust exceed 0.99% of the daily net assets of the Gold
   Fund and the Equity Fund; 0.25% of the daily net assets of the
   Biotechnology Fund, the Technology Fund and the Convertibles Fund; 0.10%
   of the daily net assets of the Government Fund; and 0.05% of the daily net
   assets of the Short-Term Government Fund in such year and the Distributor
   shall bear any such expenses beyond such limit.  As indicated above, no
   payments under the Plan will be made by the Global Bond Fund.  No such
   reimbursement may be made for Permitted Expenses or Permitted Payments for
   fiscal years prior to the fiscal year in question or in contemplation of
   future Permitted Expenses or Permitted Payments.    

              The Plan states that if and to the extent that any of the
   payments by the Trust from the assets of the Trust listed below are
   considered to be "primarily intended to result in the sale of shares"
   issued by the Trust within the meaning of the Rule, such payments by the
   Trust are authorized without limit under the Plan and shall not be
   included in the limitations contained in the Plan:  (i) the costs of the
   preparation, printing and mailing of all required reports and notices to
   shareholders, irrespective of whether such reports or notices contain or
   are accompanied by material intended to result in the sale of shares of
   the Trust or other funds or other investments; (ii) the costs of
   preparing, printing and mailing of all prospectuses to shareholders; (iii)
   the costs of preparing, printing and mailing of any proxy statements and
   proxies, irrespective of whether any such proxy statement includes any
   item relating to, or directed other funds or other investments; (ii) the
   costs of preparing, printing and mailing of all prospectuses to
   shareholders; (iii) the costs of preparing, printing and mailing of any
   proxy statements and proxies, irrespective of whether any such proxy
   statement includes any item relating to, or directed toward, the sale of
   the Trust's shares; (iv) all legal and accounting fees relating to the
   preparation of any such reports, prospectuses, proxies and proxy
   statements; (v) all fees and expenses relating to the qualification of the
   Trust and/or its shares under the securities or "Blue-Sky" law of any
   jurisdiction; (vi) all fees under the 1940 Act and the Securities Act of
   1933, including fees in connection with any application for exemption
   relating to or directed toward the sale of the Trust's shares; (vii) all
   fees and assessments of the Investment Company Institute or any successor
   organization, irrespective of whether some of its activities are designed
   to provide sales assistance; (viii) all costs of preparing and mailing
   confirmations of shares sold or redeemed or share certificates, and
   reports of share balances; and (ix) all costs of responding to telephone
   or mail inquiries of shareholders.

              The Plan also states that it is recognized that the costs of
   distribution of the Trust's shares are expected to exceed the sum of
   Permitted Payments, Permitted Expenses and the portions of sales charges
   on Trust shares retained by the Distributor ("Excess Distribution Costs")
   and that the profits, if any, of the common owners of the Distributor and
   any investment adviser are dependent primarily on the advisory fees paid
   by the Funds.  If and to the extent that any investment advisory fees paid
   by the Fund might, in view of any Excess Distribution Costs, be considered
   as indirectly financing any activity which is primarily intended to result
   in the sale of shares issued by the Fund, the payment of such fees is
   authorized under the Plan.  The Plan states that in taking any action
   contemplated by Section 15 of the 1940 Act as to any investment advisory
   contract to which a Fund is a party, the Board of Trustees, including
   Trustees who are not "interested persons," as defined in the 1940 Act,
   shall, in acting on the terms of any such contract, apply the "fiduciary
   duty" standard contained in Sections 36(a) and 36(b) of the 1940 Act.

              The Plan requires that while it is in effect, the Distributor
   shall report in writing at least quarterly to the Board of Trustees, and
   the Board shall review, the following:  (i) the amounts of all Permitted
   Payments, the identity of the recipients of each such Payment; the basis
   on which each such recipient was chosen as a Qualified Recipient and the
   basis on which the amount of the Permitted Payment to such Qualified
   Recipient was made; (ii) the amounts of Permitted Expenses and the purpose
   of each such Expense; and (iii) all costs of the other payments specified
   in the Plan (making estimates of such costs where necessary or desirable),
   in each case during the preceding calendar or fiscal quarter.

              The aggregate Permitted Payments and Permitted Expenses paid or
   accrued by the Government Fund, the Gold Fund, the Convertibles Fund, the
   Equity Fund, the Biotechnology Fund, the Technology Fund and the Short-
   Term Government Fund during the fiscal year ended November 30, 1996 were
   $795, $11,658, $11,998, $4,103, $2,576, $5,154 and $2,377, respectively. 
   Of such amounts $10,678 was paid to Qualified Recipients and the remaining
   $27,983 was paid $23,445 to Pallas Financial Corporation, the distributor
   of each of the Funds until April 30, 1996 and $4,538 to Syndicated
   Capital, Inc., the distributor of the Funds thereafter.    

              The Plan was approved (i) by a vote of the Board of Trustees
   and of the Qualified Trustees, cast in person at a meeting called for the
   purpose of voting on the Plan; and (ii) by a vote of holders of a
   "majority" (as defined in the 1940 Act) of the outstanding voting
   securities of each Fund.  The Plan, unless terminated as hereinafter
   provided, shall continue in effect from year to year only so long as such
   continuance is specifically approved at least annually by the Board of
   Trustees and its Qualified Trustees cast in person at a meeting called for
   the purpose of voting on such continuance.  The Plan may be terminated
   with respect to a Fund at any time by a vote of a majority of the
   Qualified Trustees or by the vote of the holders of a "majority" (as
   defined in the 1940 Act) of the outstanding voting securities of the Fund. 
   The Plan may not be amended to increase materially the amount of payments
   to be made without shareholder approval, as set forth in (ii) above, and
   all amendments must be and have been approved in the manner set forth
   under (i) above.

                                Net Asset Value 

              In determining the net asset value of a Fund's shares, common
   stocks that are listed on national securities exchanges or the NASDAQ
   Stock Market are valued at the last sale price as of the close of trading,
   or, in the absence of recorded sales, at the average of readily available
   closing bid and asked prices on such exchanges. Unlisted securities held
   by a Fund that are not included in the NASDAQ Stock Market are valued at
   the average of the quoted bid and asked prices in the over-the-counter
   market. Securities and other assets for which market quotations are not
   readily available are valued by appraisal at their fair value as
   determined in good faith by the investment adviser under procedures
   established by and under the general supervision and responsibility of the
   Trust's Board of Trustees.  Short-term investments which mature in less
   than 60 days are valued at amortized cost (unless the Board of Trustees
   determines that this method does not represent fair value), if their
   original maturity was 60 days or less, or by amortizing the value as of
   the 61st day prior to maturity, if their original term to maturity
   exceeded 60 days.  Options traded on national securities exchanges are
   valued at the average of the closing quoted bid and asked prices on such
   exchanges and Futures and options thereon, which are traded on commodities
   exchanges, are valued at their last sale price as of the close of such
   commodities exchanges.    

              When a Fund writes a call or a put, an amount equal to the
   premium received is included in the Statement of Assets and Liabilities as
   an asset, and an equivalent amount is included in the liability section.
   This amount is "marked-to-market" to reflect the current market value of
   the call or put.  If a call a Fund wrote is exercised, the proceeds it
   receives on the sale of the related investment by it are increased by the
   amount of the premium it received.  If a put a Fund wrote is exercised,
   the amount it pays to purchase the related investment is decreased by the
   amount of the premium received.  If a call a Fund purchased is exercised
   by it, the amount it pays to purchase the related investment is increased
   by the amount of the premium it paid.  If a put a Fund purchased is
   exercised by it, the amount it receives on its sale of the related
   investment is reduced by the amount of the premium it paid.  If a call or
   put written by a Fund expires, it has a gain in the amount of the premium;
   if that Fund enters into a closing transaction, it will have a gain or
   loss depending on whether the premium was more or less than the cost of
   the closing transaction.

                              Shareholder Services 

              Statement of Intent.  Reduced sales charges are available to
   purchasers who enter into a written Statement of Intent providing for the
   purchase, within a thirteen-month period, of shares of the Equity Fund,
   the Gold Fund or the Government Fund.  All shares of any of the Equity
   Fund, the Gold Fund or the Government Fund previously purchased and still
   owned are also included in determining the applicable reduction.    

              A Statement of Intent permits a purchaser to establish a total
   investment goal to be achieved by any number of investments in the Equity
   Fund, the Gold Fund or the Government Fund over a thirteen-month period. 
   The investment made during the period will receive the reduced sales
   commission applicable to the amount represented by the goal, as if it were
   a single investment.  Shares totaling 5% of the dollar amount of the
   Statement of Intent will be held in escrow by the Transfer Agent in the
   name of the purchaser. The effective date of a Statement of Intent may be
   back-dated up to 90 days, in order that any investments made during this
   90-day period, valued at the purchaser's cost, can be applied to the
   fulfillment of the Statement of Intent goal.    

              The Statement of Intent does not obligate the investor to
   purchase, nor a Fund to sell, the indicated amount.  In the event the
   Statement of Intent goal is not achieved within the thirteen-month period,
   the purchaser is required to pay the difference between the sales
   commission otherwise applicable to the purchases made during this period
   and sales charges actually paid.  Such payment may be made directly to the
   Distributor or, if not paid, the Distributor will liquidate sufficient
   escrowed shares to obtain such difference.  If the goal is exceeded in an
   amount which qualifies for a lower sales commission, a price adjustment is
   made by refunding to the purchaser the amount of excess sales commission,
   if any, paid during the thirteen-month period.  Investors electing to
   purchase shares of a Fund pursuant to a Statement of Intent should
   carefully read such Statement of Intent.

              Systematic Withdrawal Plan.  A Systematic Withdrawal Plan is
   available for shareholders having shares of a Fund with a minimum value of
   $10,000, based upon the offering price.  The Systematic Withdrawal Plan
   provides for monthly or quarterly checks in any amount not less than $100
   (which amount is not necessarily recommended).

              Dividends and capital gains distributions on shares held under
   the Systematic Withdrawal Plan are invested in additional full and
   fractional shares at net asset value.  The Transfer Agent acts as agent
   for the shareholder in redeeming sufficient full and fractional shares to
   provide the amount of the periodic withdrawal payment.  The Systematic
   Withdrawal Plan may be terminated at any time, and, while no fee is
   currently charged, the Distributor reserves the right to initiate a fee of
   up to $5 per withdrawal, upon 30 days' written notice to the shareholder.

              Withdrawal payments should not be considered as dividends,
   yield, or income.  If periodic withdrawals continuously exceed reinvested
   dividends and capital gains distributions, the shareholder's original
   investment will be correspondingly reduced and ultimately exhausted.

              Furthermore, each withdrawal constitutes a redemption of
   shares, and any gain or loss realized must be recognized for federal
   income tax purposes.  Although the shareholder may invest $2,500 or more
   in a Systematic Withdrawal Plan, withdrawals made concurrently with
   purchases of additional shares of the Gold Fund, the Equity Fund and the
   Government Fund are inadvisable because of the sales charges applicable to
   the purchase of additional shares.    

              Pre-authorized Check Investment.  A shareholder who wishes to
   make additional investments in a Fund on a regular basis may do so by
   authorizing the Distributor to deduct a fixed amount each month from the
   shareholder's checking account at his or her bank.  This amount will
   automatically be invested in that Fund on the same day that the
   preauthorized check is issued.  The shareholder will receive a
   confirmation from the Fund, and the checking account statement will show
   the amount charged.  The form necessary to begin this service is available
   from the Distributor.

              Tax Sheltered Retirement Plans.  Through the Distributor,
   retirement plans are either available or expected to be available for use
   by the self-employed (Keogh Plans), Individual Retirement Accounts
   (including SEP-IRAs) and "tax-sheltered accounts" under Section 403(b)(7)
   of the Code.  Adoption of such plans should be on advice of legal counsel
   or tax advisers.

              For further information regarding plan administration,
   custodial fees and other details, investors should contact the
   Distributor.

              Investments at Net Asset Value.  The Trust permits investors to
   purchase shares of the Gold Fund, the Equity Fund and the Government Fund
   at net asset value, using the proceeds from certain redemptions of shares
   of other mutual funds.  (All purchases of the Technology Fund, the
   Biotechnology Fund, the Convertibles Fund, the Short-Term Government Fund
   and the Global Bond Fund are at net asset value.)  The reason for
   permitting such sales at net asset value is that the Distributor believes
   that these investors have already become informed about the advantages of
   investing in mutual funds and accordingly the sales effort is
   significantly less.  The Distribution Plan is expected to provide adequate
   compensation to dealers for assisting these investors in purchasing shares
   of the Funds.    

              As stated in the Prospectus, the Gold Fund, the Government Fund
   and the Equity Fund may sell shares at net asset value to officers and
   Trustees of the Trust and certain other affiliated persons and members of
   their families as well as customers of PIA, Murphy, Orrell, Camborne and
   the Distributor, and to certain publishers of investment advisory
   newsletters and their subscribers and certain investment advisers on
   behalf of their discretionary accounts.  The reason for permitting such
   investments without a sales charge is that the Distributor incurs no
   material sales expense in connection therewith.    

              Former shareholders of the Gold Fund, the Equity Fund and the
   Government Fund may also purchase shares of the Gold Fund, the Equity Fund
   and the Government Fund at net asset value up to an amount not exceeding
   their prior investment in all of such Funds.  When making a purchase at
   net asset value pursuant to this provision, the former shareholder should
   forward to the Trust's transfer agent a copy of an account statement
   showing the prior investment in these Funds.    

                            Dividends and Tax Status

              If the Trust's management, in its sole discretion, deems it in
   the best interest of the Gold Fund, the Biotechnology Fund, the Global
   Bond Fund, the Convertibles Fund or the Technology Fund and their
   respective shareholders to do so, such Funds may each invest more than 50%
   of its total assets in securities of foreign corporations.  In that case,
   such Funds will be able to elect to take advantage of the provisions of
   Section 853 of the Code. Under the provisions of Section 853, a
   shareholder will be treated as receiving an additional distribution from
   the Fund in the amount indicated in a notice furnished to him as his pro
   rata portion of income taxes withheld by foreign governments from interest
   and dividends paid on the Fund's investments.  However, the shareholder
   may, subject to certain limitations, take the amount of such foreign taxes
   withheld as a credit against his federal income tax (including the
   alternative minimum tax) or, alternatively, may treat the foreign tax
   withheld as a deduction from his gross income in computing his taxable
   income if that should be to his advantage.  In substance, this policy
   enables the shareholder to benefit from the same foreign tax credit or
   deduction that he would have received if he had directly owned the foreign
   securities and had paid foreign income tax on the income therefrom.  Such
   foreign tax credit is subject to certain limitations, and each shareholder
   is referred to his tax adviser with respect to the availability of the
   foreign tax credit to him.

                                     General

              The Trust's Declaration of Trust permits its Trustees to issue
   an unlimited number of full and fractional shares of beneficial interest
   and to divide or combine the shares into a greater or lesser number of
   shares without thereby changing the proportionate beneficial interest in a
   Fund.  Each share represents an interest in a Fund proportionately equal
   to the interest of each other share.  Upon the Trust's liquidation, all
   shareholders of a Fund would share pro rata in its net assets available
   for distribution to shareholders.  If they deem it advisable and in the
   best interests of shareholders, the Board of Trustees may create
   additional classes of shares which may differ from each other only as to
   dividends or (as is the case with the Funds) each of which has separate
   assets and liabilities (in which case any such class would have a
   designation including the word "Series").  Shares of each class (including
   the Funds) are entitled to vote as a class only to the extent required by
   the 1940 Act or as permitted by the Trustees.  Income and operating
   expenses are allocated fairly among the classes by the Trustees.    

              The Funds' custodian, Star Bank, N.A., Cincinnati, Ohio, is
   responsible for holding the Funds' assets.  American Data Services, Inc.,
   the Trust's Administrator, maintains the Funds' accounting records and
   calculates daily the net asset value of the Funds' shares.

              The Trust's independent accountants, McGladrey & Pullen, LLP,
   examine the Fund's annual financial statements and assist in the
   preparation of certain reports to the Securities and Exchange Commission.

              During the three fiscal years ended November 30, 1996, the
   aggregate dollar amount of sales charges on the sales of shares of the
   Funds and the amount retained by the Fund's distributor were as follows:

      
   <TABLE>
   <CAPTION>

                                                        Years Ended November 30             


                                          1996                    1995                     1994

                                    Sales      Amount      Sales       Amount        Sales       Amount
    Fund                            Charge    Retained     Charge     Retained      Charge      Retained
    <S>                            <C>         <C>         <C>          <C>         <C>         <C>

    Short-Term Government Fund     $    63     $   39      $    0       $  0        $    0       $    0

    Government Fund                $     0     $    0      $2,291       $201        $    4       $    4

    Gold Fund                      $22,796     $5,788      $   29       $  3        $  290       $  290

    Convertibles Fund              $   103     $   12      $  135       $ 15        $   79       $   79

    Equity Fund                    $ 1,841     $  316      $  502       $ 67        $  241       $  241

    Biotechnology Fund             $   123     $   44      $  445       $ 65        $1,517       $1,517

    Technology Fund                $ 3,372     $  414      $  158       $ 17        $  196       $  196
       
   </TABLE>

                         Calculation of Performance Data

   Convertibles Fund 

   Average annual total return:
     for the one-year period ended November 30, 1996:                  18.88%
     for the five-year period ended November 30, 1996:                  6.58%
     for the period February 5, 1988 - November 30, 1996:               4.71%

   Government Fund

   Average annual total return:
     for the one-year period ended November 30, 1996:                 (1.24)%
     for the five-year period ended November 30, 1996:                  4.63%
     for the ten-year period ended November 30, 1996:                   4.48%

   Gold Fund

   Average annual total return:
     for the one-year period ended November 30, 1996:                  33.96%
     for the five-year period ended November 30, 1996:               (11.18)%
     for the period February 5, 1988 - November 30, 1996:             (8.39)%

      
   Equity Fund

   Average annual total return:
    for the one-year period ended November 30, 1996:                   22.05%
    for the period April 1, 1992 - November 30, 1996:                  10.03%
       

   Biotechnology Fund

   Average annual total return:
    for the one-year period ended November 30, 1996:                    1.88%
    for the period October 20, 1993 - November 30, 1996:              (4.87)%

   Technology Fund

   Average annual total return:
    for the one-year period ended November 30, 1996:                   20.63%
    for the period October 20, 1993 - November 30, 1996:               13.17%

   Short-Term Government Fund

   Average annual total return:
    for the one-year period ended November 30, 1996:                    6.20%
    for the period April 22, 1994 - November 30, 1996:                  6.23%

              Average total return is calculated according to the following
   formula:

        P(1+T)n=ERV

   where P=a hypothetical initial payment of $1,000; T=average annual total
   return; n= number of years; and ERV = ending redeemable value of the
   hypothetical initial payment of $1,000 made at the beginning of the period
   shown.  The maximum sales load was deducted from the initial $1,000
   investment and all dividends and distributions were assumed to have been
   reinvested at the appropriate net asset value per share.

              The Government Fund's yield for the one-month period ended
   November 30, 1996 was 4.45% and the Short-Term Government Fund's yield for
   the one month period ended November 30, 1996 was 5.34%.  Yields will
   fluctuate as market conditions change.  The yield of the Government Fund
   and the Short-Term Government Fund is calculated according to the
   following formula:

                               a-b
              YIELD    =    2[(--- + 1)6 - 1]
                               cd

              Where:        a =  interest earned during the period.

                            b =  expenses accrued for the period (net of
                                 reimbursements).

                            c =  the average daily number of shares
                                 outstanding during the period that were
                                 entitled to receive dividends.

                            d =  the maximum offering price per share on the
                                 last day of the period.

              All of the foregoing information (total return and yield)
   reflect expense reimbursements made to the Funds.

                                    Appendix

   Options on Securities

              An option is a legal contract that gives the buyer (who then
   becomes the holder) the right to buy, in the case of a call, or sell, in
   the case of a put, a specified amount of the underlying security at the
   option price at any time before the option expires.  The buyer of a call
   obtains, in exchange for a premium that is paid to a seller, or "writer,"
   of a call, the right to purchase the underlying security. The buyer of a
   put obtains the right to sell the underlying security to a writer of a
   put, likewise in exchange for a premium.  Options have standardized terms,
   including the exercise price and expiration time; listed options are
   traded on national securities exchanges that provide a secondary market in
   which holders or writers can close out their positions by offsetting sales
   and purchases.  The premium paid to a writer is not a down payment; it is
   a nonrefundable payment from a buyer to a seller for the rights conveyed
   by the option.  A premium has two components:  the intrinsic value and the
   time value.  The intrinsic value represents the difference between the
   current price of the securities and the exercise price at which the
   securities will be sold pursuant to the terms of the option.  The time
   value is the sum of money investors are willing to pay for the option in
   the hope that, at some time before expiration, it will increase in value
   because of a change in the price of the underlying security.

              One risk of any put or call that is held is that the put or
   call is a wasting asset.  If it is not sold or exercised prior to its
   expiration, it becomes worthless. The time value component of the premium
   decreases as the option approaches expiration, and the holder may lose all
   or a large part of the premium paid.  In addition, there can be no
   guarantee that a liquid secondary market will exist on a given exchange,
   in order for an option position to be closed out.  Furthermore, if trading
   is halted in an underlying security, the trading of options is usually
   halted as well. In the event that an option cannot be traded, the only
   alternative to the holder is to exercise the option.

   Stock Index Futures and Debt Futures 

              A futures contract is a commitment to buy or sell a specific
   product at a currently determined market price, for delivery at a
   predetermined future date.  The futures contract is uniform as to
   quantity, quality and delivery time for a specified underlying product. 
   The commitment is executed in a designated contract market -- a futures
   exchange -- that maintains facilities for continuous trading.  The buyer
   and seller of the futures contract are both required to make a deposit of
   cash or U.S. Treasury Bills with their brokers equal to a varying
   specified percentage of the contract amount; the deposit is known as
   initial margin.  Since ownership of the underlying product is not being
   transferred, the margin deposit is not a down payment; it is a security
   deposit to protect against nonperformance of the contract. No credit is
   being extended, and no interest expense accrues on the non-margined value
   of the contract.  The contract is marked to market every day, and the
   profits and losses resulting from the daily change are reflected in the
   accounts of the buyer and seller of the contract.  A profit in excess of
   the initial deposit can be withdrawn, but a loss may require an additional
   payment, known as variation margin, if the loss causes the equity in the
   account to fall below an established maintenance level.

              To liquidate a futures position before the contract expiration
   date, a buyer simply sells the contract, and the seller of the contract
   simply buys the contract, on the futures exchange.  Stock Index Futures
   are settled at maturity not by delivery of the stocks making up the index,
   but by cash settlement.  However, the entire value of the contract does
   not change hands; only the gains and losses on the contract since the
   preceding day are credited and debited to the accounts of the buyers and
   sellers, just as on every other preceding trading day, and the positions
   are closed out.

              One risk in employing Futures to attempt to protect against
   declines in the value of the securities held by a Fund is the prospect
   that the prices of Futures will correlate imperfectly with the behavior of
   the market value of that Fund's securities.  The ordinary spreads between
   prices in the cash and futures markets, due to differences in the natures
   of those markets, are subject to distortions.  First, all participants in
   the futures market are subject to margin deposit and maintenance
   requirements.  Rather than meeting additional margin deposit requirements,
   investors may close futures contracts through off-setting transactions
   which could distort the normal relationship between the cash and futures
   markets.  Second, the liquidity of the futures market depends on
   participants entering into offsetting transactions rather than making or
   taking delivery.  To the extent participants decide to make or take
   delivery, liquidity in the futures market could be reduced, thus producing
   distortion. The liquidity of the Futures being considered for purchase or
   sale by a Fund will be a factor in their selection by the investment
   adviser.  Third, from the point of view of speculators the deposit
   requirements in the futures market are less onerous than margin
   requirements in the securities market.  Therefore, increased participation
   by speculators in the futures market may cause temporary price
   distortions.

              It is possible that, where a Fund has sold Futures in a short
   hedge, the market may advance but the value of the securities held by the
   Fund in question may decline.  If this occurred, that Fund would lose
   money on the Future and also experience a decline in the value of its
   securities. Where Futures are purchased in a long hedge, it is possible
   that the market may decline; if the Fund in question then concludes not to
   invest in securities at that time because of concern as to possible
   further market decline or for other reasons, that Fund will realize a loss
   on the Future that is not offset by a reduction in the price of any
   securities purchased.

   Options on Stock Index Futures and Debt Futures 

              Options on Futures are similar to options on stocks, except
   that the related investment is not a stock, but a Future.  Thus, the buyer
   of a call option obtains the right to purchase a Future at a specified
   price during the life of the option, and the buyer of a put option obtains
   the right to sell a Future at a specified price during the life of the
   option.  The options are traded on an expiration cycle based on the
   expiration cycle of the underlying Future.

              The risks of options on Futures are similar to those of options
   on securities and also include the risks inherent in the underlying
   Futures.

   Stock Index Options 

              Options on stock indices are based on the same principles as
   listed stock options, described above.  The main difference is that the
   underlying instrument is a stock index, rather than an individual stock.
   Furthermore, settlement of the option is made, not in the stocks that make
   up the index, but in cash.  The amount of cash is the difference between
   the closing price of the index on the exercise date and the exercise price
   of the option, expressed in dollars, times a specified multiple (the
   "multiplier").

              A variety of index options are currently available, and
   proposals for several more are pending.  Some options involve indices that
   are not limited to any particular industry or segment of the market, and
   such an index is referred to as a "broadly based stock market index." 
   Others, particularly the newer options, involve stocks in a designated
   industry or group of industries, and such an index is referred to as an
   "industry index" or "market segment index."  In selecting an option to
   hedge a Fund's portfolio, the investment adviser may use either an option
   based on a broadly based stock market index, or one or more options on
   market segment indices, or a combination of both, in order to attempt to
   obtain the proper degree of correlation between the indices and the Fund's
   portfolio.

              In addition to the risks of options generally and the risk of
   imperfect correlation, discussed above, buyers and writers of index
   options are subject to additional risks unique to index options.  Because
   exercises of index options are settled in cash, call writers cannot
   provide precisely in advance for their potential settlement obligations by
   holding the underlying securities.  In addition, there is the risk that
   the value of the Fund's portfolio may decline between the time that a call
   written by that Fund is exercised and the time that it is able to sell
   equities.  Even if an index call written by it were "covered" by another
   index call held by it, because a writer is not notified of exercise until
   at least the following business day, the Fund is exposed to the risk of
   market changes between the day of exercise and the day that it is notified
   of the exercise.  If a Fund holds an index option and chooses to exercise
   it, the level of the underlying index may change between the time the Fund
   exercises the option and the market closing.

   Limitations on Options and Futures 

              Transactions in options by a Fund will be subject to
   limitations established by each of the exchanges governing the maximum
   number of options which may be written or held by a single investor or
   group of investors acting in concert, regardless of whether the options
   are written or held on the same or different exchanges or are written or
   held in one or more accounts or through one or more brokers.  Thus, the
   number of options which a Fund may write or hold may be affected by
   options written or held by other investment advisory clients of the
   Adviser and its affiliates.  Position limits also apply to Futures. An
   exchange may order the liquidations of positions found to be in excess of
   these limits, and it may impose certain sanctions.

                        Description of Securities Ratings

              As set forth in the Prospectus, each of the Funds may invest in
   commercial paper and commercial paper master notes rated A-1 or better by
   Standard & Poor's Corporation ("Standard & Poor's) or Prime-1 or better by
   Moody's Investors Service, Inc. ("Moody's").  A brief description of the
   ratings symbols and their meanings follows.

              Standard & Poor's Commercial Paper Ratings.  A Standard &
   Poor's commercial paper rating is a current assessment of the likelihood
   of timely payment of debt considered short-term in the relevant market. 
   Ratings are graded into several categories, ranging from A-1 for the
   highest quality obligations to D for the lowest.  These categories are as
   follows:

              A-1.  This highest category indicates that the degree of safety
   regarding timely payment is strong.  Those issuers determined to possess
   extremely strong safety characteristics are denoted with a plus sign (+)
   designation.

              A-2.  Capacity for timely payment on issues with this
   designation is satisfactory.  However the relative degree of safety is not
   as high as for issuers designed "A-1".

              A-3.  Issues carrying this designation have adequate capacity
   for timely payment.  They are, however, more vulnerable to the adverse
   effects of changes in circumstances than obligations carrying the higher
   designation.

              Moody's Short-Term Debt Ratings.  Moody's short-term debt
   ratings are opinions of the ability of issuers to repay punctually senior
   debt obligations which have an original maturity not exceeding one year. 
   Obligations relying upon support mechanisms such as letters-of-credit and
   bonds of indemnity are excluded unless explicitly rated.

              Moody's employs the following three designations, all judged to
   be investment grade, to indicate the relative repayment ability of rated
   issuers:

              Prime-1.  Issuers rated Prime-1 (or supporting institutions)
   have a superior ability for repayment of senior short-term debt
   obligations.  Prime-1 repayment ability will often be evidenced by many of
   the following characteristics:

        -     Leading market positions in well-established industries.

        -     High rates of return on funds employed.

        -     Conservative capitalization structure with moderate reliance on
              debt and ample asset protection.

        -     Broad margins in earnings coverage of fixed financial charges
              and high internal cash generation.

        -     Well-established access to a range of financial markets and
              assured sources of alternate liquidity.

              Prime-2.  Issuers rated Prime-2 (or supporting institutions)
   have a strong ability for repayment of senior short-term debt obligations. 
   This will normally be evidenced by many of the characteristics cited above
   but to a lesser degree.  Earnings trends and coverage ratios, while sound,
   may be more subject to variation.  Capitalization characteristics, while
   still appropriate, may be more affected by external conditions.  Ample
   alternate liquidity is maintained.

              Prime-3.  Issuers rated Prime-3 (or supporting institutions)
   have an acceptable ability for repayment of senior short-term obligations. 
   The effect of industry characteristics and market compositions may be more
   pronounced.  Variability in earnings and profitability may result in
   changes in the level of debt protection measurements and may require
   relatively high financial leverage.  Adequate alternate liquidity is
   maintained.

                              FINANCIAL STATEMENTS

              The following financial statements are incorporated by
   reference to the Annual Report, dated November 30, 1996 of the Trust (File
   No. 811-4010) as filed with the Securities and Exchange Commission on
   February 21, 1997:    

              -   Schedule of Investments for each Fund
              -   Statement of Assets and Liabilities
              -   Statement of Change in Net Assets for each Fund
              -   Statement of Operations for each Fund
              -   Notes to Financial Statements
              -   Financial Highlights for each Fund
              -   Independent Auditor's Report

   <PAGE>

                                     PART C
                                OTHER INFORMATION

   Item 24.   Financial Statements and Exhibits.

              (a) Financial Statements:  

              The following financial statements for the Growth & Income Fund
   (now the Convertibles Fund) are incorporated by reference into the
   Statement of Additional Information constituting Part B of this
   Registration Statement.

        Audited Financial Statements

              Schedule of Investments as of November 30, 1996
              Statement of Assets and Liabilities as of November 30,  1996
              Statement of Changes in Net Assets for the years
               ended November 30, 1996 and November 30, 1995
              Statement of Operations for the year ended November 30,  1996
              Notes to Financial Statements
              Financial Highlights
              Independent Auditor's Report 

              The following financial statements for the Government Fund are
   incorporated by reference into the Statement of Additional Information
   constituting Part B of this Registration Statement.

        Audited Financial Statements

              Schedule of Investments as of November 30, 1996
              Statement of Assets and Liabilities as of November 30,  1996
              Statement of Changes in Net Assets for the years
               ended November 30, 1996 and November 30, 1995
              Statement of Operations for the year ended November 30,  1996
              Notes to Financial Statements
              Financial Highlights
              Independent Auditor's Report

              The following financial statements for the Gold Fund are
   incorporated by reference into the Statement of Additional Information
   constituting Part B of this Registration Statement.

        Audited Financial Statements

              Schedule of Investments as of November 30, 1996
              Statement of Assets and Liabilities as of November 30,  1996
              Statement of Changes in Net Assets for the years
               ended November 30, 1996 and November 30, 1995
              Statement of Operations for the year ended November 30,  1996
              Notes to Financial Statements
              Financial Highlights
              Independent Auditor's Report

              The following financial statements for the Equity Fund are
   incorporated by reference into the Statement of Additional Information
   constituting Part B of this Registration Statement.    

        Audited Financial Statements

              Schedule of Investments as of November 30, 1996
              Statement of Assets and Liabilities as of November 30,  1996
              Statement of Changes in Net Assets for the years ended
               November 30, 1996 and November 30, 1995
              Statement of Operations for the year ended November 30,  1996
              Notes to Financial Statements
              Financial Highlights
              Independent Auditor's Report

              The following financial statements for the Gaming Fund (now the
   Biotechnology Fund) are incorporated by reference into the Statement of
   Additional Information constituting Part B of this Registration Statement.

        Audited Financial Statements

              Schedule of Investments as of November 30, 1996
              Statement of Assets and Liabilities as of November 30,  1996
              Statement of Changes in Net Assets for the years ended
               November 30, 1996 and November 30, 1995
              Statement of Operations for the year ended November 30,  1996
              Notes to Financial Statements
              Financial Highlights
              Independent Auditor's Report

              The following financial statements for the Technology Fund are
   incorporated by reference into the Statement of Additional Information
   constituting Part B of this Registration Statement.

        Audited Financial Statements

              Schedule of Investments as of November 30, 1996
              Statement of Assets and Liabilities as of November 30,  1996
              Statement of Changes in Net Assets for the years ended
               November 30, 1996 and November 30, 1995
              Statement of Operations for the year ended November 30,  1996
              Notes to Financial Statements
              Financial Highlights
              Independent Auditor's Report

              The following financial statements for the Adjustable Rate Fund
   (now the Short-Term Government Fund) are incorporated by reference into
   the Statement of Additional Information constituting Part B of this
   Registration Statement.

        Audited Financial Statements

              Schedule of Investments as of November 30, 1996
              Statement of Assets and Liabilities as of November 30,
                1996
              Statement of Changes in Net Assets for the year ended
                November 30, 1996 and November 30, 1995
              Statement of Operations for the year ended November 30,
                1996
              Notes to Financial Statements
              Financial Highlights
              Independent Auditor's Report

      
              (b) Exhibits:

                  (1)  (a)  Declaration of Trust(1)
                       (b)  Supplemental Declaration of Trust(2,3)

                  (2)       By-laws(1)

                  (3)       Specimen stock certificate(4)

                  (4)       Not applicable

                  (5)  (a)  Investment Advisory Agreement (Short-Term
                            Government Fund)(8)
                       (b)  Investment Advisory Agreement (Global Bond
                            Fund)(8)
                       (c)  Investment Advisory Agreement (Gold Fund)(8)
                       (d)  Investment Advisory Agreement (Biotechnology
                            Fund)(8)
                       (e)  Investment Advisory Agreement (Technology
                            Fund)(8)
                       (f)  Investment Advisory Agreement (Convertibles
                            Fund)(8)
                       (g)  Investment Advisory Agreement (Equity Fund)(8)
                       (h)  Investment Advisory Agreement (Government
                            Fund)(8)
                       (i)  Sub-Advisory Agreement (Government Fund)

                  (6)  (a)  Distribution Agreement(7)
                       (b)  Selling Group Agreement(7)

                  (7)       Not applicable

                  (8)       Custodian Agreement(6)

                  (9)       Administration Agreement(6)

                  (10)           Opinion and Consent of Cole & Deitz(2)

                  (11)           Consent of McGladrey & Pullen, LLP 

                  (12)           Not applicable

                  (13)           Investment letters(2)

                  (14)           Individual Retirement Account Application(2)

                  (15)           Revised Distribution Plan(5)

                  (16)           Schedule for computation of performance data
                                 contained in Part B(7)

                  (17)           Financial Data Schedules

                  (18)           None

   _____________________

   (1)  Previously filed as an exhibit to the Registration Statement on Form
   N-1A (File No. 2-90810) and incorporated by reference thereto.

   (2)  Previously filed as an exhibit to Pre-effective Amendment No. 2 to
   the Registration Statement and incorporated by reference thereto.

   (3)  Previously filed as an exhibit to Post-effective Amendment No. 1 to
   the Registration Statement and incorporated by reference thereto.

   (4)  Previously filed as an exhibit to Post-effective Amendment No. 2 to
   the Registration Statement and incorporated by reference thereto.

   (5)  Previously filed as an exhibit to Post-effective Amendment No. 9 to
   the Registration Statement and incorporated by reference thereto.

   (6)  Previously filed as an exhibit to Post-Effective Amendment No. 14 to
   the Registration Statement and incorporated by reference thereto.

   (7)  Previously filed as an exhibit to Post-Effective Amendment No. 23 to
   the Registration Statement and incorporated by reference thereto.

   (8)  Previously filed as an exhibit to Post-Effective Amendment No. 24 to
   the Registration Statement and incorporated by reference thereto.
       

      
   Item 25.   Persons Controlled by or under Common Control with Registrant.

              As of March 14, 1997, Registrant did not control any person and
   was not under common control with any other person.    

      
   Item 26.   Number of Holders of Securities.

              At March 14, 1997, the record holders of each class of shares
   of beneficial interest of the Registrant were as follows:

        (1)                               (2)
   Title of Class              Number of Record Holders 

   Government Series                       45
   Gold Series                            205
   Convertibles Series                    305
   Equity Series                          124
   Biotechnology Series                   115
   Technology Series                      102
   Short-Term Government Series            22
   Global Bond Series                       0
       

   Item 27.   Indemnification.

              Section 12 of Article SEVENTH of Registrant's Declaration of
   Trust, states as follows:

              "(c) (1) As used in this paragraph the following terms shall
   have the meanings set forth below:

              "(i) the term "indemnitee" shall mean any present or former
              Trustee, officer or employee of the Trust, any present or
              former Trustee or officer of another trust or corporation whose
              securities are or were owned by the Trust or of which the Trust
              is or was a creditor and who served or serves in such capacity
              at the request of the Trust, any present or former investment
              adviser, sub-adviser or principal underwriter of the Trust and
              the heirs, executors, administrators, successors and assigns of
              any of the foregoing; however, whenever conduct by an
              indemnitee is referred to, the conduct shall be that of the
              original indemnitee rather than that of the heir, executor,
              administrator, successor or assignee;

              (ii) the term "covered proceeding" shall mean any threatened,
              pending or completed action, suit or proceeding, whether civil,
              criminal, administrative or investigative, to which an
              indemnitee is or was a party or is threatened to be made a
              party by reason of the fact or facts under which he or it is an
              indemnitee as defined above;

              (iii) the term "disabling conduct" shall mean willful
              misfeasance, bad faith, gross negligence or reckless disregard
              of the duties involved in the conduct of the office in
              question;

              (iv) the term "covered expenses" shall mean expenses (including
              attorney's fees), judgments, fines and amounts paid in
              settlement actually and reasonably incurred by an indemnitee in
              connection with a covered proceeding; and

              (v) the term "adjudication of liability" shall mean, as to any
              covered proceeding and as to any indemnitee, an adverse
              determination as to the indemnitee whether by judgment, order,
              settlement, conviction or upon a plea of nolo contendere or its
              equivalent.

              "(d)     The Trust shall not indemnify any indemnitee for any
   covered expenses in any covered proceeding if there has been an
   adjudication of liability against such indemnitee expressly based on a
   finding of disabling conduct."

              "(e) Except as set forth in (d) above, the Trust shall
   indemnify any indemnitee for covered expenses in any covered proceeding,
   whether or not there is an adjudication of liability as to such
   indemnitee, if a determination has been made that the indemnitee was not
   liable by reason of disabling conduct by (i) a final decision of the court
   or other body before which covered proceeding was brought; or (ii) in the
   absence of such decision, a reasonable determination, based on a review of
   the facts, by either (a) the vote of a majority of a quorum of Trustees
   who are neither "interested persons", as defined in the 1940 Act nor
   parties to the covered proceeding or (b) an independent legal counsel in a
   written opinion; provided that such Trustees or counsel, in reaching such
   determination, may but need not presume the absence of disabling conduct
   on the part of the indemnitee by reason of the manner in which the covered
   proceeding was terminated."

              "(f)     Covered expenses incurred by an indemnitee in
   connection with a covered proceeding shall be advanced by the Trust to an
   indemnitee prior to the final disposition of a covered proceeding upon the
   request of the indemnitee for such advance and the undertaking by or on
   behalf of the indemnitee to repay the advance unless it is ultimately
   determined that the indemnitee is entitled to indemnification thereunder,
   but only if one or more of the following is the case:  (i) the indemnitee
   shall provide a security for such undertaking; (ii) the Trust shall be
   insured against losses arising out of any lawful advances; or (iii) there
   shall have been a determination, based on a review of the readily
   available facts (as opposed to a full trial-type inquiry) that there is a
   reason to believe that the indemnitee ultimately will be found entitled to
   indemnification by either independent legal counsel in a written opinion
   or by the vote of a majority of a quorum of trustees who are neither
   "interested persons" as defined in the 1940 Act nor parties to the covered
   proceeding."

              "(g)     Nothing herein shall be deemed to affect the right of
   the Trust and/or any indemnitee to acquire and pay for any insurance
   covering any or all indemnitees to the extent permitted by the 1940 Act or
   to affect any other indemnification rights to which any indemnitee may be
   entitled to the extent permitted by the 1940 Act."

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

      

   Item 28.   Business and Other Connections of Investment Adviser.

              Pacific Income Advisers, Inc. ("PIA") is the investment adviser
   of Registrant's Short-Term Government, Equity, Government and Global Bond
   portfolios.  Orrell and Company, Inc. ("Orrell") is the investment adviser
   to Registrant's Gold portfolio.  Murphy Investment Management, Inc.
   ("Murphy") is the investment adviser to Registrant's Biotechnology,
   Technology and Convertibles portfolios.  Camborne Advisors Inc.
   ("Camborne") is the sub-adviser to Registrant's Government portfolio.  For
   information as to the business, profession, vocation or employment of a
   substantial nature of PIA, Orrell, Murphy, Camborne and their directors
   and officers, reference is made to Part B of the Registration
   Statement.    

   Item 29.   Principal Underwriters.

              Syndicated Capital, Inc. is the distributor of the shares of
   the Registrant.

              (a) Not applicable 

              (b) The officers and directors of Syndicated Capital, Inc. are
   as follows:

   __________________________________________________________________________

         (1)                         (2)                      (3)
   Name and Principal       Positions and Offices     Positions and Offices
   Business Address           with Underwriter           with Registrant
   __________________________________________________________________________

   Joseph Lloyd McAdams, Jr.     Chairman,                 Chairman
   1299 Ocean Avenue             CEO and                  and Trustee
   Suite 210                     President
   Santa Monica, CA 90401

              (c) Not applicable

   Item 30.   Location of Accounts and Records.

              The accounts, books and other documents required to be
   maintained by Registrant pursuant to Section 31(a) of the Investment
   Company Act of 1940 and the rules promulgated thereunder are in the
   possession of Registrant, Registrant's Custodian and Registrant's
   Administrator as follows:  the documents required to be maintained by
   paragraphs (5), (6), (7), (10) and (11) of Rule 31a-1(b) will be
   maintained by the Registrant, the documents required to be maintained by
   paragraph (4) of Rule 31a-1(b) will be maintained by Registrant's
   Administrator and all other records will be maintained by the Custodian.

   Item 31.   Management Services. 

              Not applicable.

   Item 32.   Undertakings. 

              Registrant undertakes to furnish each person to whom a
   prospectus is delivered with a copy of the Registrant's latest annual
   report to shareholders, upon request and without charge.

              Registrant undertakes to file a post-effective amendment to
   this Registration Statement within four to six months of the effective
   date of this Post-Effective Amendment which will contain financial
   statements (which need not be certified) of the Global Bond Fund as of and
   for the time period reasonably close to the date of such post-effective
   amendment.

   <PAGE>
                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933 and
   the Investment Company Act of 1940, the Registrant certifies that it meets
   all of the requirements for effectiveness of this Registration Statement
   pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
   caused this Registration Statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the City of Santa Monica and
   State of California on the 25th day of March, 1997.

                                 Monterey Mutual Fund
                                 (Registrant)


                            By:  /s/ Joseph Lloyd McAdams, Jr.
                                 Joseph Lloyd McAdams, Jr.
                                 Chairman
       
              Pursuant to the requirements of the Securities Act of 1933,
   this Amendment to the Registration Statement has been signed below by the
   following persons in the capacities and on the dates indicated.

      
        Signature                                    TitleDate

    /s/ Joseph Lloyd McAdams,         Principal Executive,   March 25, 1997
    Jr.Joseph Lloyd McAdams, Jr.      Financial and
                                      Accounting Officer 
                                      and Trustee


    /s/ John Michael Murphy           Trustee                March 25, 1997
    John Michael Murphy
                                                                     
                                    

    Ann Louise Marinaccio             Trustee                March __, 1997
    


    Robert I. Weisberg                Trustee                March __, 1997
    

    /s/ Beatrice P. Felix             Trustee                March 25, 1997
    Beatrice P. Felix
       
   <PAGE>

      
                                  EXHIBIT INDEX

   Exhibit No.                   Exhibit                             Page No.

       (1)             Declaration of Trust, as supplemented*

       (2)             Registrant's By-Laws, as amended*

       (3)             None

       (4)             Specimen Stock Certificate*

       (5)(a)          Investment Advisory Agreement*
                       (Short-Term Government Fund)

          (b)          Investment Advisory Agreement*
                       (Global Bond Fund)

          (c)          Investment Advisory Agreement*
                       (Gold Fund)

          (d)          Investment Advisory Agreement*
                       (Biotechnology Fund)

          (e)          Investment Advisory Agreement*
                       (Technology Fund)

          (f)          Investment Advisory Agreement*
                       (Convertibles Fund)

          (g)          Investment Advisory Agreement*
                       (Equity Fund)

          (h)          Investment Advisory Agreement*
                       (Government Fund)

          (i)          Sub-Advisory Agreement*
                       (Government Income Fund)

       (6)             Distribution and Selling Agreements*

       (7)             None

       (8)             Custodian Agreement*

       (9)             Administration Agreement*

      (10)             Opinion and Consent of Counsel*

      (11)             Consent of McGladrey & Pullen, LLP

      (12)             None

      (13)             Investment Letters*

      (14)             Individual Retirement Account
                        Application*

      (15)             Distribution Plan*

      (16)             Schedule for Computation of 
                        Performance Data Contained in
                        Part B*

      (17)             Financial Data Schedules

      (18)             None

   __________________

   *    Incorporated by reference
       


                         CONSENT OF INDEPENDENT AUDITORS


             We hereby consent to the use of our report dated December 26,
   1996 except for Note 6, as to which the date is January 29, 1997, on the
   financial statements of the PIA Adjustable Rate Government Securities
   Fund, the Government Income Fund, the Growth Fund, the Growth & Income
   Fund, the Gold Fund, the Technology Fund and the Gaming and Leisure Fund
   (subsequently to be known as the Monterey PIA Short-Term Government Fund,
   the Monterey Camborne Government Income Fund, the Monterey PIA Equity
   Fund, the Monterey Murphy New World Technology Convertibles Fund, the
   Monterey OCM Gold Fund, the Monterey Murphy New World Technology Fund and
   the Monterey Murphy New World Biotechnology Fund, respectively, upon the
   effectiveness of this post-effective amendment) series of Monterey Mutual
   Fund (formerly Monitrend Mutual Fund) referred to therein, which is
   incorporated by reference in the Statement of Additional Information, in
   Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A
   as filed with the Securities and Exchange Commission.

             We also consent to the reference to our firm in the Prospectus
   under the caption "General Information" and in the Statement of Additional
   Information under the caption "General".


                                      McGLADREY & PULLEN, LLP


   New York, New York
   March 24, 1997


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<PAID-IN-CAPITAL-COMMON>                       3875133
<SHARES-COMMON-STOCK>                           184324
<SHARES-COMMON-PRIOR>                            71267
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (2101006)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (243259)
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<INTEREST-INCOME>                                 3188
<OTHER-INCOME>                                     169
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<DIVIDEND-INCOME>                                  115
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<EXPENSES-NET>                                   11551
<NET-INVESTMENT-INCOME>                        (10668)
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<PERIOD-END>                               NOV-30-1996
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<INVESTMENTS-AT-VALUE>                           91045
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<OTHER-ITEMS-ASSETS>                              4063
<TOTAL-ASSETS>                                  236187
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         4942
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<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        335353
<SHARES-COMMON-STOCK>                            32161
<SHARES-COMMON-PRIOR>                            59335
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (64053)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (40055)
<NET-ASSETS>                                    231245
<DIVIDEND-INCOME>                                  130
<INTEREST-INCOME>                                  925
<OTHER-INCOME>                                     105
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