PBGH FUNDS INC
497, 1996-07-01
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<PAGE>
 
                              THE PBHG FUNDS, INC.
                               PBHG CLASS SHARES

                         SUPPLEMENT DATED JULY 1, 1996

                                     TO THE

                          PROSPECTUS DATED MAY 1, 1996


     This Supplement updates certain information contained in the above-dated
Prospectus of The PBHG Funds, Inc. (the "Fund").  You should retain both the
Supplement and Prospectus for future reference.  You may obtain an additional
copy of the Prospectus, free of charge, by calling 1-800-433-0051.

On page 3, the section entitled "Who is the Administrator?" is replaced with the
following:

          Who is the Administrator? PBHG Fund Services, a wholly-owned
     subsidiary of the Adviser, serves as the administrator of the Fund, and SEI
     Fund Resources, an affiliate of the Fund's distributor, serves as sub-
     administrator of the Fund. See "The Administrator and Sub-Administrator."

On page 21, the heading "The Administrator" and the two paragraphs under the
heading are replaced with the following:

     The Administrator and Sub-Administrator

          PBHG Fund Services (the "Administrator"), a wholly-owned subsidiary of
     the Adviser, provides the Fund with administrative services, including
     regulatory reporting and all necessary office space, equipment, personnel
     and facilities.  For these administrative services, the Administrator is
     entitled to a fee, which is calculated daily and paid monthly, at an annual
     rate of .15% of the average daily net assets of the Fund.  The principal
     place of business of the Administrator is 1255 Drummers Lane, Suite 300,
     Wayne, Pennsylvania 19087.

          SEI Fund Resources (the "Sub-Administrator"), an indirect
     wholly-owned subsidiary of SEI Corporation ("SEI") and an affiliate of the 
     Fund's distributor, assists the Administrator in providing administrative
     services to the Fund. For acting in this capacity, the Administrator pays
     the Sub-Administrator a fee at the annual rate of .07% of the average daily
     net assets of each Portfolio when such assets are $2.5 billion or less, and
     a fee at the annual rate of .025% of the average daily net assets of each
     Portfolio when such assets exceed $2.5 billion.

On page 21, the name "John B. Neff" is replaced by "John R. Ryan" in the last 
sentence of the last paragraph under the heading "The Sub-Advisor (Cash Fund)."


<PAGE>
 
                              THE PBHG FUNDS, INC.
                               TRUST CLASS SHARES

                         SUPPLEMENT DATED JULY 1, 1996

                                     TO THE

                         PROSPECTUS DATED APRIL 1, 1996

     This Supplement updates certain information contained in the above-dated
Prospectus of The PBHG Funds, Inc. (the "Fund").  You should retain both the
Supplement and Prospectus for future reference.  You may obtain an additional
copy of the Prospectus, free of charge, by calling 1-800-433-0051.

On page 2, the section entitled "Who is the Administrator?" is replaced with the
following:

          Who is the Administrator? PBHG Fund Services, a wholly-owned
     subsidiary of the Adviser, serves as the administrator of the Fund, and SEI
     Fund Resources, an affiliate of the Fund's distributor, serves as sub-
     administrator of the Fund. See "The Administrator and Sub-Administrator."

On page 15, the heading "The Administrator" and the two paragraphs under the
heading are replaced with the following:

     The Administrator and Sub-Administrator

          PBHG Fund Services (the "Administrator"), a wholly-owned subsidiary of
     the Adviser, provides the Fund with administrative services, including
     regulatory reporting and all necessary office space, equipment, personnel
     and facilities.  For these administrative services, the Administrator is
     entitled to a fee, which is calculated daily and paid monthly, at an annual
     rate of .15% of the average daily net assets of the Fund.  The principal
     place of business of the Administrator is 1255 Drummers Lane, Suite 300,
     Wayne, Pennsylvania 19087.

          SEI Fund Resources (the "Sub-Administrator"), an indirect wholly-owned
     subsidiary of SEI Corporation ("SEI"), and an affiliate of the Fund's
     distributor, assists the Administrator in providing administrative services
     to the Fund. For acting in this capacity, the Administrator pays the Sub-
     Administrator a fee at the annual rate of .07% of the average daily net
     assets of each Portfolio when such assets are $2.5 billion or less, and a
     fee at the annual rate of .025% of the average daily net assets of each
     Portfolio when such assets exceed $2.5 billion.


<PAGE>
 
                              THE PBHG FUNDS, INC.

                         SUPPLEMENT DATED JULY 1, 1996

                                     TO THE

             STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996


     This Supplement updates certain information contained in the Statement of
Additional Information of The PBHG Funds, Inc. (the "Fund").  You should retain
both the Supplement and Statement of Additional Information for future
reference.  You may obtain an additional copy of the Statement of Additional
Information, free of charge, by calling 1-800-433-0051.

On the cover page, "AND SUB-ADMINISTRATOR" is inserted after "THE ADMINISTRATOR"
in the Table of Contents.

On page S-1, the final two sentences of the first paragraph are replaced with
the following:

     It is intended to provide additional information regarding the activities
     and operations of The PBHG Funds, Inc. (the "Fund") and the Portfolios.
     The Statement of Additional Information and Supplement should be read in
     conjunction with the Prospectus for the Portfolios' PBHG Class shares dated
     May 1, 1996, as amended by Supplement dated July 1, 1996, and with the
     Prospectus for the Portfolios' Trust Class shares dated April 1, 1996, as
     amended by Supplement dated July 1, 1996.  The Prospectuses and Supplements
     for the Portfolios may be obtained by calling 1-800-433-0051.

On page S-8, non-fundamental policy number 4 of the PBHG Growth Fund is deleted
and the remaining non-fundamental policies are re-numbered 4, 5, 6, 7 and 8,
respectively.

On page S-9, non-fundamental policy number 3 of each of the Portfolios (with the
exception of the PBHG Growth Fund) is deleted and the remaining non-fundamental
policies are re-numbered 3, 4 and 5, respectively.

On page S-13, the heading "THE ADMINISTRATOR" is replaced with "THE
ADMINISTRATOR AND SUB-ADMINISTRATOR."

On page S-13, the first paragraph under the new heading "THE ADMINISTRATOR AND
SUB-ADMINISTRATOR" is replaced with the following paragraphs:

     The Fund and PBHG Fund Services (the "Administrator") entered into an
     Administrative Services Agreement (the "Administrative Agreement") on July
     1, 1996 pursuant to which the Administrator oversees the administration of
     the Fund's and each Portfolio's business and affairs, including services
     performed by various third parties. The Administrator, a wholly-owned
     subsidiary of the Adviser, was organized as a Pennsylvania business trust
     and has its principal place of business at 1255 Drummers Lane, Suite 300,
     Wayne, Pennsylvania 19087. The Administrator is entitled to a fee from the
     Fund, which is calculated daily and paid monthly at an annual rate of 0.15%
     of the average daily net assets of each Portfolio. The Administrative
     Agreement provides that the Administrator shall not be liable for any error
     of judgment or mistake of law or for any loss suffered by the Fund in
     connection with the matters to
<PAGE>
 
     which the Administrative Agreement relates, except a loss resulting from
     willful misfeasance, bad faith or negligence on the part of the
     Administrator in the performance of its duties. The Administrative
     Agreement shall remain in effect until December 31, 1998 and shall
     thereafter continue in successive periods of one year unless terminated by
     either party upon not less than 90 days' prior written notice to the other
     party.

On page S-13, the following three paragraphs are inserted after the first
paragraph in the new heading "THE ADMINISTRATOR AND SUB-ADMINISTRATOR":

     The Fund, the Administrator and SEI Fund Resources (the "Sub-
     Administrator") entered into the Sub-Administrative Services Agreement on
     July 1, 1996 pursuant to which the Sub-Administrator assists the
     Administrator in connection with the administration of the business and
     affairs of the Fund. The Sub-Administrator is a wholly-owned subsidiary of
     SEI Financial Management Company ("SEI Financial"), which is a wholly-owned
     subsidiary of SEI Corporation ("SEI"). The Sub-Administrator was organized
     as a Delaware business trust, and has its principal business offices at 680
     East Swedesford Road, Wayne, Pennsylvania 19087-1658. Prior to July 1,
     1996, the Sub-Administrator served as the administrator of the Fund. The
     Sub-Administrative Services Agreement provides that the Sub-Administrator
     shall not be liable for any error of judgment or mistake of law or for any
     loss suffered by the Fund in connection with the matters to which the Sub-
     Administrative Agreement relates, except a loss resulting from willful
     misfeasance, bad faith or negligence on the part of the Sub-Administrator
     in the performance of its duties. The Sub-Administrative Agreement shall
     remain in effect until December 31, 1998 and shall continue in successive
     periods of one year, unless terminated by either party upon not less than
     90 days' prior written notice to the other party.

     The Sub-Administrator is entitled to a fee from the Administrator, which is
     calculated daily and paid monthly (i) an annual rate of 0.07.% of the
     average daily net assets of each Portfolio with respect to $2.5 billion of
     the total average daily net assets of the Fund; and (ii) an annual rate of
     .025% of the average daily net assets of each Portfolio with respect to the
     total average daily net assets of the Fund in excess of $2.5 billion.

On page S-13, in the first sentence of the final paragraph, "Administrator" is
replaced with "Sub-Administrator" and the remaining five sentences are deleted.

On page S-14, in note 1, "to the Administrator" is replaced with
"administrative."

                                      -2-
<PAGE>
 
On page S-15, the third and fourth paragraphs are replaced with the following:

     The Fund has adopted a Service Plan pursuant to Rule 12b-1 under 1940 Act
     to enable the Trust Class Shares of each Portfolio to directly and
     indirectly bear certain expenses relating to the distribution of such
     Shares.  Pursuant to such Service Plan, the Fund shall be entitled to pay
     to financial intermediaries, plan fiduciaries, and investment professionals
     ("Service Providers") a shareholder servicing fee at the aggregate annual
     rate of up to 0.25% of each Portfolio's average daily net assets
     attributable to Trust Class Shares.  The shareholder servicing fee is
     intended to compensate Service Providers for providing to shareholders or
     the underlying beneficial owners of Trust Class Shares:  (a) personal
     support services; (b) distribution assistance and distribution support
     services; and (c) account maintenance services.  In addition, insurance
     companies or their affiliates may be paid a shareholder servicing fee
     described for providing similar services to variable annuity or variable
     life insurance contract holders ("Contract Holders") or their participants
     for which such insurance companies are not otherwise compensated by
     Contract Holders or participants.

     The Distributor shall prepare and deliver written reports to the Board of
     Directors of the Fund on a regular basis (at least quarterly) setting forth
     the payments made to Service Providers pursuant to the Service Plan, and
     the purposes for which such expenditures were made, as well as any
     supplemental reports as the Board of Directors may from time to time
     reasonably request.

On page S-15, in the final paragraph, ", Sub-Administrator " is inserted
immediately following "Administrator."

On page S-16, the phrase "Trustee, PBHG Fund Services since May 1996." is
inserted immediately following the list of principal occupations held by Harold
J. Baxter.

On page S-17, the phrase "Trustee, PBHG Fund Services since May 1996." is
inserted immediately following the list of principal occupations held by Gary
Pilgrim.

On page S-17, the following information is inserted after the list of principal
occupations held by Todd Cipperman:

     LEE T. CUMMINGS - Vice President - Director of Mutual Fund Operations,
     Pilgrim Baxter & Associates, Ltd. since 1996.  Treasurer, PBHG Fund
     Services since 1996.  Investment Accounting Officer, Delaware Group of
     Funds, 1994 - 1996.  Vice President, Fund/Plan Services, Inc., 1992-1994.
     Assistant Vice President, Fund/Plan Services, Inc., 1990-1992.

                                      -3-
<PAGE>
 
At the top of page S-18, the following information is inserted:

     BARBARA A. NUGENT - Vice President and Assistant Secretary - Vice President
     and Assistant Secretary, SEI since 1996. Associate, Drinker, Biddle & Reath
     (law firm), 1994-1996. Assistant Vice President, Delaware Service Company,
     Inc., 1988-1993.


94708

                                      -4-


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