<PAGE>
DLJ WINTHROP FUNDS
SUPPLEMENT DATED DECEMBER 30, 1999 TO PROSPECTUS DATED FEBRUARY 23, 1999
INCORPORATING SUPPLEMENT DATED OCTOBER 27, 1999
1) Effective October 27, 1999, Wood, Struthers & Winthrop Management Corp.
changed its name to DLJ Asset Management Group, Inc. ('DLJAM'). In addition,
effective January 1, 2000, DLJ Investment Management Corp. will merge into
DLJAM. The purpose of this change is to create a more accurate perception in the
marketplace of the full range of asset management services offered by Donaldson,
Lufkin & Jenrette, Inc. All investment personnel will remain with the combined
entity, and none of the DLJ Winthrop Funds' portfolio managers will change as a
result of the merger.
2) For the period November 1, 1999 through October 31, 2000, the adviser of each
of the below referenced DLJ Winthrop Funds has undertaken in writing to reduce
its management fees and reimburse operating expenses in order to limit the Total
Fund Operating Expenses to the below referenced percentage of daily net assets.
After October 31, 2000, the adviser may, in its sole discretion, determine to
discontinue this practice with respect to any Fund.
<TABLE>
<S> <C> <C> <C> <C> <C>
Fixed Income Fund Class A 1.00% Municipal Trust Fund Class A 1.00%
Class B 1.70% Class B 1.70%
Class D .70%
International Equity Fund Class A 2.15% Developing Markets Fund Class A 2.15%
Class B 2.90% Class B 2.90%
Class D 1.90%
High Income Fund Class A 1.10% Municipal Money Fund .90%
Class B 1.85% U.S. Government Money Fund .90%
Class D 0.85%
</TABLE>
3) The following language should replace the last sentence of the first
paragraph on page 33 of the DLJ Winthrop Funds' Prospectus:
AXA Investment Managers GS Ltd, a UK registered company with
principal offices at 60 Gracechurch Street, London EC3V 0HR, England
serves as sub-investment adviser for the International Funds and is
a wholly-owned subsidiary of AXA Investment Managers, an investment
management subsidiary of AXA ('AXA'). Effective October 1, 1999, due
to an internal restructuring within the AXA Investment Managers
Group of Companies, AXA Investment Managers GS Ltd assumed the
sub-investment advisory responsibilities formerly undertaken by AXA
Asset Management Partenaires, a French wholly-owned subsidiary of
AXA Investment Managers. Investment personnel and policies remain
unchanged.
4) The waiver of the initial sales charge on the Class A shares referenced in
the DLJ Winthrop Funds' Prospectus as item (8) on page 39 has been amended to
include additional shareholders and is referenced below:
(8) shares purchased for 401(k) Plans, 403(b) Plans, 457 Plans and
employee benefit plans sponsored by an employer; and
5) The CDSC waivers on Class B shares referenced in the DLJ Winthrop Funds'
Prospectus on page 41 have been amended to include the following:
(5) A total or partial redemption related to certain distributions
from retirement plans or accounts at age 70 1/2, which are permitted
without penalty pursuant to the Internal Revenue Code.
6) The new address of our Servicing Agent is:
First Data Investor Services Group, Inc.
211 South Gulph Road
P.O. Box 61787
King of Prussia, PA 19406
Please use this address for Fund correspondence or for additional
investments made by a shareholder who has established his/her account
outside of a broker-dealer.
Additional investments made by bank wire should be sent using the
following instructions:
Boston Safe Deposit & Trust
ABA#: 011001234
Credit: (Insert Name of Your Fund)
Acct#: 006068
FBO Shareholder name and account number
