WINTHROP FOCUS FUNDS, 497, 1999-02-23

WINTHROP FOCUS FUNDS
497, 1999-02-23

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Filed pursuant to Rule 497(e) of the Securities Act of 1933

File Nos: 33-03706
33-92982

[GRAPHIC OMITTED]

PROSPECTUS FEBRUARY 23, 1999

DLJDIRECT
MUTUAL FUND
ACCOUNTS

DLJ Growth Fund account o DLJ Growth and Income Fund account
DLJ Small Company Value Fund account o DLJ Developing Markets Fund account
DLJ International Equity Fund account

The DLJdirect Mutual Fund accounts utilize a selection of
mutual funds from the DLJWinthrop Focus Funds (the "Domestic Funds")
and the DLJ Winthrop Opportunity Funds (the "International Funds").

THIS PROSPECTUS PROVIDES INFORMATION ABOUT THESE TWO SEPARATE SERIES OF FUNDS:
THE DLJ FOCUS FUNDS AND THE DLJ OPPORTUNITY FUNDS. EACH SERIES HAS A NUMBER OF
INDIVIDUAL FUNDS. EACH FUND HAS A SEPARATE INVESTMENT OBJECTIVE AND PORTFOLIO OF
INVESTMENTS. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN ANY OF
THE FUNDS IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

[LOGO]

DLJdirect Inc.

Member NASD and SIPC

A Donaldson, Lufkin & Jenrette Company

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CONTENTS
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3 Transaction Information

4 The Domestic Funds' Risk Return Summary

7 The International Funds' Risk Return Summary

9 Summary of Fund Expenses

9 Annual Fund Operating Expenses

10 Purchases, Redemptions and Shareholder Services

12 The Domestic Funds' Investment Objectives and Policies

16 The International Funds' Investment Objectives and Policies

19 Additional Information on Investment Policies and Risks

22 Fund Management

23 Distribution Charges

23 Dividend and Distribution Information

24 Taxes

25 Financial Highlights

28 For More Information

<PAGE>

TRANSACTION INFORMATION

Clients of DLJdirect, Inc. ("DLJdirect") are offered an investment in
each of the Funds by investing in the Fund's related DLJdirect Mutual
Fund Account ("Fund Account"). For example, a DLJdirect client who
invests in the Small Company Value Fund Account will be purchasing
shares of the DLJ Winthrop Small Company Value Fund. DLJdirect clients
may invest in Fund Accounts at a price equal to the net asset value of
the Fund's Class A shares without a sales charge. Upon redeeming shares
in a Fund Account, shareholders receive the next-determined net asset
value of the Fund's Class A shares. The Fund's Class B shares are not
offered under this Prospectus due to the higher 12b-1 fees associated
with investing in such shares.

Purchases in a Fund Account may only be made through DLJdirect. In
order to process a request to transfer shares in a Fund Account to a
custodian or broker dealer not affiliated with DLJdirect, holdings must
first be reassigned with the name of that Fund Account's related Fund.
For example, holdings in the Growth Fund Account will be renamed the
"DLJ Winthrop Growth Fund" prior to executing a transfer.

Clients of DLJdirect may exchange shares from one Fund Account to
another Fund Account. Exchanges of shares are subject to other
requirements of the Fund into which the exchanges are made. The annual
Fund operating expenses may be higher and a different 12b-1 fee may
apply. For example, an investor will pay a higher 12b-1 fee after
exchanging shares of an International Fund (.25 of 1% annually) for
shares of a Domestic Fund (.30 of 1% annually).

See "Purchases, Redemptions and Shareholder Services".

Further information on the Funds can be obtained from DLJ Winthrop at
the address and telephone number shown on the back cover of this
Prospectus. The address and telephone number of DLJdirect has also been
listed for inquires related to your DLJdirect Fund account.

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3

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This part of the prospectus summarizes each Fund's investment objective,
principal investment strategies and principal risks. This section also contains
limited performance data. More information about the DLJ Winthrop Funds is
contained in "The Domestic Funds' Investment Objectives and Policies" and "The
International Funds' Investment Objectives and Policies" and "Additional
Information on Investment Policies and Risks." Please read the entire prospectus
carefully before investing and save it for future reference.

THE DOMESTIC FUNDS' RISK RETURN SUMMARY

THE GROWTH FUND

The Growth Fund's investment objective is long-term capital
appreciation. The Fund seeks to achieve this objective by investing in
companies that offer long-term capital appreciation. This Fund invests
in common stock, securities convertible into common stock and other
equity securities of well-known and established companies. The Fund
takes a long-term view of each stock it buys, holding each company
until its long-term growth potential no longer meets the Fund's
requirements. Generally, the Fund attempts to identify companies with
growth rates that will exceed that of the S&P 500 Index. The Fund may
also make an investment to earn income when its Adviser believes that
it will not compromise the investment objective. To achieve this
objective, the Fund may invest up to 35% of the value of its assets in
investment-grade fixed income securities, including bonds, debentures,
notes, asset and mortgage-backed securities and money market
instruments such as commercial paper and bankers' acceptances and other
financial instruments. The Fund may also invest in non-U.S. securities.

Like any investment, an investment in the Growth Fund is subject to
risk and you could lose money. While investments are selected that the
Adviser believes will experience long-term appreciation, their value
could decline. The Fund is also subject to risks that affect equity
securities markets in general, such as general economic conditions and
adverse changes (generally increases) in interest rates. These and
other factors could adversely affect your investment.

The following chart and table illustrate the variability of the Fund's
returns by showing the rate of return from year to year and how annual
returns for 1, 5 and 10 years compare to those of the S&P 500 Composite
Index, which is a broad measure of market performance. The Fund's past
performance is not necessarily an indication of how it will perform in
the future.

[BAR CHART]

1998 28%
1997 28%
1996 20%
1995 24%
1994 -4%
1993 14%
1992 2%
1991 28%
1990 -7%
1989 26%

During the 10 year period shown in the bar chart, the highest return
for a quarter was 21.16% (quarter ending 12/31/98) and the lowest
return for a quarter was -15.22% (quarter ending 9/30/90).

Average Annual Total Returns
(for the periods ending December 31, 1998)

Past Year Past 5 Years Past 10 Years
---------- ------------ -------------

Growth Fund 28.36% 18.56% 15.06%

S&P 500* 28.59% 24.07% 19.21%

* The S & P 500(Registered) is the Standard & Poor's Composite Index
of 500 Stocks, a widely recognized, unmanaged index of common stock
prices. The returns for the S & P 500 do not include any sales charges,
fees or other expenses.

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4

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THE GROWTH AND INCOME FUND

The Growth and Income Fund's investment objective is long-term capital
appreciation and continuity of income. The Fund seeks to achieve this
objective by investing in dividend paying common stock and by
diversifying its investments among different industries and different
companies. Securities are selected on the basis of their investment
merit and their potential for appreciation in value and/or income, with
a focus on stability. The Adviser identifies companies that it believes
are undervalued, and waits for the market to discover that value. A
portion of the Fund is invested in debt securities that are of
investment-grade quality, U.S. Government securities, and money market
instruments. The Fund may also invest in non-U.S. securities. There is
no fixed proportion of the Growth and Income Fund's assets that must be
invested in any particular type of security.

Like any investment, an investment in the Growth and Income Fund is
subject to risk and you could lose money. While the Fund seeks
investments that will appreciate in value and/or provide income, the
Adviser could select securities that will decline in value and provide
no income.

The Fund is also subject to risks that affect equity securities markets
in general, such as general economic conditions and adverse changes
(generally increases) in interest rates. These and other factors could
adversely affect your investment.

[BAR CHART]

1998 19%
1997 33%
1996 22%
1995 30%
1994 -2%
1993 16%
1992 6%
1991 24%
1990 -3%
1989 25%

During the 10 year period shown in the bar chart, the highest return
for a quarter was 16.00% (quarter ending 12/31/98) and the lowest
return for a quarter was -9.97% (quarter ending 9/30/90).

Average Annual Total Returns
(for the periods ending December 31, 1998)

Past Year Past 5 Years Past 10 Years
--------- ------------ --------------
Growth and
Income Fund 18.59% 19.40% 16.10%

S & P 500* 28.59% 24.07% 19.21%

* The S & P 500(Registered) is the Standard & Poor's Composite Index
of 500 Stocks, a widely recognized, unmanaged index of common stock
prices. The returns for the S&P 500 do not include any sales charges,
fees or other expenses.

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5

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THE SMALL COMPANY VALUE FUND

The Small Company Value Fund's investment objective is a high level of
growth of capital. The Fund seeks to achieve this objective by
investing in common stock and other equity securities of "small cap"
companies that appear to be undervalued. Companies with market
capitalization of $2 billion or less at the time of purchase are
considered to be "small cap" companies.

This Fund's investment objective causes it to be riskier than other
Funds and you could lose money. While the Fund seeks investments that
provide a high level of growth of capital, they may decline in value.
You should not invest in this Fund if your principal objective is
assured income or capital preservation. Investments in smaller
companies often involve greater risks than investments in larger, more
established companies. Smaller companies may have less management
experience, fewer financial resources, and limited product
diversification.

The frequency and trading volume for securities of smaller companies is
substantially less than for larger companies. This can result in
greater and more abrupt price fluctuations and can cause small cap
stocks to be less liquid than securities of larger companies. The Fund
is also subject to risks that affect equity securities markets in
general, such as general economic conditions and adverse changes
(generally increases) in interest rates. These and other factors could
adversely affect your investment.

The following chart and table illustrate the variability of the Fund's
returns by showing the rate of return from year to year and how annual
returns for 1, 5 and 10 years compare to those of the Russell 2000
Index, which is a broad measure of market performance. The Fund's past
performance is not necessarily an indication of how it will perform in
the future.

[BAR CHART]

1998 -5%
1997 26%
1996 15%
1995 20%
1994 -1%
1993 22%
1992 18%
1991 51%
1990 -13%
1989 16%

During the 10-year period shown in the bar chart, the highest return
for a quarter was 17.81% (quarter ending 3/31/91) and the lowest return
for a quarter was -18.15% (quarter ending 9/30/98).

Average Annual Total Returns
(for the periods ending December 31, 1998)

Past Year Past 5 Years Past 10 Years
--------- ------------ -------------

Small Company -4.61% 10.47% 13.68%
Value Fund

Russell 2000* -2.55% 11.86% 12.92%

*The Russell 2000 Index is an unmanaged index of common stock prices
and is composed of the 2,000 smallest companies in the Russell 3000
Index. The Russell 3000 Index is composed of 3,000 of the largest U.S.
companies by market capitalization. The returns for the Index do not
include any sales charges, fees or other expenses.

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6

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THE INTERNATIONAL FUNDS' RISK RETURN SUMMARY

THE DEVELOPING MARKETS FUND

The DEVELOPING MARKETS FUND's investment objective is to provide
long-term growth by investing in common stocks and other equity
securities of companies from developing countries. The Fund seeks to
achieve its objective by investing in companies from the countries
included in the Morgan Stanley Capital Index ("MSCI") Emerging Markets
Free Index that are identified by the Adviser as being best positioned
to take advantage of certain economic and political factors. The Fund
seeks to identify countries, and then the industries, where economic
and political factors are likely to produce above average growth. The
Fund uses a fundamental analysis on common stock in countries the
Adviser believes demonstrate a strong potential for expansion, a trend
toward modernizing production and high levels of economic growth. The
Fund invests in securities of issuers in at least three different
developing countries. You should not invest in this Fund if your
principal objective is assured income or capital preservation.

This Fund's investment objective causes it to be riskier than other
funds and you could lose money. While the Fund seeks investments that
provide a high level of growth of capital, they may decline in value.
The Fund invests primarily in non-U.S. securities (securities of
non-U.S. based issuers or issuers that do business principally outside
the United States) from issuers in developing markets. Investments in
non-U.S. securities present additional risks including greater price
volatility and a lack of liquidity. Investments in developing markets
present further risks because they tend to be smaller, less mature and
less stable than developed markets. The Fund is also subject to risks
that affect equity securities markets in general, such as general
economic conditions and adverse changes in interest and foreign
exchange rates. These and other factors could adversely affect your
investment.

The following chart and table illustrate the variability of the Fund's
returns by showing the rate of return from year to year and how annual
returns for 1 year and from inception, compare to those of the MSCI
Emerging Free Markets Index, which is a broad measure of market
performance. The Fund's past performance is not necessarily an
indication of how it will perform in the future.

[BAR CHART]

1998 -22%
1997 -6%
1996 4%

During the 3 year period shown in the bar chart , the highest return
for a quarter was 13.43% (quarter ending 12/31/98) and the lowest
return for a quarter was -21.96% (quarter ending 6/30/98).

1996 was the first full calendar year of operations.

Average Annual Total Returns
(for the periods ending December 31, 1998)

Past Year From inception on 9/8/95
--------- ------------------------
Developing Markets
Fund -22.14% -8.38%

MSCI Emerging
Markets Free Index* -25.34% -11.04%

* The MSCI Emerging Markets Free Index is an unmanaged index composed
of a sample of companies representative of the market structure of
developing countries worldwide. The index is the property of Morgan
Stanley & Co. Incorporated. The returns for the Index do not include
any sales charges, fees or other expenses.

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7

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THE INTERNATIONAL EQUITY FUND

The International Equity Fund's investment objective is long-term
growth by investing in equity securities from established international
markets. The Fund seeks to achieve this objective by investing in a
diversified portfolio of investments that include companies from the
countries of the MSCI Europe, Australia, and Far East Index (the "EAFE
Index"), an unmanaged index of over 1,000 foreign stock prices. The
Fund seeks to identify countries and industries with favorable growth
prospects. Once the countries have been selected, the Adviser chooses
the stocks and industries in each country. The Adviser employs a
comprehensive top-down approach to invest in industries in each country
that are likely to do well and in stocks with reasonable value,
reliable earnings and high quality management.

Like any investment, an investment in the Fund is subject to risk and
you could lose money. While the Fund selects investments that the
Adviser believes will appreciate in value, those securities could
decline in value and provide no income. The Fund invests primarily in
non-U.S. securities (securities of non-U.S. based issuers or issuers
that do business principally outside the United States). Investments in
non-U.S. securities present additional risks including greater price
volatility and a lack of liquidity. The Fund is also subject to risks
that affect equity securities markets in general, such as general
economic conditions and adverse changes in interest and foreign
exchange rates. These and other factors could adversely affect your
investment.

The following chart and table illustrate the variability of the Fund's
returns by showing the rate of return from year to year and how annual
returns for 1 year and from inception, compare to those of the
MSCI-EAFE(Registered) Index, which is a broad measure of market
performance. The Fund's past performance is not necessarily an
indication of how it will perform in the future.

[BAR CHART]

1998 18%
1997 7%
1996 6%

During the 3 year period shown in the bar chart, the highest return for
a quarter was 18.19% (quarter ending 12/31/98) and the lowest return
for a quarter was -15.46% (quarter ending 9/30/98).

1996 was the first full calendar year of operations.

Average Annual Total Returns
(for the periods ending December 31, 1998)

Past Year From inception on 9/8/95
International Equity
Fund 17.67% 9.65%

MSCI--EAFE* 20.33% 10.24%

* The MSCI-EAFE(Registered) is an unmanaged index composed of a
sample of companies representative of the market structure of European
and Pacific Basin Countries. The index is the property of Morgan
Stanley & Co. Incorporated. The returns for the Index do not include
any sales charges, fees or other expenses.

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8

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SUMMARY OF FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Funds through a DLJdirect Fund account.

SUMMARY OF FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES

Domestic and International
<S> <C>
SHAREHOLDER FEES:
(These fees are paid directly from your investment) None

</TABLE>

ANNUAL FUND OPERATING EXPENSES

These examples help you compare the cost of investing in the Funds with
the cost of investing in other mutual funds. They assume that you
invest $10,000 in the Fund for the periods indicated and then sell all
of your shares at the end of those periods. The examples also assume
that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

Annual Fund Operating Expenses Examples
(Expenses that are deducted from Fund assets.)
<S> <C> <C> <C>
Growth Fund Class A Examples
Management Fee .73% After 1 Year $131
Distribution (12b-1)and Service Fees .30% After 3 Years $409
Other Expenses .26% After 5 Years $708
----
Total Annual Fund Operating Expenses 1.29% After 10 Years $1,556

Growth and Income Fund Class A Examples
Management Fee .60% After 1 Year $115
Distribution (12b-1)and Service Fees .30% After 3 Years $359
Other Expenses .23% After 5 Years $622
----
Total Annual Fund Operating Expenses 1.13% After 10 Years $1,375

Small Company Value Fund Class A Examples
Management Fee .75% After 1 Year $131
Distribution (12b-1)and Service Fees .30% After 3 Years $409
Other Expenses .24% After 5 Years $708
----
Total Annual Fund Operating Expenses 1.29% After 10 Years $1,556

Developing Market Fund Class A Examples(d)
Management Fees 1.25% After 1 Year $218
Distribution (12b-1)and Service Fees .25% After 3 Years $799
Other Expenses 1.26% After 5 Years $1,405
----
Total Annual Fund Operating Expenses(a) 2.76% After 10 Years $3,045
Waived Fees (b) (.61%)
----
Total Expenses Less Waived Fees 2.15%

International Equity Fund Class A Examples(d)
Management Fees 1.25% After 1 Year $218
Distribution (12b-1)and Service Fees .25% After 3 Years $694
Other Expenses .75% After 5 Years $1,196
----
Total Annual Fund Operating Expenses(a) 2.25% After 10 Years $2,577
Waived Fees (c) (.10%)
----
Total Expenses Less Waived Fees 2.15%

</TABLE>

(a) The expense ratios for each class of shares of the Developing Markets
Fund and the International Equity Fund are higher than those paid by
most other investment companies, but Wood, Struthers & Winthrop
Management Corp. (as adviser) and AXA Asset Management Partenaires (as
subadviser) believe the fees are comparable to those paid by investment
companies of similar investment orientation.

(b) The Adviser has undertaken, in writing, to limit Total Expenses of the
Developing Markets Fund to 2.15% per year for the Fund's Class A
shares. This arrangement will remain in place at least until
October 31, 1999.

(c) The Adviser has undertaken, in writing, to limit Total Expenses of the
International Equity Fund to 2.15% per yearfor the Fund's Class A
shares. This arrangement will remain in place at least until
October 31, 1999.

(d) For those Funds that have Waived Fees above, only the After 1 Year
Examples reflect the waived fees.

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9

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Net Asset Value:

[GRAPHIC OMITTED]

Net asset value per share (or "NAV") is determined separately for each Fund by
taking the total assets of a Fund and subtracting its total liabilities and then
dividing the difference by the total number of shares outstanding.

The NAV is determined at the close of the New York Stock Exchange each day that
the New York Stock Exchange is open for trading. The price at which a purchase
or redemption is effected is based on the next calculation of NAV after the
order is placed.

Shares of the Funds are valued at their current market value determined on the
basis of market quotations or, if such quotations are not readily available,
such other method as the Trustees of the applicable Fund believe in good faith
would accurately reflect their fair value.
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PURCHASES, REDEMPTIONS, AND SHAREHOLDER SERVICES

Purchases. Clients of DLJdirect may invest in the Funds by investing in
the Fund's related Fund Account. For example, a DLJdirect client who
invests in the Small Company Value Fund Account purchases shares of the
DLJ Winthrop Small Company Value Fund. Only investors that have
accounts with DLJdirect may purchase shares in the Fund Accounts.
Investors may need to have enough money in the DLJdirect Account to
fill a purchase order prior to placing the order.

Investments in the Fund Accounts are offered on a continuous basis at
the net asset value per share of the Fund's Class A shares. See
Calculation of Net Asset Value on this page. The initial sales charge
that is normally charged to Class A shareholders is waived for clients
of DLJdirect accounts. However, a transaction fee may be charged for
executing these purchases.

Full and fractional shares will be credited to an investor's account in
the amount of the investment. Each Fund reserves the right to reject
any initial or subsequent investment in its sole discretion.

Further information is available by contacting the Funds at the address
or telephone number listed on the back cover of this prospectus.

Redemptions. Holdings in a Fund Account may be redeemed at a price
equal to the net asset value per share of the respective Fund's Class A
shares, as next computed after the receipt of the request. A
transaction fee may be charged on redemptions effected through
DLJdirect.

The value of a shareholder's shares on redemption may be more or less
than the cost of such shares to the shareholder. This depends on the
value of the Fund's portfolio securities at the time of such redemption
or repurchase.

Shareholders that have Fund Account balances of less than $250 may be
requested to increase their account to at least $250 within 60 days. If
you fail to do so, the Funds reserve the right to liquidate the Fund
Account and send the proceeds to you. IRAs and other qualified
retirement accounts are not subject to mandatory redemption. A Fund
will not redeem involuntarily any shareholder account with an aggregate
balance of less than $250 based solely on the market movement of the
Fund's shares.

The right of redemption may not be suspended or the date of payment
upon redemption postponed for more than seven days after shares are
tendered in proper form for redemption, except for any period when the
New York Stock Exchange is closed or restricted. Generally, redemptions
will be made in cash or by check.

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10

<PAGE>

Exchanges. You may exchange holdings in one Fund Account for holdings
in another Fund Account. (The exchange privilege for all the Funds is
available only in states in which shares of the Fund may be legally
sold.) Exchanges are made on the basis of each Fund's relative NAV per
share next computed after receipt of an order for the exchange.

The Funds impose no separate charge for exchanges. However, investors
may be charged a transaction fee on exchanges made through DLJdirect.
The annual fund operating expenses may be higher and a different 12b-1
fee may apply. For example, an investor will pay a higher 12b-1 fee
after exchanging shares of an International Fund (.25 of 1% annually)
for shares of a Domestic Fund (.30 of 1% annually).

The exchange privilege is intended to provide you with a convenient way
to switch your investments when your objectives or perceived market
conditions suggest a change. The Funds reserve the right to reject any
exchange request or otherwise modify, restrict or terminate the
exchange privilege at any time upon 60 days notice. The exchange
privilege is not intended to enable shareholders to play short-term
swings in the stock market by engaging in frequent transactions in and
out of the Funds. Shareholders who in the opinion of the Adviser engage
in such frequent transactions may be prohibited or restricted from
placing future exchange orders. You should be aware that for federal
income tax purposes an exchange is treated as a sale and a purchase of
shares which may result in recognition of a gain or loss.

Timing of Redemptions and Exchanges. If a redemption or transfer order
in a Fund Account is received on a Fund Business Day prior to the close
of the New York Stock Exchange (generally 4:00p.m.), the proceeds will
be transferred as soon as possible. Shares within a Fund Account will
be priced that Fund Business Day. If the redemption or transfer order
is received after the close of the New York Stock Exchange, the shares
in the Fund Account will be priced on the next Fund Business Day. The
proceeds will be transferred as soon as possible after such pricing in
accordance with industry settlement procedures.

The DLJ Winthrop Opportunity Funds and the DLJ Winthrop Focus Funds are
different legal entities and are separately offering their securities
through this Prospectus. Based on the advice of counsel, the Funds
believe that the potential liability of each Fund with respect to the
disclosure in this Prospectus extends only to the disclosure relating
to that Fund.

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11

<PAGE>

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Risks for the Growth Fund and the Growth and Income Fund:

[GRAPHIC OMITTED]

Like any investment, an investment in the Growth Fund or Growth and Income Fund
is subject to risk and you could lose money. While the Funds seek investments
that will appreciate in value and/or provide income, the value of the securities
could decline and provide no income.

The Funds are subject to risks that affect equity securities markets in general,
such as general economic conditions and adverse changes in interest rates
(generally increases). If the value of equity markets in general declines, you
can expect the value of your investment in the Funds to decline, possibly to a
greater extent than the decline in equity markets generally.

The Growth Fund may invest in new and unseasoned companies. Stocks of these
companies tend to be more volatile than stocks of larger and more established
companies. In addition, because stocks are selected on the basis of their
appreciation potential, they tend to be more risky than many investments that
provide current income.

The Growth and Income Fund may invest in debt securities. Debt securities are
subject to risks that the issuer will not repay its borrowings or pay interest.
They are also subject to the risk of declines in value because of increases in
interest rates and decreases in the credit quality of the issuer.

The Growth Fund and Growth and Income Fund may each invest in unlisted
securities. Investments in unlisted securities may be less liquid and more
volatile than investments in listed securities and could result in losses to the
Funds if they had to be sold quickly.

The Growth Fund and the Growth and Income Fund may each invest in non-U.S.
securities. Non-U.S. securities carry the same risks as securities of U.S.
companies and the added risks of being traded in less liquid markets than U.S.
securities. Non-U.S. securities are also issued by companies that are not
subject to U.S. reporting requirements and involve political systems, economies
and markets that may not be as developed as in the U.S. See "Additional
Information on Investment Policies and Risks."
- --------------------------------------------------------------------------------

The investment objectives and policies of each Fund are set forth below. There
can be, of course, no assurance that any of the Funds will achieve its
investment objective. The Funds' investment objectives are fundamental policies
that cannot be changed without the approval of the shareholders of the
applicable Fund. The Board of Trustees of a Fund may change non-fundamental
policies without shareholder approval.

THE DOMESTIC FUNDS' INVESTMENT OBJECTIVES AND POLICIES

GROWTH FUND

Goal: The investment objective of the Growth Fund is long-term capital
appreciation. Investments are made based on their potential for
long-term capital appreciation. The Growth Fund may make an investment
to earn income when, in the opinion of the Adviser, such an investment
will not compromise the Growth Fund's investment objective.

Strategy: The Growth Fund invests in common stock, securities
convertible into common stock and other equity securities (e.g.,
preferred stock and interests in master limited partnerships). It
invests primarily in well-known and established companies (generally,
companies in operation for more than three years). The Fund may
occasionally invest in new and unseasoned companies which, in the
opinion of the Adviser, have the potential for long-term capital
appreciation. The Adviser applies extensive research that has been
conducted primarily by research analysts employed by DLJ on the growth
prospects of stocks that are considered for the Fund's portfolio.
Target companies normally have market capitalizations of at least $1
billion at the time of purchase. Generally, the Adviser attempts to
identify companies with growth rates that will exceed that of the S&P
500 Index. The Growth Fund is "sector neutral." This means that its
investments are allocated to industries in proportion to the sector
allocation of the S&P 500 Index, with the exception of the electric and
the gas utilities sectors. Other factors considered in the selection of
securities include the economic and political outlook, the value of a
particular security relative to another security, trends in the
determinants of corporate profits, and management capability and
practices. (See "Risks for the Growth Fund and the Growth and Income
Fund".)

Investments: Under normal circumstances, the Growth Fund invests at
least 65% of its total assets in equity securities of companies that
the Adviser believes have above-average long-term capital appreciation

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12

<PAGE>

potential. For temporary defensive purposes, the Growth Fund may invest
in investment-grade short-term fixed-income securities, enter into
repurchase agreements and hold cash. A temporary defensive position
could affect the Fund's ability to achieve its investment objective. In
addition, the Fund may invest in equity securities selected on a basis
other than the potential for long-term capital appreciation. The Fund
may invest up to 35% of the value of its assets in investment-grade
fixed income securities, including bonds, debentures, notes, asset and
mortgage-backed securities and money market instruments such as
commercial paper and banker's acceptances and other financial
instruments. The Fund may invest in both listed and unlisted securities
and may also:

o invest up to 10% of the value of its total assets in non-U.S.
securities;

o invest no more than 10% of its net assets in restricted
securities or other instruments with no ready market;

o invest up to 5% of its total assets in warrants; and

o attempt to minimize the effect of a market decline on the
value of its securities, subject to market conditions, by
writ- ing covered call options on securities or stock indices.
(See "Additional Information on Investment Policies and
Risks.")

GROWTH AND INCOME FUND

Goal: The investment objective of the Growth and Income Fund is
long-term capital appreciation and continuity of income.

Strategy: The Growth and Income Fund pursues its investment objective
by investing principally in dividend-paying common stock and by
diversifying its investments among different industries and companies.
Securities are selected based on the Adviser's evaluation of their
investment merit and their potential for appreciation in value and/or
income. The selection of securities on the basis of their capital
appreciation or income potential does not ensure against possible loss
in value.

Investments: The Growth and Income Fund invests in common stock,
preferred stock and securities convertible into common stock. The
Growth and Income Fund may invest in debt securities that are of
investment-grade quality at the time of purchase (including bonds,
debentures, notes and asset and mortgage-backed securities), U.S.
government securities, municipal securities (including general and
special obligation securities and industrial revenue bonds) and money
market instruments. (See "Additional Information on Investment Policies
and Risks" -- "Mortgage-Backed Securities" and "Investment-Grade Debt
Securities.") There is no fixed proportion of the Growth and Income
Fund's assets that must be invested in particular types of securities.
The percentage of assets invested in various types of securities may be
changed from time to time by the Adviser.

The Growth and Income Fund invests in both listed and unlisted
securities. The Growth and Income Fund may invest in non-U.S.
securities and restricted securities. To minimize the effect of a
market decline in the value of its securities, the Fund may, depending
on market conditions, write covered call options on securities or stock
indices. The Fund may invest up to 10% of its assets in non-U.S.
securities and up to 10% of its assets in restricted securities. For
additional information on the use, risks and costs of the above
referenced policies and practices, see "Additional Information on
Investment Policies and Risks."

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13

<PAGE>

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Risks for the Small
Company Value Fund:

[GRAPHIC OMITTED]

The investment objective for the Small Company Value Fund causes it to be
riskier than other funds and you could lose money. While it seeks investments
that will provide a high level of growth of capital, they may decline in value.
You should not invest in the Small Company Value Fund if your principal
objective is assured income or capital preservation. While smaller companies
generally have the potential for rapid growth, they often involve greater risks
than investments in larger, more established companies. Small companies may have
less management experience, fewer financial resources, and limited product
diversification.

In addition, in many instances the frequency and trading volume for securities
of smaller companies is substantially less than for larger companies, causing
such securities to be subject to greater and more abrupt price fluctuations and
to be less liquid than securities of larger companies. When making large sales
of portfolio securities, it may be necessary for the Small Company Value Fund to
sell such securities at discounts from quoted prices or to execute a series of
small sales over an extended period of time. These factors cause an investment
in the Small Company Value Fund to be riskier than an investment in a typical
"large company" mutual fund.

The Small Company Value Fund also is subject to risks that affect equity
securities markets in general, such as general economic conditions and adverse
changes in interest rates. These factors also could adversely affect an
investment in the Fund. If the value of equity markets in general declines, the
value of your investment in the Small Company Value Fund could also decline,
possibly to a greater extent than the decline in equity markets generally.

The Small Company Value Fund may invest in various types of debt securities.
Debt securities are subject to the risk that the issuer will not repay its
borrowings or pay interest. They are also subject to the risk of declines in
value because of increases in interest rates and decreases in the perceived
credit quality of the issuer.

(Continued on next page)
- --------------------------------------------------------------------------------

SMALL COMPANY VALUE FUND

Goal: The investment objective of the Small Company Value Fund is a
high level of growth of capital. The Small Company Value Fund is not
intended for investors whose principal objective is assured income or
preservation of capital.

Strategy: The Small Company Value Fund invests primarily in common
stock and may also invest in securities convertible into common stock,
preferred stock, other equity securities, bonds or other debt
securities as described below. Under normal market conditions, at least
65% of the Fund's assets are invested in equity securities of small
market capitalization companies. Small cap companies, for the purpose
of this Fund, are considered to be companies with market
capitalizations of $2 billion or less at the time of purchase.

Investments: The Small Company Value Fund pursues its investment
objective by employing a value-oriented investment approach. This means
that the Adviser seeks securities that appear to be underpriced. The
Adviser looks for stocks issued by companies with proven management,
consistent earnings, sound finances and strong potential for market
growth. By investing in such companies, the Small Company Value Fund
tries to enhance its potential for appreciation and limit the risk of
decline in the value of its portfolio. The Small Company Value Fund
focuses on the fundamentals of each small-cap company instead of trying
to anticipate what changes might occur in the stock market, the
economy, or the political environment. This approach differs from that
used by many other funds investing in small-cap company stocks. Those
other funds often buy stocks of companies they believe will have
above-average earnings growth, based on anticipated future
developments. In contrast, the Small Company Value Fund's securities
are generally selected with the belief that they are currently
undervalued based on existing conditions and that their earning power
or franchise value does not appear to be reflected in their current
stock price. To further reduce risk, the Small Company Value Fund
diversifies its holdings among many companies and industries. The
Adviser also considers whether a company has an established presence in
its industry, a product or market niche and whether management owns a
significant stake in the company.

The Small Company Value Fund may also invest in special situation
companies. A special situation company is a company whose value may
increase within a reasonable period of time solely by reason of a

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14

<PAGE>

- --------------------------------------------------------------------------------
(continued from previous page)

The Fund may also invest in unlisted securities. Investments in unlisted
securities may be less liquid and more volatile than investments in listed
securities and could result in losses if they had to be sold quickly.

The Fund may also invest in non-U.S. securities. Not only do non-U.S. securities
carry the same risks as securities of U.S. companies, they also have the added
risks of generally being traded in less liquid markets than U.S. securities,
involve political systems, economies and markets that may not be as developed as
in the U.S. and may be issued by companies that are not subject to reporting
requirements that are as rigorous as those imposed on U.S. issuers.

The Fund also may invest in options, warrants and financial futures contracts.
Selecting options, warrants and financial futures contracts involves
determinations as to how a particular security, index, interest rate, or
currency will change. If the Adviser is wrong on its prediction, the Fund could
lose money. In addition, such instruments may not be available, or if available,
may be too expensive to utilize. See "Additional Information on Investment
Policies and Risks."
- --------------------------------------------------------------------------------

development particularly or uniquely applicable to that company. The
securities of these companies may be affected by particular
developments unrelated to business conditions generally. These
investments may fluctuate without relation to general market trends. In
general, the principal risk associated with investing in special
situation companies is the potential decline in the value of these
securities likely to occur if the anticipated development fails to take
place. Examples of special situation companies are companies that are
being reorganized or merged, have unusual new products, enjoy
particular tax advantages, or acquire new management.

The Fund invests primarily in common stock. It may also invest in
securities convertible into common stock, preferred stock,
investment-grade debt securities (including bonds, debentures, notes,
asset and mortgage-backed securities), U.S. Government securities,
municipal securities (including general and special obligation
securities and industrial revenue bonds), money market instruments
(such as commercial paper and bankers' acceptances) and other financial
instruments.

The Small Company Value Fund also may invest in unlisted securities and
securities traded in the over-the-counter markets. The Small Company
Value Fund may allocate a larger percentage of its assets to unlisted
securities than would a typical large company mutual fund. The Small
Company Value Fund may also:

o purchase or sell options on securities and on indices to seek
to enhance return or hedge its portfolio;
o purchase or sell financial futures contracts and options
thereon for hedging and risk management purposes;
o invest up to 20% of total assets in non-U.S. securities;
o invest up to 5% of total assets in rights or warrants; and
o invest not more than 10% of net assets in instruments having
no ready market.

However, the Fund does not invest in restricted securities.

- --------------------------------------------------------------------------------
15

<PAGE>

- --------------------------------------------------------------------------------
Developing Markets
Fund Risks:

[GRAPHIC OMITTED]

Like any investment, an investment in the Developing Markets Fund is subject to
risk and you could lose money. While the Fund selects investments that the Fund
believes will experience long-term appreciation, their value could decline. The
Fund is also subject to risks that affect equity securities markets in general,
such as general economic conditions and adverse changes (generally increases) in
interest rates.

There are certain risks involved in investing in non-U.S. securities, in
addition to the risks inherent in U.S. investments. These risks may include
currency fluctuations, currency revaluations, adverse political and economic
developments, currency exchange blockages, foreign governmental laws or
restrictions, reduced public information concerning issuers, and the lack of
uniform accounting, auditing and financial reporting standards and other
regulatory practices and requirements comparable for domestic companies.

Furthermore, non-U.S. securities may be less liquid and more volatile than
comparable U.S. securities. There is also a possibility of expropriation,
nationalization, confiscatory taxation, and limitations on use or removal of
funds or assets. Investments in non-U.S. securities may result in higher
expenses due to currency conversions, brokerage commissions which generally are
higher than U.S. commissions and the expense of maintaining securities with
non-U.S. custodians.

In addition to the general risks of investing in non-U.S. securities,
characteristics of developing countries may affect certain investments, such as
national policies that restrict foreign investment and the absence of developed
legal structures governing private property and private and foreign investments.
The typically small size of securities markets and the possibility of a low or
nonexistent volume of trading in developing countries may also result in a lack
of liquidity and substantial price volatility.

You should be aware that investing in developing countries generally involves
exposure to economic structures that are generally less diverse and mature, and
to political systems with less stability than those of developed countries.
- --------------------------------------------------------------------------------

THE INTERNATIONAL FUNDS'
INVESTMENT OBJECTIVES AND POLICIES

DEVELOPING MARKETS FUND

Goal: The investment objective of the Developing Markets Fund is
long-term growth of capital by investing primarily in common stocks and
other equity securities in developing countries. Under normal market
conditions, the Fund invests at least 65% of its assets in equity
securities of developing countries.

Strategy: The Fund seeks to identify those countries and industries
where economic and political factors are likely to produce above
average growth rates. The Fund seeks to invest in those companies and
in such industries and countries that are best positioned and managed
to take advantage of these economic and political factors. The assets
of the Fund ordinarily will be invested in the securities of issuers in
at least three different developing countries.

Investments: Equity securities include common and preferred stock,
warrants, rights or options that are convertible into common stock,
debt securities that are convertible into common stock, depository
receipts for those securities and other classes of stock that may
exist. The Fund may purchase non-U.S. securities in the form of
sponsored or unsponsored depository receipts or other securities
restricted or otherwise representing underlying shares of non-U.S.
issuers. This Fund may purchase a limited amount of illiquid
securities. The Fund may enter into forward foreign currency exchange
contracts to attempt to protect the value of its assets against future
changes in the level of currency exchange rates. The Fund may purchase
and sell financial futures contracts and options thereon which are
traded on a commodities exchange or board of trade for certain hedging,
return enhancement and risk management purposes. The Fund may purchase
and sell financial futures contracts and related options, without
limitation, for bona fide hedging purposes. Subject to the foregoing,
the value of all financial futures contracts sold will not exceed the
total market value of the Fund's portfolio.

As used in this Prospectus, a company in a developing country is an
entity for which either the principal securities trading market is in a
developing country, it is organized under the laws in a developing
country or it has its principal office in a developing country. The
Fund invests primarily in countries represented within the MSCI
Emerging Markets Free Index. Those countries currently include
Argentina, Brazil, Chile,

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16

<PAGE>
- --------------------------------------------------------------------------------
Risks for the International Equity Fund:

[GRAPHIC OMITTED]

Like any investment, an investment in the International Equity Fund is subject
to risk and you could lose money. While the Fund selects investments the Fund
believes will experience long-term appreciation, their value could decline.

The Fund is also subject to risks that affect equity securities markets in
general, such as general economic conditions and adverse changes (generally
increases) in interest rates.

Investments in non-U.S. securities may result in higher expenses due to currency
conversions, brokerage commissions which generally are higher than U.S.
commissions and the expense of maintaining securities with non-U.S. custodians.
- --------------------------------------------------------------------------------

China, Colombia, Czech Republic, Egypt, Greece, Hungary, India,
Indonesia, Israel, Jordan, Korea, Mexico, Pakistan, Peru, Philippines,
Poland, Russia, South Africa, Sri Lanka, Taiwan, Thailand, Turkey and
Venezuela. The Fund generally does not invest more than 25% of its
total assets in developing countries not represented within the MSCI
Emerging Markets Free Index.

For additional information on the use, risks and costs of the above
referenced policies and practices, see "Additional Information on
Investment Policies and Risks."

INTERNATIONAL EQUITY FUND

Goal: The investment objective of the International Equity Fund is
long-term growth of capital by investing primarily in common stocks and
other equity securities from established non-U.S. markets. During
normal market conditions, the Fund invests most of its assets in
securities of issuers from at least three different countries outside
the United States. The Fund may invest in securities of companies
incorporated in the United States but having their principal activities
and interests outside of the United States.

Strategy: In pursuing its investment objective, the International
Equity Fund attempts to diversify its equity investments primarily
among countries represented within the EAFE Index. Those countries
currently include Australia, Austria, Belgium, France, Germany, Hong
Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Portugal,
Singapore, Spain, Switzerland, the United Kingdom, and the Scandinavian
countries. The Fund generally does not intend to invest more than 10%
of its total assets in countries not represented within the EAFE Index.

This Fund seeks to identify countries and industries with favorable
growth prospects. Then the Fund invests in the companies in such
countries and industries that are reasonably valued. Typically these
companies offer reliable earnings and high quality management.

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17

<PAGE>

- --------------------------------------------------------------------------------
ADRs:

[GRAPHIC OMITTED]

ADRs are Depositary Receipts typically issued by a U.S. bank or trust company
which evidence ownership of the underlying securities issued by a non-U.S.
corporation.

EDRs and GDRs are Depositary Receipts typically issued by non-U.S. banks or
trust companies, although they also may be issued by U.S. banks or trust
companies, and evidence ownership of the underlying securities issued by either
a non-U.S. or a U.S. corporation.
- --------------------------------------------------------------------------------
The International Funds may from time to time take a defensive position by
holding all or a portion of the Fund in other types of securities, including
commercial paper, bankers' acceptances, short-term debt securities (corporate
and government) or government and high quality money market securities of U.S.
and non-U.S issuers, repurchase agreements, time deposits or cash (foreign
currencies or U.S. dollars). The International Funds may also temporarily hold
cash and invest in high quality foreign or domestic money market instruments
with up to 35% of their assets, pending investment of proceeds from new sales of
International Funds' shares or to meet ordinary daily cash needs.
- --------------------------------------------------------------------------------

rates. The Fund may purchase and sell financial futures contracts and
options thereon which are traded on a commodities exchange or board of
trade for certain hedging, return enhancement and risk management
purposes. The Fund may purchase and sell financial futures contracts
and related options, without limitation, for bona fide hedging
purposes. Subject to the foregoing, the value of all financial futures
contracts sold will not exceed the total market value of the Fund's
portfolio.

For additional information on the use, risks and costs of the above
referenced policies and practices, see "Additional Information on
Investment Policies and Risks."

- --------------------------------------------------------------------------------
18

<PAGE>

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Year 2000
Readiness Disclosure

[GRAPHIC OMITTED]

Many computer systems used today cannot tell the year 2000 from the year 1900
because of the way dates are encoded. This could be a problem when the year 2000
arrives and could affect securities trades, interest and dividend payments,
pricing and accounting services.

Although the Funds can't guarantee that this won't be a problem, the Funds'
service providers have been working on adapting their computer systems. They
expect that their systems, and the systems of their service providers, will be
ready for the new millennium.

In addition, issuers of securities may also encounter Year 2000 problems. If
these problems are significant and are not corrected, the securities markets in
general could decline and the issuers that have Year 2000 problems could see the
prices for their securities decline. If a Fund owns securities of an issuer with
a Year 2000 problem or securities markets in general decline, the NAV of the
Fund would likely decline and you could lose money.
- --------------------------------------------------------------------------------

ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND RISKS

The following general investment policies and risks supplement those
set forth above for each Fund.

Equity Securities. "Equity securities" include common stock, preferred
stock (including convertible preferred stock), bonds convertible into
common or preferred stock, rights and warrants, equity interests in
trusts and depositary receipts for equity securities.

Convertible Securities. A "convertible security" is a bond or preferred
stock which may be converted at a stated price within a specified
period of time into a certain quantity of the common or preferred stock
of the same or a different issuer. Convertible securities have
characteristics of both bonds and equity securities. Like a bond, a
convertible security tends to increase in market value when interest
rates decline and tends to decrease in market value when interest rates
rise. However, the price of a convertible security is also influenced
by the market value of the underlying stock. The price of a convertible
security tends to increase as the market value of the underlying stock
rises, whereas it tends to decrease as the market value of the
underlying stock declines.

Warrants. A "warrant" gives the holder thereof the right to buy equity
securities at a specific price during a specified period of time.
Warrants tend to be more volatile than the underlying security, and if
at a warrant's expiration date the security is trading at a price below
the price set in the warrant, the warrant will expire worthless.
Conversely, if at the expiration date the underlying security is
trading at a price higher than the price set in the warrant, the holder
of the warrant can acquire the stock at a price below its market value.

Mortgage-Backed Securities. The Funds may invest in mortgage-backed
securities. "Mortgage-backed securities" are securities that directly
or indirectly represent a participation in, or are secured by and
payable from mortgage loans on real property, including pass-through
securities such as Ginnie Mae, Fannie Mae and Freddie Mac Certificates.
The yield and credit characteristics of mortgage-backed securities
differ in a number of respects from traditional fixed income
securities. The major differences typically include more frequent
interest and principal payments, usually monthly, and the possibility
that prepayment of principal may be made at any time. Prepayment rates
are influenced by changes in current interest rates and a variety of
other factors. In general, changes in the rate of prepayment on a
security will change the yield to maturity of that security. Under
certain interest rate or prepayment rate scenarios, a Fund may fail to
recoup fully its investment in such securities notwithstanding the
credit quality of the issuers of such securities. Based on historic
prepayment patterns, amounts available for reinvestment are likely to
be greater during a period of declining interest rates and, thus, are
likely to be reinvested at lower interest rates, than during a period
of rising interest rates.

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19

<PAGE>

Mortgage-backed securities may decrease in value as a result of
increases in interest rates and may benefit less than other fixed
income securities from declining interest rates because of the risk of
prepayment.

Asset-Backed Securities. The Fund may invest in asset-backed
securities. "Asset-backed securities" have similar structural
characteristics to mortgage-backed securities, but the underlying
assets include assets such as motor vehicle installment sales or
installment loan contracts, leases of various types of real and
personal property and receivables from revolving credit agreements,
rather than mortgage loans or interests in mortgage loans. Asset-backed
securities present certain risks that are not present in
mortgage-backed securities; primarily, these securities do not have the
benefit of the same security interest in the related collateral. There
is the possibility that recoveries of repossessed collateral may not,
in some cases, be available to support payments on these securities.
For example, in the event that the collateral underlying an
asset-backed security must be disposed of, it may be difficult to
convert that collateral into a stream of payments to be paid to the
holders of the security.

Investment-Grade Debt Securities. All of the Funds may invest in debt
securities of investment-grade quality. "Investment-grade debt
securities" are debt securities rated in one of the four highest rating
categories by a nationally recognized statistical rating organization.
Investment-grade debt securities may also include debt securities
believed by the Adviser (on the basis of criteria believed by the
Adviser to be comparable to that applied by such rating agencies) to be
of comparable quality to debt securities so rated by the rating
agencies.

Debt securities rated Baa or higher by Moody's or BBB or higher by S&P
are investment-grade securities. Securities rated BBB are regarded by
S&P as having an adequate capacity to pay interest and repay principal;
while such securities normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more likely,
in the opinion of S&P, to lead to a weakened capacity to pay interest
and repay principal for debt in this category than in higher rated
categories.

Securities rated Baa by Moody's are considered to be medium-grade
obligations. These securities are neither highly protected nor poorly
secured. The rating organization determines that interest payments and
principal security appear to be adequate for the present but certain
protective elements may be lacking or may be characteristically
unreliable over any great length of time. For a more complete
description of Moody's and S&P's ratings, see the Appendix to the
Statement of Additional Information of each of the DLJ Winthrop Funds.
The investment-grade limitations referenced for each Fund are
applicable at the time of initial investment and a Fund may determine
to retain securities of issuers which have had their credit
characteristics downgraded.

Repurchase Agreements. The Funds may enter into "repurchase agreements"
with member banks of the Federal Reserve System or "primary dealers"
(as designated by the Federal Reserve Bank of New York) in such
securities. Repurchase agreements permit a Fund to keep all of its
assets at work while retaining "overnight" flexibility in pursuit of
investments of a longer-term nature. The Adviser requires continual
maintenance of collateral with a Fund's custodian in an amount equal
to, or in excess of, the market value of the securities that are the
subject of a repurchase agreement. In the event a vendor defaults on
its repurchase obligation, a Fund might suffer a loss to the extent
that the proceeds from the sale of the collateral are less than the
repurchase price. If the vendor becomes the subject of bankruptcy
proceedings, the Fund might be delayed in selling the collateral.

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20

<PAGE>

Non-U.S. Securities. All of the Funds may invest in "non-U.S.
securities". There are additional risks involved in investing in
non-U.S. securities. These risks include those resulting from
fluctuations in currency exchange rates, revaluation of currencies, and
the possible imposition of currency exchange blockages. In addition,
there are risks associated with future adverse political and economic
developments and a limited availability of public information
concerning issuers. Non-U.S. issuers typically are subject to different
accounting, auditing and financial reporting standards. Securities of
many non-U.S. companies may be less liquid and their prices more
volatile than those of domestic companies. There is the possibility of
expropriation, nationalization, confiscatory taxation and limitations
on the use or removal of Funds or other assets of a non-U.S. issuer,
including the withholding of dividends.

Non-U.S. securities may be subject to taxes imposed by foreign
governments that would reduce the net yield on such securities.
Investment in non-U.S. securities may result in higher expenses due to
the cost of converting foreign currency into U.S. dollars, the payment
of fixed brokerage commissions on foreign exchanges (which generally
are higher than commissions on U.S. exchanges) and the expense of
maintaining securities with non-U.S. custodians.

Investments in non-U.S. securities include securities issued by
European issuers. On January 1, 1999, the countries participating in
the European Monetary Union ("EMU") implemented a new currency unit,
the Euro, which is reshaping financial markets, banking systems and
monetary policies in Europe and other parts of the world. Although it
is not possible to predict the eventual impact of the Euro
implementation plan on the Funds, the transition to the Euro may change
the economic environment and behavior of investors, particularly in
European markets. Certain European investments may be subject to
additional risks as a result of this conversion. These risks include
adverse tax and accounting consequences, as well as difficulty in
processing transactions. The Funds are aware of such potential problems
and are coordinating ways to prevent or alleviate their adverse impact
on the Funds.

Investment Companies. Certain funds may invest a limited amount of
their assets in shares of other investment companies. Investments in
other mutual funds may involve the payment of substantial premiums
above the value of such investment companies' portfolio securities. In
addition, such investments are subject to limitations under the 1940
Act and market availability. Currently, the International Funds may
invest in such investment companies if, in the judgment of the Adviser
or Subadviser, the potential benefits of such investments justify the
payment of any applicable premium or sales charge. As a shareholder in
an investment company, an International Fund would bear its ratable
share of that investment company's expenses, including its advisory and
administrative fees. At the same time shareholders of an International
Fund would continue to pay their own management fees and other
expenses.

Options. A call option is a contract that gives the holder the right to
buy from the seller the security underlying the call option at a
pre-determined price while a put option is a contract that gives the
buyer the right to require the seller to purchase the security
underlying the put option at a pre-determined price. The Growth Fund
and the Growth and Income Fund may write covered call options on
individual securities or stock indices. For these Funds, this practice
will only be used to minimize the effect of a market decline in the
value of securities in their respective portfolios. We cannot guarantee
that, should a Fund seek to enter into such transactions, it could do
so at all or on terms that are acceptable. The Small Company Value Fund
may purchase or sell put and call options on individual securities or
stock indices as a means of achieving additional return or of hedging
the value of its portfolio. The International Funds may purchase and
sell put and call options on securities, currencies and financial
indices that are traded on U.S. or non-U.S. securities exchanges or in
the over-the-counter market. (Options traded in the over-the-counter
market are considered illiquid investments.)

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21

<PAGE>

FUND MANAGEMENT

Wood, Struthers & Winthrop Management Corp., a Delaware corporation
with principal offices at 277 Park Avenue, New York, New York 10172
("WSWMC"), serves as the investment adviser for the Domestic Funds and
the International Funds. AXA Asset Management Partenaires, a societe
anonyme organized under the laws of France with principal offices at
46, avenue de la Grande Armee, Paris, France 75017 serves as
sub-investment adviser for the International Funds and is a
wholly-owned subsidiary of AXA-UAP ("AXA").

WSWMC (the "Adviser") is a subsidiary of Donaldson, Lufkin & Jenrette
Securities Corporation, which is a member of the New York Stock
Exchange and a wholly-owned subsidiary of DLJ, Inc., a major
international supplier of financial services. DLJ is an independently
operated, indirect subsidiary of The Equitable Companies Incorporated,
a holding company controlled by AXA, a member of a large French
insurance group. AXA is indirectly controlled by a group of four French
mutual insurance companies.

The fees paid for the fiscal year
ended October 31, 1998 are as follows:

FUND % OF AVERAGE FEES PAID
NET ASSETS
---- ------------ ----------

Growth Fund .73% $791,152

Growth and Income Fund .60% $1,138,550

Small Company Value Fund .75% $2,257,326

International Equity Fund 1.25% $678,442

Developing Markets Funds 1.25% $327,927

The following individuals are responsible for management of the DLJ
Winthrop Funds.

James A. Engle serves as the primary manager of the Growth and Income
Fund. He has been a manager of the Growth and Income Fund since July
1986. Mr. Engle also has served as co-portfolio manager of the Growth
Fund since March 1993 and of the Small Company Value Fund since 1989.
Mr. Engle is a Vice President of the Funds. He is also the Chief
Investment Officer and Managing Director of WSWMC. Mr. Engle heads
WSWMC's Investment Committee, which focuses its attention on
identifying undervalued securities and has been an employee of WSWMC
since 1983.

Roger W. Vogel serves as the primary portfolio manager of the Small
Company Value Fund. He has acted as the portfolio co-manager of the
Growth Fund, the Growth and Income Fund, and the Small Company Value
Fund since July 1993. Mr. Vogel is a Vice President of the Focus Funds,
and a Senior Vice President of the Advisers and the Chief Investment
Officer--Equities of DLJIM. Prior to becoming associated with the
Funds, Mr. Vogel was a Vice President and portfolio manager with
Chemical Banking Corp.

Hugh M. Neuburger, is the primary portfolio manager of the Growth Fund.
He has also served as the co-portfolio manager of the Growth Fund, the
Growth and Income Fund and the Small Company Value Fund since August
1995. Mr. Neuburger is a Managing Director and Director of Quantitative
Analysis of the Advisers and has been an employee of WSWMC since March
1995. Prior to March 1995, Mr. Neuburger was the president of Hugh M.
Neuburger, Inc., a consulting firm providing domestic and global
tactical asset allocation advice and other consulting services to large
corporate and state pension plans. From 1986 through 1991, Mr.
Neuburger was Managing Director of Matrix Capital

- --------------------------------------------------------------------------------
22

<PAGE>

Management, an investment management firm. Prior to 1986, Mr. Neuburger
managed asset allocation portfolios for Prudential Insurance Company of
America.

Robert de Guigne, an employee of the Subadviser, serves as portfolio
manager of the International Funds. Mr. de Guigne assumed the
day-to-day investment responsibilities of the Developing Markets Fund
in August 1996 and the International Equity Fund in June 1997. Mr. de
Guigne has been an asset manager responsible for emerging market
equities for a subsidiary of AXA since April 1996. Previously, Mr. de
Guigne was a portfolio manager for State Street Bank in Paris.

DISTRIBUTION CHARGES

Each Fund has adopted 12b-1 Plans pursuant to the rules of the 1940
Act. These plans allow each Fund to collect distribution and service
fees for the sale and servicing of the individual classes of each
Fund's shares. Since these fees are paid out of each Fund's assets on
an on-going basis, over time these fees will increase the cost of your
investment. These fees may cost you more than paying other types of
sales charges. The above payments were made in the fiscal year
ending October 31, 1998.

FUND % OF AVERAGE FEES PAID
NET ASSETS
- ---- ------------ ---------

Growth Fund 0.30% $281,391

Growth and Income Fund 0.30% $486,265

Small Company Fund 0.30% $833,911

International Equity Fund 0.25% $118,183

Developing Markets Fund 0.25% $ 55,599

- --------------------------------------------------------------------------------
Distribution and Service Fees:

[GRAPHIC OMITTED]

Distribution and service fees are used to pay the distributor for expenses
incurred to promote the sale of shares and the servicing of accounts of each
Fund.

The expenses incurred by the Distributor under the 12b-1 Plans include the
preparation, printing and distribution of prospectuses, sales brochures and
other promotional materials sent to prospective shareholders. They also include
purchasing radio, television, newspaper and other advertising and compensating
the Distributor's employees or employees of the Distributor's affiliates for
their distribution assistance.

Distribution fees also allow the Distributor to compensate broker/dealers or
other persons or entities for providing distribution assistance, as well as
financial intermediaries for providing administrative and accounting services
for their account holders.
- --------------------------------------------------------------------------------

DIVIDEND AND DISTRIBUTION
INFORMATION

Dividends are paid to shareholders of the Growth and Income Fund
quarterly and to shareholders of the Growth Fund, the Small Company
Value Fund and the International Funds once a year. Capital gains
earned in any of the Funds are normally distributed to shareholders
once a year. For purposes of this calculation, net investment income
consists of all accrued interest income on Fund assets less the Fund's
expenses applicable to that dividend period.

For your convenience, dividends and capital gains are automatically
reinvested in your Fund. If you ask us to pay the distributions in
cash, the Fund will send you a check instead of purchasing more shares
of your Fund. You will receive a confirmation that shows the payment
amount and a summary of all transactions. Checks are normally mailed
within five business days of the payment date.

- --------------------------------------------------------------------------------
23

<PAGE>

TAXES

As with any investment, you should consider how your investment in the
Funds will be taxed. If your account is not a tax-deferred retirement
account, you should be aware of these tax consequences. For federal
income tax purposes, a Fund's income and short-term capital gain
distributions are taxed as ordinary income. Long-term capital gain
distributions are taxed as capital gains. Your distributions may also
be subject to state and local income taxes. The distributions are
taxable when they are paid, whether you receive them in cash or
participate in the dividend reinvestment program. Each January, your
Fund will mail you a form indicating the federal tax status of your
dividend and capital gain distributions. For individuals, long-term
capital gains are generally subject to a maximum tax rate of 20%. If
you hold shares in a tax-deferred retirement account, your
distributions will be taxed when you receive a distribution from your
tax-deferred account.

When you redeem your shares, the tax treatment of any gains or losses
may be affected by the length of time for which you hold your shares.

As a shareholder, you must provide DLJdirect with a correct taxpayer
identification number (generally your Social Security number) and
certify that you are not subject to backup withholding. If you fail to
do so, the IRS can require DLJdirect to withhold 31% of your taxable
distributions and redemptions. Federal law also requires DLJdirect to
withhold 30% or the applicable tax treaty rate from dividends paid to
certain non-resident alien, non-U.S. partnership and non-U.S.
corporation shareholder accounts.

Please see the Statement of Additional Information for your Fund for
more information on the tax consequences of your investment. You should
also consult your own tax adviser for further information.

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

-------------------------------------------------
The Taxpayer Relief
Act of 1997:

[GRAPHIC OMITTED]

The Taxpayer Relief Act of 1997 made certain
changes to capital gains tax rates. Under this
law, certain taxpayers will pay a lower tax rate
when it comes to capital gains.

The Fund will provide information relating to the
portion of any Fund distribution that is eligible
for the reduced capital gains tax rate.
-------------------------------------------------

- --------------------------------------------------------------------------------
24

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
Fund's financial performance for the past 5 years (or, if shorter, the
period of the Fund's operations). Certain information reflects
financial results for a single Fund Class A share. The total returns in
the table represent the rate than an investor would have earned (or
lost) on an investment in the indicated Fund (assuming reinvestment of
all dividends and distributions). This information has been audited by
Ernst & Young LLP, the Funds' independent auditors, whose unqualified
reports, along with the Funds' financial statements, are included in
the Statements of Additional Information, which are available upon
request. Additional information about the performance of the Funds is
contained in each Fund's annual report to shareholders, which may be
obtained without charge.

- --------------------------------------------------------------------------------
25
<PAGE>

<TABLE>
<CAPTION>
Net Asset Net Net Realized Total Dividends Distributions
Value Investment and Unrealized from from Net from
Beginning of Income/ Gains/(Losses) Investment Investment Capital
Period (Loss) on Securities Operations Income Gains
------------ ---------- -------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
GROWTH FUND

Year Ended October 31, 1998 $14.56 ($0.003)* $2.882 $2.879 ($0.017) ($0.902)
Year Ended October 31, 1997 12.69 0.028 3.065 3.093 (0.048) (1.175)
Year Ended October 31, 1996 11.35 0.053 2.107 2.160 (0.038) (0.782)
Year Ended October 31, 1995 10.82 0.037 1.190 1.227 (0.012) (0.685)
Year Ended October 31, 1994 10.97 0.014 0.435 0.449 -- (0.599)

GROWTH AND INCOME FUND

Year Ended October 31, 1998 $20.09 $0.202* $3.509 $3.711 ($0.170) ($1.031)
Year Ended October 31, 1997 17.18 0.211 4.588 4.799 (0.214) (1.675)
Year Ended October 31, 1996 14.57 0.266 2.935 3.201 (0.241) (0.350)
Year Ended October 31, 1995 13.38 0.254 1.769 2.023 (0.266) (0.567)
Year Ended October 31, 1994 13.42 0.244 0.358 0.602 (0.223) (0.419)

SMALL COMPANY VALUE FUND

Year Ended October 31, 1998 $23.34 $0.066* ($2.548) ($2.482) ($0.063) ($1.255)
Year Ended October 31, 1997 18.41 0.073 5.661 5.734 (0.081) (0.723)
Year Ended October 31, 1996 16.61 0.084 2.162 2.246 (0.037) (0.409)
Year Ended October 31, 1995 15.65 0.035 1.621 1.656 -- (0.696)
Year Ended October 31, 1994 16.11 0.105 0.603 0.708 (0.026) (1.142)

INTERNATIONAL EQUITY FUND

Year Ended October 31, 1998 $11.42 ($0.060)** $0.990 $0.930 ($0.060) ($0.090)
Year Ended October 31, 1997 10.38 (0.070)** 1.110 1.040 -- --
Year Ended October 31, 1996 9.58 (0.040)** 0.840 0.800 -- --
Year Ended October 31, 1995* 10.00 -- (0.420) (0.42O) -- --

DEVELOPING MARKETS FUND

Year Ended October 31, 1998 $ 9.52 0.020 ** ($2.400) ($2.380) -- --
Year Ended October 31, 1997 9.96 (0.020)** (0.400) (0.420) -- (0.020)
Year Ended October 31, 1996 9.53 (0.010)** 0.440 0.430 -- --
Year Ended October 31, 1995* 10.00 -- (0.470) (0.470) -- --
</TABLE>

+ Total return is calculated assuming an initial investment made at the
net asset value at the beginning of the period, reinvestments of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period.

* Commencement of operations for the International Equity Fund and the
Developing Markets Fund was September 8, 1995.

** Based on average shares outstanding.

- --------------------------------------------------------------------------------
26

<PAGE>

Ratio of Ratio of Net
Net Assets Expenses Investment Income Portfolio
Total Net Asset Value Total End of Period to Average (Loss) to Average Turnover
Distributions End of Period Return + (000 omitted) Net Assets(2) Net Assets(2) Rate
- ------------- --------------- --------- --------------- ------------- ------------------ ----------
<S> <C> <C> <C> <C> <C> <C>

($0.919) $16.52 21.00% $97,078 1.29% (0.02%) 21.0%
(1.223) 14.56 26.48 82,926 1.36 0.21 41.1
(0.820) 12.69 20.32 68,096 1.48 0.47 60.6
(0.697) 11.35 12.21 55,946 1.63 0.35 101.7
(0.599) 10.82 4.15 52,455 1.65 0.06 28.2

($1.201) $22.60 19.14% $163,936 1.13% 0.92% 32.7%
(1.889) 20.09 30.53 145,586 1.22 1.15 19.8
(0.591) 17.18 22.60 113,803 1.36 1.68 44.0
(0.833) 14.57 16.10 87,975 1.58 1.94 31.8
(0.642) 13.38 4.58 67,020 1.64 1.88 25.9

($1.318) $19.54 (11.20)% $237,873 1.29% 0.30% 41.5%
(0.804) 23.34 32.48 283,001 1.35 0.37 21.1
(0.446) 18.41 13.80 227,716 1.47 0.48 35.1
(0.696) 16.61 11.10 202,730 1.64 0.23 25.1
(1.168) 15.65 4.67 144,624 1.70 (0.04) 31.6

($0.150) $12.20 8.20% $44,286 2.15% (0.49)% 69.7%
-- 11.42 10.02 44,316 2.15 (0.59) 73.9
-- 10.38 8.35 42,170 2.15 (0.39) 94.1
-- 9.58 (4.20) 28,819 2.15(1) (0.02)(1) --

-- $7.14 (25.00)% $16,355 2.15% 0.22% 43.6%
(0.020) 9.52 (4.18) 29,402 2.15 (0.17) 52.8
-- 9.96 4.51 36,918 2.15 (0.14) 26.8
-- 9.53 (4.70) 14,622 2.15(1) 0.32(1) --

</TABLE>

(1) Annualized

(2) Net of voluntary assumption by the investment adviser of expenses,
expressed as a percentage of average net assets, as follows: Developing
Markets Fund, .61%, .34%, .54% and .60% (annualized) for the years
ended 10/31/98, 97, 96 and 95, respectively; and International Equity
Fund .10%, .18%, .27% and .60% for the years ended 10/31/98, 97, 96 and
95, respectively.

- --------------------------------------------------------------------------------
27
<PAGE>

FOR MORE INFORMATION

GENERAL INFORMATION AND OTHER AVAILABLE INFORMATION

The Funds will send out a semi-annual report and an annual report to
clients of DLJdirect who hold shares in a Fund Account. These reports
include a list of the Fund's investments and financial statements. The
annual report contains a statement from the Funds' Adviser discussing
market conditions and investment strategies that significantly affected
each Fund's performance during its last fiscal year.

The Funds have Statements of Additional Information that contain
additional information on all aspects of the Funds and are incorporated
by reference into this Prospectus. The Statements of Additional
Information have been filed with the Securities and Exchange Commission
and are available for review at the SEC's Public Reference Room in
Washington, DC (1-800-SEC-0330) or on the SEC's web site at
http://www.sec.gov. You can also obtain copies of Fund documents filed
with the SEC by writing:

Securities and Exchange Commission
Public Reference Section
Washington, DC 20549-6009
Payment of a duplicating fee may be required.

Shareholders may obtain any of these documents free of charge and may
request other information about the Funds by calling 800-225-8011 or by
writing to:

DLJ Winthrop Funds
First Data Investor Services Group, Inc.
P.O. Box 61503
King of Prussia, PA 19406-0903

For inquires related to your DLJdirect Fund account, DLJdirect, Inc.
is located at:

One Pershing Plaza
Jersey City, NJ 07399

Shareholders may also call DLJdirect at:

800-TALK-723

or go to:

www.DLJdirect.com

DLJ WINTHROP FUNDS

SEC file numbers: Focus Funds 811-04604
Opportunity Funds 811-9054

DLJdirect is a trademark of DLJ Long Term Investment Corporation.