EASTCLIFF FUNDS INC, 497, 1997-12-30

EASTCLIFF FUNDS INC
497, 1997-12-30

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(EASTCLIFF LOGO)

P R O S P E C T U S

EASTCLIFF FUNDS

EASTCLIFF GROWTH FUND

EASTCLIFF TOTAL RETURN FUND

EASTCLIFF REGIONAL SMALL
CAPITALIZATION VALUE FUND

EASTCLIFF CONTRARIAN
VALUE FUND

NO-LOAD MUTUAL FUNDS

P R O S P E C T U S DECEMBER 30, 1997
(EASTCLIFF LOGO)
EASTCLIFF FUNDS

900 Second Avenue South
300 International Centre
Minneapolis, Minnesota 55402
(612) 336-1444

Eastcliff Funds, Inc. (the "Corporation") is an open-end, diversified management
investment company consisting of four separate portfolios, the Eastcliff Growth
Fund (the "Growth Fund"), the Eastcliff Total Return Fund (the "Total Return
Fund"), the Eastcliff Regional Small Capitalization Value Fund (the "Regional
Small Cap Fund") and the Eastcliff Contrarian Value Fund (the "Contrarian Value
Fund") (collectively, the "Eastcliff Funds" or "Funds"), offering distinct
investment choices.

EASTCLIFF GROWTH FUND

The investment objective of the Growth Fund is to produce long-term growth of
capital. The Growth Fund seeks to achieve its objective by investing
principally in equity securities.

EASTCLIFF TOTAL RETURN FUND

EASTCLIFF REGIONAL SMALL CAPITALIZATION VALUE FUND

The investment objective of the Regional Small Cap Fund is to produce capital
appreciation. The Regional Small Cap Fund seeks to achieve its objective by
investing principally in equity securities of small capitalization companies
headquartered in Minnesota, North and South Dakota, Montana, Wisconsin,
Michigan, Iowa, Nebraska, Colorado, Illinois, Indiana and Ohio.

EASTCLIFF CONTRARIAN VALUE FUND

The investment objective of the Contrarian Value Fund is to produce long-term
capital appreciation. The Contrarian Value Fund seeks to achieve its objective
by investing in out-of-favor, undervalued companies with restructuring and
turnaround potential.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, INCLUDING RESOURCE TRUST COMPANY AND ANY OF ITS
AFFILIATES, NOR ARE THEY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. AN INVESTMENT IN THE FUNDS
INVOLVES INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL, DUE TO
FLUCTUATIONS IN EACH FUND'S NET ASSET VALUE.

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

This Prospectus sets forth concisely the information about the Funds that
prospective investors should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. This Prospectus does
not set forth all of the information included in the Registration Statement and
Exhibits thereto which the Funds have filed with the Securities and Exchange
Commission. A Statement of Additional Information, dated December 30, 1997,
which is a part of such Registration Statement, is incorporated by reference in
this Prospectus. Copies of the Statement of Additional Information will be
provided without charge to each person to whom a Prospectus is delivered upon
written or oral request made by writing to the address or calling the telephone
number, stated above. All such requests should be directed to the attention of
the Corporation's Vice President.

(EASTCLIFF LOGO)
EASTCLIFF FUNDS

TABLE OF CONTENTS

PAGE
-----
Expense Information i
Financial Highlights 1
Introduction 3
Investment Objectives and Policies 3
Investment Practices and Risks 6
Management of the Funds 10

Distribution Plan 14
Determination of Net Asset Value 14
Purchase of Shares 14
Redemption of Shares 15
Exchange Privilege 18
Dividend Reinvestment 18
Automatic Investment Plan 19
Systematic Withdrawal Plan 19
Retirement Plans 20
Dividends, Distributions and Taxes 22
Brokerage Transactions 22
Capital Structure 22
Shareholder Reports 23
Performance Information 23
Share Purchase Application centerfold

EXPENSE INFORMATION

<TABLE>
<CAPTION>
EASTCLIFF EASTCLIFF EASTCLIFF REGIONAL EASTCLIFF CONTRARIAN
GROWTH FUND TOTAL RETURN FUND SMALL CAP FUND VALUE FUND
------------ ------------------ ------------------- --------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on
Purchases or Reinvested Dividends None None None None
Deferred Sales Load None None None None
Redemption Fee None*<F1> None*<F1> None*<F1> None*<F1>
Exchange Fee None None None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00% 1.00%
12b-1 Fees 0.00%**<F2> 0.00%**<F2> 0.00%**<F2> 0.00%**<F2>
Other Expenses (after reimbursement) 0.30%***<F3> 0.30%***<F3> 0.30%***<F3> 0.30%***<F3>
-------- --------- -------- --------
TOTAL FUND OPERATING EXPENSES
(AFTER REIMBURSEMENT) 1.30%***<F3> 1.30%***<F3> 1.30%***<F3> 1.30%***<F3>
======== ======== ======== ========

*<F1>A fee of $12.00 is charged for each wire redemption.

**<F2>Although each of the Funds has adopted a 12b-1 Plan, each presently
intends not to pay any 12b-1 Fees during the fiscal year ending June 30, 1998.

***<F3>Other Expenses and Total Fund Operating Expenses reflect the fact that
the Adviser has voluntarily agreed to waive its advisory fee and/or reimburse
other operating expenses to the extent necessary to ensure that Total Fund
Operating Expenses do not exceed 1.30% of the average daily net assets of each
of the Growth Fund, the Total Return Fund, the Regional Small Cap Fund and the
Contrarian Value Fund. Total Fund Operating Expenses and Other Expenses for the
Growth Fund and the Total Return Fund for the fiscal year ended June 30, 1997
would have been 1.33% and 0.33%, respectively, for the Growth Fund and 1.49% and
0.49%, respectively, for the Total Return Fund, without the expense
reimbursement. Total Fund Operating Expenses and Other Expenses for the Regional
Small Cap Fund for the period from September 16, 1996 (commencement of
operations) to June 30, 1997 would have been 1.61% (annualized) and 0.61%
(annualized), respectively, without the expense reimbursement. Absent fee
waivers and/or reimbursements, Total Fund Operating Expenses and Other Expenses
for the Contrarian Value Fund for the fiscal year ending June 30, 1998 are
estimated to be 2.0% and 1.0%, respectively.
</TABLE>

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

Eastcliff Growth Fund $13 $41 $71 $157
Eastcliff Total Return Fund $13 $41 $71 $157
Eastcliff Regional Small
Capitalization Value Fund $13 $41 $71 $157
Eastcliff Contrarian Value Fund $13 $41 N/A N/A

The purpose of the preceding table is to assist investors in understanding
the various costs that an investor in a particular Fund will bear, directly or
indirectly. THEY SHOULD NOT BE CONSIDERED TO BE A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. The
Annual Fund Operating Expenses for the Growth Fund, the Total Return Fund and
the Regional Small Cap Fund are based on the actual expenses for the year ended
June 30, 1997. The Annual Fund Operating Expenses for the Contrarian Value Fund
are based on the estimated amounts set forth above. The example assumes a 5%
annual rate of return pursuant to requirements of the Securities and Exchange
Commission. This hypothetical rate of return is not intended to be
representative of past or future performance of any of the Funds.

FINANCIAL HIGHLIGHTS
(Selected Data for each share of a Fund outstanding throughout each period)

The Financial Highlights of the Funds should be read in conjunction with the
Funds' audited financial statements and notes thereto included in the Funds'
Annual Report to Shareholders which contains the auditor's report as to the
Financial Highlights. The Funds' audited financial statements, notes thereto
and auditor's report thereon contained in the Funds' Annual Report to
Shareholders are incorporated by reference into the Statement of Additional
Information. The Financial Highlights of each Fund set forth below have been
audited. Further information about the performance of the Funds
is also contained in the Funds' Annual Report to Shareholders, copies of which
may be obtained without charge upon request. Prior to December 17, 1987, the
investment adviser to the Total Return Fund was Resource Capital Advisers, Inc.
and from December 17, 1987 until December 31, 1994, the investment adviser to
the Total Return Fund was Fiduciary Management, Inc. The Contrarian Value Fund
commenced operations on December 30, 1997.

EASTCLIFF GROWTH FUND

FOR THE YEAR FOR THE PERIOD FROM
ENDED JULY 1, 1995+<F4>TO
JUNE 30, 1997 JUNE 30, 1996
------------- ---------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $12.56 $10.00
Income from investment operations:
Net investment loss (a)<F5> (0.14) (0.08)
Net realized and unrealized gains on investments 1.50 2.64
------- -------
Total from investment operations 1.36 2.56
Less distributions:
Dividend from net investment income -- --
Distribution from net realized gains -- --
------- -------
Total from distributions -- --
------- -------
Net asset value, end of period $13.92 $12.56
======= =======

TOTAL INVESTMENT RETURN 10.8% 25.6%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's $) 46,389 46,193
Ratio of expenses (after reimbursement) to
average net assets (b)<F6> 1.3% 1.3%
Ratio of net investment loss to average net
assets (c)<F7> (1.0%) (0.8%)
Portfolio turnover rate 54.3% 40.3%
Average commission rate paid (d)<F8> $0.0600 --

+<F4>Commencement of operations.
(a)<F5>Net investment loss per share is calculated using ending balances prior
to consideration of adjustments for permanent book and tax differences.
(b)<F6>Computed after giving effect to adviser's expense limitation undertaking.
If the Fund had paid all of its expenses, the ratio would have been for the
years ended June 30, 1997 and 1996, 1.3% and 1.4%, respectively.
(c)<F7>If the Fund had paid all of its expenses, the ratio would have been for
the years ended June 30, 1997 and 1996, (1.0%) and (0.9%), respectively.
(d)<F8>Disclosure required for fiscal years beginning after September 1, 1995.

EASTCLIFF TOTAL RETURN FUND

<TABLE>
<CAPTION>
FOR THE
PERIOD
FROM
OCTOBER 1,
YEARS ENDED 1994 TO
JUNE 30, JUNE 30, YEARS ENDED SEPTEMBER 30,
---------------- -------- ------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value,
beginning of year $14.62 $11.96 $11.92 $12.38 $11.96 $11.56 $9.47 $11.40 $9.88 $13.94
Income from
investment operations:
Net investment income 0.23 0.09 0.14 0.15 0.19 0.13 0.28 0.33 0.24 0.06
Net realized and
unrealized gains (losses)
on investments 3.47 2.90 0.71 0.12 1.28 1.27 2.30 (1.82) 1.40 (1.17)
------- ------ ------ ------- ------- ------- ------- ------- ------- -------
Total from investment
operations 3.70 2.99 0.85 0.27 1.47 1.40 2.58 (1.49) 1.64 (1.11)
Less distributions:
Dividends from net
investment income (0.12) (0.17) (0.14) (0.18) (0.15) (0.23) (0.36) (0.26) (0.11) --
Distributions from net
realized gains (1.34) (0.16) (0.67) (0.55) (0.90) (0.77) (0.13) (0.18) (0.01) (2.95)
------- ------ ------ ------- ------- ------- ------- ------- ------- -------
Total from distributions (1.46) (0.33) (0.81) (0.73) (1.05) (1.00) (0.49) (0.44) (0.12) (2.95)
------- ------ ------ ------- ------- ------- ------- ------- ------- -------
Net asset value, end of year $16.86 $14.62 $11.96 $11.92 $12.38 $11.96 $11.56 $9.47 $11.40 $9.88
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
TOTAL INVESTMENT
RETURN (d)<F12> 28.1% 25.4% 10.4%(a)<F9> 2.2% 13.4% 13.2% 28.7% (13.5%) 16.8% (3.0%)
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of year
(in 000's $) 21,626 17,799 15,806 2,478 2,683 2,631 2,225 2,055 2,728 1,041
Ratio of expenses
(after reimbursement)
to average net assets(b)<F10> 1.3% 1.3% 1.5%(a)<F9> 2.0% 2.0% 2.7% 2.0% 2.4% 3.0% 2.8%
Ratio of net investment
income to average
net assets(c)<F11> 1.5% 0.7% 2.5%(a)<F9> 1.3% 1.5% 1.2% 2.4% 2.8% 2.8% 1.7%
Portfolio turnover rate 58.3% 95.1% 89.4% 13.2% 28.0% 34.9% 38.0% 62.7% 27.2% 51.9%
Average commission rate paid(e)$0.0624 -- -- -- -- -- -- -- -- --
<F13>
(a)<F9>Annualized.
(b)<F10>Computed after giving effect to adviser's expense limitation
undertaking. If the Fund had paid all of its expenses, the ratios would have
been, for the years ended June 30, 1997 and 1996, for the period from
October 1, 1994 to June 30, 1995 and for the years ending September 30, 1994,
1993, 1992, 1991, 1990, 1989 and 1988 as follows: 1.5%, 1.6%, 2.6%(a)<F9>, 3.0%,
2.8%, 3.3%, 3.2%, 3.1%, 4.4% and 11.8%, respectively.
(c)<F11>If the Fund had paid all of its expenses, the ratios would have been,
for the years ended June 30, 1997 and 1996, for the period from October 1, 1994
to June 30, 1995 and for the years ending September 30, 1994, 1993, 1992, 1991,
1990, 1989 and 1988 as follows: 1.3%, 0.4%, 1.4%(a)<F9>, 0.2%, 0.8%, 0.6%, 1.3%,
2.1%, 1.4% and (7.4%), respectively.
(d)<F12>Effective December 31, 1994, the Fund changed investment advisers from
Fiduciary Management, Inc. to Resource Capital Advisers, Inc.
(e)<F13>Disclosure required for fiscal years beginning after September 1, 1995.

EASTCLIFF REGIONAL SMALL CAPITALIZATION VALUE FUND

FOR THE PERIOD FROM
SEPTEMBER 16, 1996+<F14>TO
JUNE 30, 1997
----------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $10.00
Income from investment operations:
Net investment income 0.02
Net realized and unrealized gains on investments 2.23
-------
Total from investment operations 2.25
Less distributions:
Dividend from net investment income (0.02)
Distribution from net realized gains --
-------
Total from distributions (0.02)
-------
Net asset value, end of period $12.23
=======

TOTAL INVESTMENT RETURN 22.5%**<F16>
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's $) 29,231
Ratio of expenses (after reimbursement) to average net assets (a)<F17>1.3%*<F15>
Ratio of net investment income to average net assets (b)<F18> 0.3%*<F15>
Portfolio turnover rate 29.4%
Average commission rate paid $0.0693

+<F14>Commencement of operations.
*<F15>Annualized.
**<F16>Not annualized.
(a)<F17>Computed after giving effect to adviser's expense limitation
undertaking. If the Fund had paid all of its expenses, the ratio would have been
1.6%*<F15>.
(b)<F18>If the Fund had paid all of its expenses, the ratio would have been
(0.0%)*<F15>.

INTRODUCTION

The Corporation is an open-end, diversified management investment company,
better known as a mutual fund, registered under the Investment Company Act of
1940 (the "Act"). It was incorporated under the laws of Wisconsin on May 23,
1986. The Corporation consists of four funds: Eastcliff Growth Fund, Eastcliff
Total Return Fund, Eastcliff Regional Small Capitalization Value Fund and
Eastcliff Contrarian Value Fund. Each of the Funds obtains its assets by
continuously selling its shares to the public. Proceeds from such sales are
invested by the particular Fund in securities of other issuers. In this manner,
each Fund: combines the resources of many investors, with each individual
investor having an interest in every one of the securities owned by such Fund;
provides each individual investor with diversification by investing in the
securities of many different issuers; and, furnishes experienced management to
select and watch over its investments. As an open-end investment company, the
Corporation will redeem any of its outstanding shares on demand of the owner at
their next determined net asset value. Registration of the Corporation under the
Act does not involve supervision of the Corporation's management or policies by
the Securities and Exchange Commission.

INVESTMENT OBJECTIVES AND POLICIES

EASTCLIFF GROWTH FUND

The investment objective of the Growth Fund is to produce long-term growth of
capital. The Growth Fund will seek to meet its objective by investing
principally in equity securities. The Growth Fund generally will invest in
domestic equity securities that are listed on a securities exchange or traded in
the over-the-counter market. Under normal market conditions, the Growth Fund
will invest at least 65% of its total assets in equity securities, which may
include common stocks, preferred stocks, convertible securities, and warrants.
In addition, at least 80% of the Growth Fund's total assets will be invested in
domestic securities and no more than 20% of the Growth Fund's total assets may
be invested in foreign securities. The Growth Fund may also invest in corporate
bonds, debentures and notes, debt securities issued or guaranteed by the United
States government and its agencies or instrumentalities, and short-term money
market instruments, such as U.S. Treasury Bills, bank certificates of deposit,
commercial paper, commercial paper master notes and repurchase agreements. There
can be no assurance that the Growth Fund will achieve its investment objective.
See "Investment Practices and Risks."

Investments may be made in well-known established companies, as well as in
newer and relatively unseasoned companies. Potential investments for the Growth
Fund are evaluated using fundamental analysis including criteria such as:
earnings outlook, cash flow, asset values, sustainability of product cycles,
expansion opportunities, management capabilities, industry outlook, competitive
position, and current price relative to long-term value of the company.
Investments generally will not be made on the basis of market timing techniques;
rather, it is anticipated that the Growth Fund will be relatively fully
invested at most times.

At times, the Growth Fund's investment adviser or portfolio manager may
invest in put or call options, futures contracts and options on futures
contracts to hedge the Growth Fund's position in an individual security,
provided that not more than 5% of the Growth Fund's net assets will be invested
in put or call options and options on futures contracts and not more than 5% of
its net assets will be invested in futures contracts. Such investments will be
effected as a defensive measure during periods of anticipated market weakness
and will not result in leveraging the Growth Fund. A description of the
foregoing securities and the risks associated therewith is included in the
Statement of Additional Information.

EASTCLIFF TOTAL RETURN FUND

The investment objective of the Total Return Fund is to realize a combination
of capital appreciation and income which will result in the highest total
return, while assuming reasonable risks. The term "reasonable risks" refers to
the judgment of the Total Return Fund's investment adviser or portfolio manager
that investment in certain securities would not present an excessive risk of
loss in light of current and anticipated future general market and economic
conditions, trends in yields and interest rates, and fiscal and monetary
policies. Because the Total Return Fund's objective is to realize the highest
total return, the percentage of such Fund's portfolio invested to produce
capital appreciation may at any time be greater or less than the percentage of
such Fund's portfolio invested to produce current income. In seeking to attain
the Total Return Fund's objective, such Fund intends to invest in common stocks,
both growth and income-oriented, preferred stocks, securities convertible into
common stocks, warrants, corporate bonds, debentures and notes, debt securities
issued or guaranteed by the United States government and its agencies or
instrumentalities, short-term money market instruments, such as U.S. Treasury
Bills, bank certificates of deposit, commercial paper, commercial paper master
notes and repurchase agreements and securities of foreign issuers. There can be
no assurance that the Total Return Fund will achieve its investment objective.
See "Investment Practices and Risks."

No minimum or maximum percentage of the Total Return Fund's assets is
required to be invested in common stocks or any other type of security. At
times, the Total Return Fund may be 100% invested in common stocks and other
types of equity securities. On the other hand, when the Total Return Fund's
investment adviser or portfolio manager believes that in the light of current
economic and market conditions such Fund's investment objective may be more
readily attainable in debt securities, up to 100% of the Total Return Fund's
assets may be invested in such securities. Among the economic and market
conditions considered by the Total Return Fund's investment adviser are:
historic dividend yields as compared to current dividend yields; historic price-
earnings ratios as compared to current price-earnings ratios; interest rate
movements; and inflation measures. If, based on the investment adviser's
evaluation, the investment adviser determines that prices of common stocks will
generally rise, the investment adviser will cause the Total Return Fund to
invest principally in common stocks or other equity securities. If, based on the
investment adviser's evaluation, the investment adviser determines that prices
of common stocks will generally decline or remain stable, the investment adviser
will cause such Fund to invest principally in debt securities.

The Total Return Fund's investment adviser and portfolio manager will
consider various financial characteristics, including: earnings growth; book
value; net current asset value per share; replacement cost; and dividends. The
investment adviser will study the financial statements of the issuing
corporation and other companies in the same industry, market trends and economic
conditions in general. No formula is used in such analysis. Common stocks will
generally be purchased for long-term capital appreciation. However in
appropriate situations purchases may be made with the expectation of price
appreciation over a relatively short period of time. The Total Return Fund's
investments in commons stocks and other equity-type investments, such as
preferred stocks, securities convertible into common stocks and warrants, may be
made without regard to any objective criteria such as size, exchange listing or
seasoning. The Total Return Fund may invest in both exchange-listed and over-
the-counter securities, in small or large companies, and in well-established or
unseasoned companies.

EASTCLIFF REGIONAL SMALL CAPITALIZATION VALUE FUND

The investment objective of the Regional Small Cap Fund is to produce capital
appreciation. The Regional Small Cap Fund seeks to achieve its objective by
investing, in normal market conditions, at least 65% of its total assets in
equity securities of small capitalization companies headquartered in Minnesota,
North and South Dakota, Montana, Wisconsin, Michigan, Iowa, Nebraska, Colorado,
Illinois, Indiana and Ohio.

The Regional Small Cap Fund's investment adviser and portfolio manager
invests primarily in the securities of small capitalization companies which
generally have the following characteristics in their opinion: company-specific
fundamentals that grow shareholder value; experienced, shareholder-oriented
management; and undervaluation by the market. For these purposes, small
capitalization companies are deemed those with market capitalizations of less
than $1 billion.

In addition to the risks associated with investing in small capitalization
companies, the Regional Small Cap Fund's policy of concentrating its equity
investments in a geographic region means that it may be subject to adverse
economic, political or other developments in that region. Although the region in
which the Regional Small Cap Fund principally invests has a diverse industrial
base (including, but not limited to, agriculture, mining, retail,
transportation, utilities, heavy and light manufacturing, financial services,
insurance, computer technology and medical technology), this industrial base is
not as diverse as that of the country as a whole. The Regional Small Cap Fund
may be less diversified by industry and company than other funds with a similar
investment objective and no geographic limitation.

The Regional Small Cap Fund may also invest up to 35% of its total assets in
equity securities without regard to the location of the issuer's headquarters or
the issuer's market capitalization, corporate bonds, debentures and notes, debt
securities issued or guaranteed by the United States government and its agencies
or instrumentalities, short-term money market instruments, such as U.S. Treasury
Bills, bank certificates of deposit, commercial paper, commercial paper master
notes and repurchase agreements. There can be no assurance that the Regional
Small Cap Fund will achieve its investment objective. See "Investment Practices
and Risks".

At times the Regional Small Cap Fund's investment adviser or portfolio
manager may purchase put and call options on equity securities and on stock
indices and write covered call options on equity securities owned by the
Regional Small Cap Fund in an effort to reduce risk. Not more than 5% of the
Regional Small Cap Fund's net assets will be invested in put and call options
and the premium received by the Regional Small Cap Fund with respect to
unexpired call options written by the Regional Small Cap Fund will not exceed 5%
of the Regional Small Cap Fund's net assets. Such investments will be effected
during periods of anticipated market weakness and will not result in leveraging
the Regional Small Cap Fund. A description of the foregoing securities and the
risks associated therewith is included in the Statement of Additional
Information.

EASTCLIFF CONTRARIAN VALUE FUND

The investment objective of the Contrarian Value Fund is to produce long-term
capital appreciation. The Contrarian Value Fund seeks to achieve its objective
by investing principally in equity securities of out-of-favor, undervalued
companies with restructuring and turnaround potential.

The Contrarian Value Fund's investment adviser and portfolio manager utilize
a proprietary screening process and bottom-up analysis to identify and value a
company's individual business segments and private market value. The portfolio
manager conducts intensive fundamental research to determine whether there is
opportunity for shareholder-oriented management to refocus and grow the company
to produce higher earnings that lead to higher stock prices. The Contrarian
Value Fund's portfolio manager will meet with the senior management of the
companies selected for the portfolio.

The Contrarian Value Fund will hold a relatively limited number of securities
(i.e., generally 35-40 or less, other than money market instruments) which
generally will sell at a substantial discount to their private market value,
have the potential of doubling their earnings power, and have significant price
appreciation potential over a three-year period. This investment approach
provides for an average holding period of three years and annual turnover of
approximately 35%. It is anticipated that the Contrarian Value Fund will be
relatively fully invested at all times, with cash as a residual of the
investment process, but, in any event, will, in normal market conditions have at
least 85% of its net assets invested in common stocks. The Contrarian Value Fund
may also invest in convertible securities, preferred stocks, corporate bonds,
debentures and notes, debt securities issued or guaranteed by the United States
government and its agencies or instrumentalities, and short-term money market
instruments, such as U.S. Treasury Bills, bank certificates of deposit,
commercial paper, commercial paper master notes and repurchase agreements.

The risks associated with the Contrarian Value Fund's investment style, over
and above a general market decline, include: the company's anticipated
restructuring events do not materialize; the underlying private market value
deteriorates; or key senior management departs. In addition, a period of severe
economic or financial distress could cause a temporary decline in shareholder
value-enhancing strategies such as asset sales, debt reduction, spin-offs and
share buybacks. These actions are integral to the success of the Contrarian
Value Fund's investment process. Since out-of-favor stocks of ten are not widely
followed, there is also the risk that improving fundamentals may not be
recognized as quickly as would be the case with more widely followed stocks and
that the market for out-of-favor stocks may be more volatile than the market for
stocks where there is greater trading volume. In taking a contrarian position
there is always the risk that the negative opinion of the majority is correct.
Therefore, there can be no assurance that the Contrarian Value Fund will achieve
its investment objective. See "Investment Practices and Risks."

At times the Contrarian Value Fund's investment adviser or portfolio manager
may purchase put and call options on equity securities owned by the Contrarian
Value Fund in an effort to reduce risk. Not more than 5% of the Contrarian Value
Fund's net assets will be invested in put and call options and the premium
received by the Contrarian Value Fund with respect to unexpired call options
written by the Contrarian Value Fund will not exceed 5% of the Fund's net
assets. Such investments will be effected during periods of anticipated market
weakness and will not result in leveraging the Contrarian Value Fund. A
description of the foregoing securities and the risks associated therewith is
included in the Statement of Additional Information.

INVESTMENT PRACTICES AND RISKS

In addition to the investment policies described above (and subject to
certain restrictions described below) each of the Funds may invest in the
following securities and may employ some or all of the following investment
techniques, some of which may present special risks as described below. A more
complete discussion of certain of these securities and investment techniques and
the associated risks is contained in the Statement of Additional Information.

EQUITY SECURITIES GENERALLY

The market prices of individual stocks, and of stocks in general, are
frequently subject to significant volatility. Investors should be aware that
since the major portion of each Fund's portfolio will normally be invested in
common stocks, such Fund's net asset value may be subject to greater fluctuation
than a portfolio containing a substantial amount of fixed income securities.
Each Fund is intended for investors who can accept the risks involved in
investments in equity and equity-related securities. An investment in shares of
any of the Funds does not constitute a complete investment program. Investors
may wish to complement an investment in the Funds with other types of
investments.

SMALL CAPITALIZATION COMPANIES

Each Fund may invest a substantial portion of its assets in small
capitalization companies. While small capitalization companies can provide
greater growth potential than larger, more mature companies, investing in the
securities of such companies also involves greater risk and potential price
volatility. These companies often involve higher risks because they lack the
management experience, financial resources, product diversification, markets,
distribution channels and competitive strengths of larger companies. In
addition, in many instances, the frequency and volume of their trading is
substantially less than is typical of larger companies. Therefore, the
securities of smaller companies, as well as start-up companies, may be subject
to wider price fluctuations. The spreads between the bid and asked prices of the
securities of these companies in the U.S. over-the-counter market typically are
larger than the spreads for more actively traded securities. As a result, a Fund
could incur a loss if it determined to sell such a security shortly after its
acquisition. When making large sales, a Fund may have to sell portfolio holdings
at discounts from quoted prices or may have to make a series of small sales over
an extended period of time due to the trading volume of smaller company
securities. Small capitalization companies tend to have less potential for
current dividend income than investments in larger, more mature companies. Not
more than 5% of the Total Return Fund's assets and 10% of each of the Growth
Fund's, Regional Small Cap Fund's and Contrarian Value Fund's assets may be
invested in unseasoned companies defined as companies which have a record of
less than three years of continuous operation, including the operation of a
predecessor business of a company which came into existence as a result of a
merger, consolidation, reorganization or purchase of substantially all of the
assets of such predecessor business.

FOREIGN SECURITIES

The Total Return Fund may invest up to 25% and the Growth Fund and the
Contrarian Value Fund up to 20% of their respective assets in foreign
securities. Such investments may involve risks which are in addition to the
usual risks inherent in domestic investments. The value of a Fund's foreign
investments may be significantly affected by changes in currency exchange rates,
and a Fund may incur costs in converting securities denominated in foreign
currencies to U.S. dollars. In many countries, there is less publicly available
information about issuers than is available in the reports and ratings published
about companies in the United States. Additionally, foreign companies may not be
subject to uniform accounting, auditing and financial reporting standards.
Dividends and interest on foreign securities may be subject to foreign
withholding taxes, which would reduce a Fund's income without providing a tax
credit for a Fund's shareholders. Each Fund will limit such investments to
securities of foreign issuers domiciled in Australia and the non-communist
nations of Western Europe, North America and Eastern Asia. There is the
possibility of expropriation, confiscatory taxation, currency blockage or
political or social instability which could affect investments in those nations.
Foreign securities include sponsored and unsponsored American Depository
Receipts ("ADRs"). ADRs typically are issued by a U.S. bank or trust company and
evidence ownership of underlying securities issued by a foreign corporation.
Unsponsored ADRs differ from sponsored ADRs in that the establishment of
unsponsored ADRs are not approved by the issuer of the underlying securities. As
a result, available information concerning the issuer may not be as current or
reliable as the information for sponsored ADRs, and the price of unsponsored
ADRs may be more volatile.

WARRANTS AND RIGHTS

Each Fund may invest up to 5% of its net assets in warrants or rights, valued
at the lower of cost or market, which entitle the holder to buy securities
during a specific period of time. A Fund will make such investments only if the
underlying securities are deemed appropriate by the Fund's investment adviser or
portfolio manager for inclusion in that Fund's portfolio. Additionally, the
Total Return Fund will purchase warrants or rights only if they are sold as a
unit with another equity or debt security. Included in the 5% amount, but not to
exceed 2% of net assets, are warrants and rights whose underlying securities are
not traded on principal domestic or foreign exchanges. Warrants and rights
acquired by a Fund in units or attached to securities are not subject to these
restrictions.

CONVERTIBLE SECURITIES

Each of the Funds will limit its investments in convertible securities to
those for which such Fund's investment adviser or portfolio manager believes (a)
the underlying common stock is a suitable investment for the Fund using the
criteria described above and (b) a greater potential for total return exists by
purchasing the convertible security because of its higher yield. None of the
Funds will invest more than 5% of its net assets at the time of investment in
convertible securities rated less than investment grade. Securities rated BBB by
Standard & Poor's Corporation ("Standard & Poor's") or Baa by Moody's Investors
Service, Inc. ("Moody's"), although investment grade, do exhibit speculative
characteristics and are more sensitive than higher rated securities to changes
in economic conditions. Investments in less than investment grade securities
entail relatively greater risk of loss of income or principal than investments
in investment grade securities.

DEBT SECURITIES

Each of the Funds may invest in interest-bearing debt securities. In
particular, to achieve its investment objective, the Total Return Fund may at
times emphasize the generation of interest income by investing in interest-
bearing debt securities, both short and intermediate to long-term. Investment in
intermediate to long-term debt securities may also be made with a view to
realizing capital appreciation when a Fund's investment adviser or portfolio
manager believes that interest rates on such investments may decline, thereby
increasing their market value. Debt securities having maturities from three to
ten years are considered to be intermediate-term, and debt securities having
maturities in excess of ten years are considered to be long-term. Each of the
Funds may also purchase "deep discount bonds," i.e., bonds which are selling at
a substantial discount from their face amount, with a view to realizing capital
appreciation. The Funds will invest only in those publicly distributed
nonconvertible debt securities which have been assigned one of the highest three
ratings of either Standard & Poor's or Moody's. The values of the interest-
bearing debt securities held by a Fund are subject to price fluctuations
resulting from various factors, including rising or declining interest rates
("market risks") and the ability of the issuers of such investments to make
scheduled interest and principal payments ("financial risks"). For example,
interest-bearing securities typically experience appreciation when interest
rates decline and depreciation when interest rates rise. The investment adviser
and portfolio managers for the Funds attempt to minimize these risks when
selecting investments by taking into account interest rates, terms and
marketability of obligations, as well as the capitalization, earnings, liquidity
and other indicators of the issuer's financial condition. The Funds' investment
in securities of, or guaranteed by, the United States government, its agencies
or instrumentalities may be supported by the full faith and credit of the United
States, supported by the right of the agency to borrow from the U.S. Treasury or
supported only by the credit of the agency or instrumentality. Agencies or
instrumentalities whose securities are supported by the full faith and credit of
the United States include, but are not limited to, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration and Government National Mortgage
Association. Examples of agencies or instrumentalities whose securities are
supported by the right of the agency to borrow from the U.S. Treasury include,
but are not limited to, the Federal Home Loan Bank, Federal Intermediate Credit
Banks and Tennessee Valley Authority. There is no assurance that these
commitments will be undertaken in full. No assurances can be given that the U.S.
government will provide financial support to obligations issued or guaranteed by
agencies or instrumentalities that are not backed by the full faith and credit
of the United States, since it is not obligated to do so by law.

PREFERRED STOCKS

Each of the Funds may invest in preferred stocks. Preferred stocks have a
preference over common stocks in liquidation (and generally dividends as well)
but are subordinated to the liabilities of the issuer in all respects. As a
general rule, the market value of preferred stocks with a fixed dividend rate
and no conversion element varies inversely with interest rates and perceived
credit risks while the market price of convertible preferred stock generally
also reflects some element of conversion value. Because preferred stock is
junior to debt securities and other obligations of the issuer, deterioration in
the credit quality of the issuer will cause greater changes in the value of a
preferred stock than in a more senior debt security with similarly stated yield
characteristics. Unlike interest payments on debt securities, preferred stock
dividends are payable only if declared by the issuer's board of directors.
Preferred stock also may be subject to optional or mandatory redemption
provisions.

MONEY MARKET INSTRUMENTS

Each of the Funds has reserved the freedom to invest any portion of its
assets for temporary defensive purposes in conservative fixed-income securities
such as United States Treasury Bills, certificates of deposit of U.S. banks
(provided that the bank has capital, surplus and undivided profits (as of the
date of its most recently published annual financial statements) with a value in
excess of $100,000,000 at the date of investment), commercial paper and
commercial paper master notes (which are demand instruments without a fixed
maturity bearing interest at rates which are fixed to known lending rates and
automatically adjusted when such lending rates change) rated A-1 by Standard &
Poor's, money market mutual funds and repurchase agreements. Repurchase
agreements are agreements under which the seller of a security agrees at the
time of sale to repurchase the security at an agreed time and price. The Funds
will not enter into repurchase agreements with entities other than banks or
invest over 5% of their respective net assets in repurchase agreements.

PORTFOLIO TURNOVER

Each of the Funds typically will purchase common stocks for long-term capital
appreciation, but may on occasion place emphasis on short-term trading profits.
As a consequence, each of the Funds expects usually to have an annual portfolio
turnover rate ranging from 30% to 80%. The annual portfolio turnover rate
indicates changes in a Fund's portfolio and is calculated by dividing the lesser
of purchases or sales of portfolio securities (excluding securities having
maturities at acquisition of one year or less) for the fiscal year by the
monthly average of the value of the portfolio securities (excluding securities
having maturities at acquisition of one year or less) owned by such Fund during
the fiscal year. The annual portfolio turnover rate may vary widely from year to
year depending upon market conditions and prospects. High turnover in any year
will result in the payment by a Fund from capital of above-average amounts of
brokerage commissions and could result in the payment by shareholders of above-
average amounts of taxes on realized investment gains. Distributions to
shareholders of such investment gains, to the extent they consist of net short-
term capital gains, will be considered ordinary income for federal income tax
purposes.

WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS

Each of the Funds may purchase securities on a when-issued or delay-delivery
basis. When such a transaction is negotiated, the purchase price is fixed at the
time the purchase commitment is made, but delivery of and payment for the
securities take place at a later date. A Fund will not accrue income with
respect to securities purchased on a when-issued or delayed-delivery basis prior
to their stated delivery date. Pending delivery of the securities, each Fund
will maintain in a segregated account cash or liquid securities in an amount
sufficient to meet its purchase commitments. The purpose and effect of such
segregation is to prevent the Fund from gaining investment leverage from such
transactions. The purchase of securities on a when-issued or delayed-delivery
basis exposes a Fund to risk because the securities may decrease in value prior
to delivery. The Funds will engage in when-issued and delayed-delivery
transactions only for the purpose of acquiring portfolio securities consistent
with their investment objectives and not for the purpose of investment leverage.
A seller's failure to deliver securities to a Fund could prevent the Fund from
realizing a price or yield considered to be advantageous.

GENERAL CONSIDERATIONS

Under certain circumstances each of the Funds may (a) temporarily borrow
money from banks for emergency or extraordinary purposes, provided that such
borrowings not exceed 5% of the value of such Fund's net assets, (b) pledge up
to 10% of its net assets to secure borrowings and (c) purchase securities of
other investment companies. None of the Funds may invest more than 10% of its
net assets in illiquid securities, including repurchase agreements maturing in
more than seven days. The Contrarian Value Fund may invest up to 5% of its net
assets in restricted securities. The Funds' Statement of Additional Information
includes a more complete discussion of the circumstances in which each of the
Funds may engage in these activities, as well as certain other investment
restrictions applicable to the Funds. Except for the foregoing investment
restrictions and the Funds' policies with respect to investments in warrants,
repurchase agreements and securities of unseasoned companies, the investment
objective and other policies of each Fund described under "Investment Objectives
and Policies" are not fundamental policies and may be changed without
shareholder approval. A change in a particular Fund's investment objective may
result in such Fund having an investment objective different from the objective
which the shareholder considered appropriate at the time of investment in such
Fund.

MANAGEMENT OF THE FUNDS

As a Wisconsin corporation, the business and affairs of the Funds are managed
by its Board of Directors. The investment activities of the Funds are managed
through a multi-manager structure. Each of the Funds has entered into an
investment advisory agreement (the "Management Agreements") with Resource
Capital Advisers, Inc. (the "Adviser"), 900 Second Avenue South, 300
International Centre, Minneapolis, Minnesota 55402, pursuant to which the
Adviser will provide consulting, investment and administrative services to the
Funds. The specific security investments for each Fund will be made by one or
more portfolio managers (sub-advisers) selected for the Funds by the Adviser.

The Management Agreements provide that the Adviser, subject to the management
and direction of the Corporation's Board of Directors and officers, will
evaluate, select and monitor the various portfolio managers for each Fund. The
Adviser and the Funds will enter into separate subadvisory contracts with the
portfolio managers (the "Sub-Advisory Agreements").

The Adviser is the investment adviser to individuals and institutional
clients (including investment companies). The Adviser was organized in 1984 and
is a wholly-owned subsidiary of Resource Trust Company, a Minnesota state bank.
Resource Trust Company is a wholly-owned subsidiary of Resource Companies, Inc.

The Adviser was also the investment adviser to the Total Return Fund prior to
December 17, 1987. On such date the investment advisory agreement with the
Adviser was terminated and the Total Return Fund entered into a substantially
identical investment advisory agreement with Fiduciary Management, Inc. On
December 31, 1994 the investment advisory agreement with Fiduciary Management,
Inc. was terminated and the Total Return Fund entered into a substantially
identical investment advisory agreement with the Adviser. On June 30, 1995, the
investment advisory agreement with the Adviser was terminated and replaced with
the current Management Agreement.

THE ADVISER

The Adviser: (i) provides or oversees the provision of all general management
and administration, investment advisory and portfolio management, and general
services for the Funds; (ii) provides the Funds with office space, equipment and
personnel necessary to operate and administer the Funds' business, and to
supervise the provision of services by third parties such as the money managers
and custodian; (iii) develops the investment programs, selects money managers,
allocates assets among money managers and monitors the money managers'
investment programs and results; and (iv) is authorized to select, or hire money
managers to select, individual portfolio securities held by the Funds. The
Adviser bears the expenses it incurs in providing these services as well as the
costs of preparing and distributing explanatory materials concerning the Funds.

The Adviser also provides asset management consulting services including
objective-setting and asset-allocation input, and money manager research and
evaluation assistance.

For the foregoing, the Adviser receives from the Total Return Fund a monthly
fee of 1/12 of 1% (1% per annum) on the first $30,000,000 of the daily net
assets of such Fund and 1/12 of .75% (.75% per annum) on the daily net assets of
such Fund over $30,000,000; and from each of the Growth Fund, Regional Small Cap
Fund and Contrarian Value Fund a monthly fee of 1/12 of 1% (1% per annum) of the
daily net assets of such Fund. The Adviser is responsible for the payment of all
fees to the portfolio managers. The advisory fees paid by the Growth Fund, the
Total Return Fund and the Regional Small Cap Fund in the fiscal year ended June
30, 1997 were equal to 1.00%, 1.00% and 1.00% (annualized), respectively, of
such Funds' average net assets.

THE PORTFOLIO MANAGERS

The assets of each Fund are allocated currently among the portfolio managers
listed below. The allocation of a Fund's assets among portfolio managers may be
changed at any time by the Adviser. Portfolio managers may be employed or their
services may be terminated at any time by the Adviser, subject to approval by
the Corporation's Board of Directors. The employment of a new portfolio manager
for a Fund currently requires the prior approval of the shareholders of that
Fund. The Corporation, however, may request an order of the Securities and
Exchange Commission exempting the Funds from the requirement for shareholder
approval of new portfolio managers. If an order is granted, the Corporation will
notify shareholders of the Fund concerned promptly when a new portfolio manager
begins providing services. There can be no assurance, however, that the
Corporation may request such an order or that such an order will be granted with
respect to the Funds.

The Adviser pays the fees of each portfolio manager. Each portfolio manager
is paid an annual fee expressed as a percentage of Fund assets under
management; there are no performance or incentive fees. Some portfolio managers
may execute portfolio transactions for the Funds through broker-dealer
affiliates and receive brokerage commissions for doing so.

Portfolio managers are selected for the Funds based primarily upon the
research and recommendations of the Adviser, which evaluates quantitatively and
qualitatively the manager's skills and results in managing assets for specific
asset classes, investment styles and strategies. The Adviser evaluates the risks
and returns of the portfolio managers' investment style over an entire market
cycle. Short-term investment performance, by itself, is not a controlling factor
in selecting or terminating a portfolio manager.

Each portfolio manager has complete discretion to purchase and sell portfolio
securities for its segment of a Fund within such Fund's investment objectives,
restrictions and policies, and the more specific strategies developed by the
Adviser. Although the portfolio managers' activities are subject to general
oversight by the Board of Directors and officers of the Corporation, none of the
Board, the officers or the Adviser evaluate the investment merits of the
portfolio manager's individual securities selections.

As of the date of this Prospectus, the portfolio manager of the Growth Fund
is Winslow Capital Management, Inc. ("WCM"), 4720 IDS Tower, 80 South Eighth
Street, Minneapolis, Minnesota 55402. WCM was organized as a Minnesota
Corporation in 1992 and is a registered investment adviser controlled by Clark
J. Winslow, Richard E. Pyle and Gail M. Knappenberger. All investment decisions
are made by a team of investment professionals, any of whom may make
recommendations subject to final approval of Mr. Winslow or another senior
member of WCM's management team to whom he may delegate that authority. As such,
Mr. Winslow is primarily responsible for the day-to-day management of the Growth
Fund's portfolio and has been so since July 1, 1995. Mr. Winslow has served as
President, Chief Executive Officer, director and portfolio manager of WCM since
1992. Prior to such time, he was senior vice president and portfolio manager at
Alliance Capital Management from 1987 to 1992 and portfolio manager at John W.
Bristol & Co. from 1980 to 1987. WCM currently serves and has served since
October, 1992 as sub-adviser to another mutual fund, Advantus Capital
Appreciation Fund (formerly MIMLIC Capital Appreciation Fund). WCM also manages
equity portfolios for large pension and profit-sharing plans, foundations,
endowments and other private accounts. As of August 31, 1997, WCM managed
approximately $1.3 billion in assets. For its services to the Growth Fund, WCM
receives from the Adviser (not the Growth Fund) a monthly fee of 1/12 of 0.60%
(0.60% per annum) of the daily net assets of such Fund.

As of the date of this Prospectus, the portfolio manager of the Total Return
Fund is Palm Beach Investment Advisers, Inc. ("PBIA"), 249 Royal Palm Way, Suite
400, Palm Beach, Florida 33480. PBIA was incorporated as a Florida corporation
in 1990 and is a registered investment adviser. PBIA is controlled by the
Adviser. Thomas M. Keresey, the Chairman and Chief Investment Officer of PBIA,
and Patrice J. Neverett, Senior Vice President and Portfolio Manager of PBIA,
are primarily responsible for the day-to-day management of the Total Return
Fund's portfolio and have been so since July 1, 1995. Mr. Keresey and Ms.
Neverett have been employed by PBIA in various capacities since PBIA was founded
in August 1990. PBIA manages equity and fixed income portfolios for individual
and institutional clients, including pension and profit-sharing plans,
foundations and endowments. As of August 31, 1997, PBIA managed approximately
$287 million in assets. For its services to the Total Return Fund, PBIA receives
from the Adviser (not the Total Return Fund) a monthly fee of 1/12 of 0.40%
(0.40% per annum) on the first $30,000,000 of such Fund's daily net assets and
1/12 of 0.30% (0.30% per annum) on the daily net assets of such Fund in excess
of $30,000,000.

As of the date of this Prospectus, the portfolio manager of the Regional
Small Cap Fund is Woodland Partners LLC ("WP"), 60 South Sixth Street, Suite
3750, Minneapolis, Minnesota 55402. WP was organized as a Minnesota limited
liability company in 1996 and is a registered investment adviser owned in equal
parts by Richard W. Jensen, Elizabeth M. Lilly and Richard J. Rinkoff. Ms. Lilly
and Mr. Rinkoff are responsible for the day-to-day management of the Regional
Small Cap Fund's portfolio. As of August 31, 1997, WP managed approximately $350
million in assets. For its services to the Regional Small Cap Fund, WP receives
from the Adviser (not the Regional Small Cap Fund) a monthly fee of 1/12 of
0.60% (0.60% per annum) of the daily net assets of such Fund. Prior to founding
WP on June 1, 1996, Mr. Jensen, Ms. Lilly and Mr. Rinkoff were employed at First
Asset Management, a division of First Bank National Association - Mr. Jensen
since 1967, Ms. Lilly since 1992 and Mr. Rinkoff since 1977. While at First
Asset Management, Ms. Lilly and Mr. Rinkoff served as portfolio managers for
the Regional Equity Fund, a series of First American Investment Funds, Inc.,
and for various other similarly managed private accounts.

As of the date of this Prospectus, the portfolio manager of the Contrarian
Value Fund is Sasco Capital, Inc. ("Sasco"), 10 Sasco Hill Road, Fairfield,
Connecticut 06430. Sasco was organized as a Connecticut corporation in 1985, and
is a registered investment adviser independently owned and managed by its
founders Ms. Hoda Bibi, Mr. Bruce Bottomley, Mr. Lee Garcia and Mr. Daniel
Leary. Messrs. Bottomley, Garcia and Leary are responsible for the day-to-day
management of the Contrarian Value Fund and have been Managing Directors and
Portfolio Managers of Sasco since its inception. Ms. Bibi currently serves as
President and Managing Director of Sasco and has been an officer of Sasco since
its inception. As of August 31, 1997, Sasco managed approximately $2.3 billion
in various accounts including corporate pension funds, state retirement plans,
endowments and foundations. For its service to the Contrarian Value Fund, Sasco
receives from the Adviser (not the Contrarian Value Fund) a monthly fee of 1/12
of .60% (0.60% per annum) of the daily net assets of such Fund.

Historical Performance of Investment Advisory Accounts Managed by Sasco

Set forth below is composite historical performance data relating to the
Sasco Accounts (hereinafter defined), measured against relevant broad-based
market indices. The Sasco Accounts include all portfolios managed by Sasco with
objectives, strategies and techniques substantially similar to those employed by
the Contrarian Value Fund. All performance data presented is historical and
investors should not consider this performance data as an indication of the
future performance of the Contrarian Value Fund or the results an individual
investor might achieve by investing in the Contrarian Value Fund. Investors
should not rely on the historical performance when making an investment
decision. All returns quoted are dollar-weighted total rates of return and
include the reinvestment of dividends and interest. Performance figures are net
of investment advisory fees and expenses. The fees and expenses of the Sasco
Accounts were less than the estimated annual expenses for the Contrarian Value
Fund. The performance of the Sasco Accounts would have been lower had the Sasco
Accounts incurred higher fees and expenses. The Sasco Accounts were not subject
to certain investment limitations, diversification requirements and other
restrictions imposed by the Act and the Internal Revenue Code, which, if
applicable, may have adversely affected the performance results of the
composite.

All information presented is based on data supplied by Sasco or from
statistical services, reports or other sources believed by Sasco to be reliable.
However, such information has not been verified by any third party and is
unaudited.

COMPOUNDED ANNUAL RATES OF RETURN (1)<F25>
(For the Period Ended September 30, 1997)

10 Years 5 Years 3 Years 1 Year
-------- ------ ------ ------
Sasco Accounts Composite 14.0% 23.5% 29.4% 31.2%
S&P 500 Index(2)<F26> 14.8 20.8 29.9 40.4
Russell Midcap Index (3)<F27> 14.6 20.4 25.8 35.1

(1)<F25>All returns quoted are dollar-weighted total rates of return and include
the reinvestment of dividends and interest. Performance figures are net of
investment advisory fees and expenses. Total annual rate of return is the change
in redemption value of units purchased with an initial $1,000 investment,
assuming the reinvestment of dividends. Compounded annual rate of return
represents the level annual rate which if earned for each year in a multiple
year period, would produce the cumulative rate of return over that period.

(2)<F26>The Standard & Poor's 500 Index consists of 500 selected common stocks,
most of which are listed on the New York Stock Exchange. The Standard & Poor's
Ratings Group designates the stocks to be included in the Index on a statistical
basis. A particular stock's weighting in the Index is based on its relative
total market value (i.e., its market price per share times the number of shares
outstanding). Stocks may be added or deleted from the Index from time to time.

(3)<F27>The Russell Midcap Index consists of the smallest 800 securities in the
Russell 1000 Index as ranked by total market capitalization. This index is
widely regarded to accurately capture the medium-sized universe of securities
and represents approximately 34% of the Russell 1000 market capitalization. The
Russell Midcap Index and the Russell 1000 Index are trademarks/service marks of
the Frank Russell Company.

Past performance may not be indicative of future rates of return. Investors
should also be aware that other performance calculation methods may produce
different results, and that comparisons of investment results should consider
qualitative circumstances and should be made only for portfolios with generally
similar investment objectives.

THE ADMINISTRATOR

Each of the Funds also has entered into an administration agreement
(collectively, the "Administration Agreements") with Fiduciary Management, Inc.
(the "Administrator"), 225 East Mason Street, Milwaukee, Wisconsin 53202. Under
the Administration Agreements the Administrator prepares and maintains the
books, accounts and other documents required by the Act, calculates each Fund's
net asset value, responds to shareholder inquiries, prepares each Fund's
financial statements and excise tax returns, prepares certain reports and
filings with the Securities and Exchange Commission and with state Blue Sky
authorities, furnishes statistical and research data, clerical, accounting and
bookkeeping services and stationery and office supplies, keeps and maintains
each Fund's financial and accounting records and generally assists in all
aspects of the Funds' operations. The Administrator at its own expense and
without reimbursement from any of the Funds, furnishes office space and all
necessary office facilities, equipment and executive personnel for performing
the services required to be performed by it under the Administration Agreements.
For the foregoing, the Administrator receives from each of the Funds a monthly
fee of 1/12 of 0.2% (0.2% per annum) on the first $25,000,000 of the daily net
assets of such Fund, 1/12 of 0.1% (0.1% per annum) on the next $20,000,000 of
the daily net assets of such Fund and 1/12 of 0.05% (0.05% per annum) of the
daily net assets of such Fund over $45,000,000, subject to a fiscal year minimum
of $20,000. The administration fee paid by the Growth Fund, the Total Return
Fund and the Regional Small Cap Fund in the fiscal year ended June 30, 1997 to
the Administrator were equal to 0.17%, 0.20% and 0.20% (annualized),
respectively, of such Funds' average net assets. The Administrator separately
charges the Funds for blue sky filings.

The Funds pay all of their own expenses not assumed by the Adviser or the
Administrator including, without limitation, the cost of preparing and printing
their registration statements required under the Securities Act of 1933 and the
Act and any amendments thereto, the expense of registering their shares with the
Securities and Exchange Commission and in the various states, the printing and
distribution costs of prospectuses mailed to existing investors, reports to
investors, reports to government authorities and proxy statements, fees paid to
directors who are not interested persons of the Adviser, interest charges,
taxes, legal expenses, association membership dues, auditing services, insurance
premiums, brokerage commissions and expenses in connection with portfolio
transactions, fees and expenses of the custodian of the Funds' assets, printing
and mailing expenses and charges and expenses of dividend disbursing agents,
accounting services agents, registrars and stock transfer agents.

DISTRIBUTION PLAN

Each of the Funds has adopted a Distribution Plan (the "Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940. The Plan provides that each
Fund may incur certain costs which may not exceed a maximum amount equal to 1/12
of 1% (1% per annum) of such Fund's average daily net assets. However, each of
the Funds presently intends not to pay any 12b-1 fees during the fiscal year
ending June 30, 1998. Payments made pursuant to the Plan may only be used to pay
distribution expenses incurred in the current year. Amounts paid under the Plan
by a Fund may be spent by such Fund on any activities or expenses primarily
intended to result in the sale of shares of such Fund, including but not limited
to, advertising, compensation for sales and sales marketing activities of
financial institutions and others, such as dealers or distributors, shareholder
account servicing, the printing and mailing of prospectuses to other than
current shareholders, and the printing and mailing of sales literature.
Distribution expenses will be authorized by the officers of the Corporation as
the Funds do not employ a distributor. To the extent any activity financed by
the Plan is one which a Fund may finance without a 12b-1 plan, such Fund may
also make payments to finance such activity outside of the Plan and not subject
to its limitations.

DETERMINATION OF NET ASSET VALUE

The per share net asset value of each Fund is determined by dividing the
total value of such Fund's net assets (meaning its assets less its liabilities
excluding capital and surplus) by the total number of its shares outstanding at
that time. Each Fund's net asset value is determined as of the close of regular
trading (currently 4:00 p.m. Eastern time) on the New York Stock Exchange on
each day the New York Stock Exchange is open for trading. This determination is
applicable to all transactions in shares of such Fund prior to that time and
after the previous time as of which net asset value was determined. Accordingly,
purchase orders accepted or shares tendered for redemption prior to the close of
regular trading on a day the New York Stock Exchange is open for trading will be
valued as of the close of trading, and purchase orders accepted or shares
tendered for redemption after that time will be valued as of the close of the
next trading day.

Securities traded on any national stock exchange or quoted on the Nasdaq
National Market System will be valued on the basis of the last sale price on the
date of valuation or, in the absence of any sales on that date, the most recent
bid price. Other securities will be valued by an independent pricing service at
the most recent bid price, if market quotations are readily available. Any
securities for which there are no readily available market quotations and other
assets will be valued at their fair value as determined in good faith by the
Corporation's Board of Directors. Odd lot differentials and brokerage
commissions will be excluded in calculating values.

PURCHASE OF SHARES

Shares of the Funds may be purchased directly from the Corporation. A share
purchase application form is included in the center of this Prospectus. The
price per share of each Fund is the next determined per share net asset value
after receipt of an application. Additional purchase applications may be
obtained from the Corporation. Purchase applications should be mailed directly
to: Eastcliff Funds, c/o Firstar Trust Company, P.O. Box 701, Milwaukee,
Wisconsin 53201-0701. The U.S. Postal Service and other independent delivery
services are not agents of the Funds. Therefore, deposit in the mail or with
such services of purchase applications does not constitute receipt by Firstar
Trust Company or the Fund. Do not mail letters by overnight courier to the Post
Office Box address. To purchase shares by overnight or express mail, please use
the following street address: Eastcliff Funds, c/o Firstar Trust Company, Third
Floor, 615 East Michigan Street, Milwaukee, Wisconsin 53202. All applications
must be accompanied by payment in the form of a check made payable to the full
name of the Fund whose shares are being purchased, or by direct wire transfer as
described below. All purchases must be made in U.S. dollars and checks must be
drawn on U.S. banks. No cash will be accepted. Firstar Trust Company will charge
a $20 fee against a shareholder's account for any payment check returned to the
custodian. THE SHAREHOLDER WILL ALSO BE RESPONSIBLE FOR ANY LOSSES SUFFERED BY
ANY FUND AS A RESULT. When a purchase is made by check (other than a cashiers or
certified check), the Corporation may delay the mailing of a redemption check
until it is satisfied that the check has cleared. (It will normally take up to 3
days to clear local personal or corporate checks and up to 7 days to clear other
personal and corporate checks.) To avoid redemption delays, purchases may be
made by cashiers or certified check or by direct wire transfers. Funds should be
wired to: Firstar Bank Milwaukee, NA, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin, ABA #075000022, Firstar Trust Company, Account #112952137, for
further credit to: "full name of appropriate Fund," "name of shareholder and
existing account number" if any. The establishment of a new account by wire
transfer should be preceded by a phone call to Firstar Trust Company, 1-800-595-
5519, to provide information for the setting up of the account. A follow up
application should be sent for all new accounts opened by wire transfer.
Securities dealers and financial institutions who notify a Fund prior to the
close of any business day that they intend to wire federal funds to purchase
shares of such Fund on the next business day (prior to 10:00 a.m. Central time)
will be deemed to have purchased shares at the time of notification. Funds
should not be wired on the same day of notification. When a purchase of shares
of a Fund is made by direct wire transfer by investors other than securities
dealers and financial institutions, the purchase will become effective upon
receipt by Firstar Bank Milwaukee, N.A. Wire transmissions may be subject to
delays of several hours, in which event the effectiveness of the purchase will
be delayed. Shares cannot be purchased by direct wire transfer on any day that
the New York Stock Exchange is not open for trading. Applications are subject to
acceptance by the Corporation, and are not binding until so accepted. The
Corporation does not accept telephone orders for purchase of shares and reserves
the right to reject applications in whole or in part. The Board of Directors of
the Corporation has established $1,000 as the minimum initial purchase for each
Fund and $100 as the minimum for any subsequent purchase (except through
dividend reinvestment), which minimum amounts are subject to change at any time.
Shareholders of the Funds will be advised at least thirty days in advance of any
increases in such minimum amounts. Stock certificates for shares so purchased
are not issued unless requested in writing. There are no sales loads on
purchases of shares of the Funds nor redemption charges on redemptions of such
shares. Purchase payments are fully invested at net asset value, of the
applicable Fund.

Investors may purchase Shares of the Funds through programs of services
offered or administered by broker-dealers, financial institutions or other
service providers ("Processing Intermediaries") that have entered into
agreements with the Funds. Such Processing Intermediaries may become
shareholders of record and may use procedures and impose restrictions in
addition to or different from those applicable to shareholders who invest
directly in the Funds. Certain services of the Funds may not be available or may
be modified in connection with the programs provided by Processing
Intermediaries. The Funds may only accept requests to purchase additional shares
into an account in which the Processing Intermediary is the shareholder of
record from the Processing Intermediary.

The Funds may authorize one or more Processing Intermediaries (and other
Processing Intermediaries properly designated thereby) to accept purchase orders
on the Funds' behalf. In such event, a Fund will be deemed to have received a
purchase order when the Processing Intermediary accepts the customer order, and
the order will be priced at the Fund's net asset value next computed after it is
accepted by the Processing Intermediary.

Processing Intermediaries may charge fees or assess other charges for the
services they provide to their customers. Any such fee or charge paid directly
by shareholders is retained by the Processing Intermediary and is not remitted
to the Funds or the Adviser. Additionally, the Adviser and/or the Funds may pay
fees to Processing Intermediaries to compensate them for the services they
provide. Program materials provided by the Processing Intermediary should be
read in conjunction with the Prospectus before investing in this manner. Shares
of the Funds may be purchased through Processing Intermediaries without regard
to a Fund's minimum purchase requirement.

REDEMPTION OF SHARES

A shareholder may require the Corporation to redeem his shares of any Fund in
whole or part at any time during normal business hours. Unless the telephone
redemption privilege is requested as described below, redemption requests must
be made in writing and directed to: Eastcliff Funds, c/o Firstar Trust Company,
P.O. Box 701, Milwaukee, Wisconsin 53201-0701. The U.S. Postal Service or other
independent delivery services are not agents of the Funds. Therefore, deposit in
the mail or with such services of redemption requests does not constitute
receipt by Firstar Trust Company or the Funds. DO NOT mail letters by overnight
courier to the Post Office Box address. Correspondence mailed by overnight
courier should be sent to Firstar Trust Company, Third Floor, 615 East Michigan
Street, Milwaukee, Wisconsin 53202. If a written redemption request is
inadvertently sent to the Corporation, it will be forwarded to Firstar Trust
Company, but the effective date of redemption will be delayed until the request
is received by Firstar Trust Company. Requests for redemption by telegram and
requests which are subject to any special conditions or which specify an
effective date other than as provided herein cannot be honored.

Redemption requests should specify the name of the appropriate Fund, the
number of shares or dollar amount to be redeemed, shareholder's name, account
number, and the additional requirements listed below that apply to the
particular account.

TYPE OF REGISTRATION REQUIREMENTS
--------------------- -------------
Individual, Joint Tenants Redemption request signed by all
Sole Proprietor, Custodial person(s) required to sign for
(Uniform Gift to Minors Act), the account, exactly as it
General Partners is registered.

Corporations, Associations Redemption request and a corporate
resolution, signed by person(s) required
to sign for the account, accompanied by
signature guarantee(s).

Trusts Redemption request signed by the
trustee(s) with a signature guarantee.
(If the trustee's name is not registered
on the account, a copy of the trust
document certified within the last 60
days is also required.)

Redemption requests from shareholders in an Individual Retirement Account
must include instructions regarding federal income tax withholding. Unless
otherwise indicated, these redemptions, as well as redemptions of other
retirement plans not involving a direct rollover to an eligible plan, will be
subject to federal income tax withholding. If a shareholder is not included in
any of the above registration categories (e.g., executors, administrators,
conservators or guardians), the shareholder should call the transfer agent,
Firstar Trust Company (1-800-595-5519), for further instructions.

Signatures need not be guaranteed unless the proceeds of redemption are
requested to be sent by wire transfer, to a person other than the registered
holder or holders of the shares to be redeemed, or to be mailed to other than
the address of record, in which cases each signature on the redemption request
must be guaranteed by a commercial bank or trust company in the United States, a
member firm of the New York Stock Exchange or other eligible guarantor
institution. If certificates have been issued for any of the shares to be
redeemed, the certificates, properly endorsed or accompanied by a properly
executed stock power, must accompany the request for redemption. Redemptions
will not be effective or complete until all of the foregoing conditions,
including receipt of all required documentation by Firstar Trust Company in its
capacity as transfer agent, have been satisfied.

The redemption price for each Fund is the net asset value for such Fund next
determined after receipt by Firstar Trust Company in its capacity as transfer
agent of the request in proper form with all required documentation. The amount
received will depend on the market value of the investments in the appropriate
Fund's portfolio at the time of determination of net asset value, and may be
more or less than the cost of the shares redeemed. Proceeds for shares redeemed
will be mailed, wired or forwarded via Electronic Funds Transfer ("EFT") to the
holder no later than the seventh day after receipt of the redemption request in
proper form and all required documentation except as indicated in "Purchase of
Shares" for certain redemptions of shares purchased by check. Firstar Trust
Company currently charges a $12.00 fee for each payment made by wire or
redemption proceeds, which will be deducted from the shareholder's account.
Transfers via EFT generally will take up to 3 business days to reach the
shareholder's bank account.

If a shareholder instructs Firstar Trust Company in writing, redemption
requests may be made by telephone by calling only Firstar Trust Company, not the
Corporation, the Adviser or any portfolio manager, at (800) 595-5519 or (414)
765-4124, provided the redemption proceeds are to be mailed, wired or sent via
EFT to the shareholder's address or bank of record as shown on the records of
the transfer agent. Proceeds redeemed by telephone will be mailed, wired or sent
via EFT to an address or account other than that shown on the records of the
transfer agent only if such has been prearranged by a written request sent via
mail or facsimile copy to Firstar Trust Company. Such a request must be signed
by the shareholder with signatures guaranteed as described above. Additional
documentation may be requested from those who hold shares in a fiduciary or
representative capacity or who are not natural persons. The Funds reserve the
right to refuse a telephone redemption request if it is believed advisable to do
so. Redemption by telephone is not available for IRA accounts or if share
certificates have been issued for the account. Procedures for telephone
redemptions may be modified or terminated at any time by the Corporation or
Firstar Trust Company. Neither the Corporation, the Funds nor Firstar Trust
Company will be liable for following instructions for telephone redemption
transactions that they reasonably believe to be genuine, provided reasonable
procedures are used to confirm the genuineness of the telephone instructions,
but may be liable for unauthorized transactions if they fail to follow such
procedures. These procedures include requiring some form of personal
identification prior to acting upon the telephone instructions and recording all
telephone calls. During periods of substantial economic or market change,
telephone redemptions may be difficult to implement. In the event a shareholder
cannot contact Firstar Trust Company by telephone, he or she should make a
redemption request in writing in the manner set forth above.

Shares of the Funds purchased through programs of services offered or
administered by Processing Intermediaries that have entered into agreements with
a Fund may be required to be redeemed through such programs. Such Processing
Intermediaries may become shareholders of record and may use procedures and
impose restrictions in addition to or different from those applicable to
shareholders who redeem shares directly through the Funds. The Funds may only
accept redemption requests from an account in which the Processing Intermediary
is the shareholder of record from the Processing Intermediary. The Funds may
authorize one or more Processing Intermediaries (and other Processing
Intermediaries properly designated thereby) to accept redemption requests on the
Funds' behalf. In such event, a Fund will be deemed to have received a
redemption request when the Processing Intermediary accepts the customer
request, and the redemption price will be the Fund's net asset value next
computed after the customer redemption request is accepted by the Processing
Intermediary.

The right to redeem shares of any Fund will be suspended for any period
during which the New York Stock Exchange is closed because of financial
conditions or any other extraordinary reason and may be suspended for any period
during which (a) trading on the New York Stock Exchange is restricted pursuant
to rules and regulations of the Securities and Exchange Commission, (b) the
Securities and Exchange Commission has by order permitted such suspension or (c)
an emergency, as defined by rules and regulations of the Securities and Exchange
Commission, exists as a result of which it is not reasonably practicable for the
Corporation to dispose of such Fund's securities or fairly to determine the
value of its net assets.

The Corporation reserves the right to redeem the shares held in any account:
(i) in connection with the termination of a particular Fund; (ii) if the value
of the shares in an account falls below $500 or such other amount as the Board
of Directors may establish, provided the Corporation gives the shareholder 60
days prior written notice; (iii) to reimburse the appropriate Fund for any loss
it has sustained by failure of the shareholder to make full payment for his
shares; (iv) to collect any charge relating to a transaction effected for the
benefit of a shareholder; or (v) if it would otherwise be appropriate to carry
out the Corporation's responsibilities under the Investment Company Act of 1940.
The involuntary redemption procedures are designed to facilitate reimbursement
of the Funds for any losses they sustain as a result of any failures by
shareholders to pay for their shares or required fees in connection with
transactions involving their shares and to relieve the Funds of the cost of
maintaining uneconomical accounts. Involuntary redemptions of small accounts,
however, would not be made because the value of shares in an account falls below
the minimum amount solely because of a decline in a particular Fund's net asset
value. Any involuntary redemptions would be made at net asset value.

EXCHANGE PRIVILEGE

The Corporation generally permits shareholders to exchange shares of one of
the Eastcliff Funds for shares of another Eastcliff Fund. A written request to
exchange shares of one Eastcliff Fund for shares of another may be made at no
cost to the shareholder. The shareholder must give the account name, account
number and the amount or number of shares of a particular Fund to be exchanged.
The registration of the account from which the exchange is being made and the
account to which the exchange is being made must be identical. Signatures
required are the same as explained under "Redemption of Shares."

There is currently no limitation on the number of exchanges a shareholder may
make. However, shares subject to an exchange must have a current value of at
lease $1,000. Furthermore in establishing a new account in another Eastcliff
Fund through this privilege, the exchanged shares must have a value at least
equal to the minimum investment required by the Fund into which the exchange is
being made. A completed purchase application also must be sent to Eastcliff
Funds, c/o Firstar Trust Company, P.O. Box 701, Milwaukee, Wisconsin 53201-0701,
immediately after establishing a new account through this privilege.

The exchange privilege is available only in states where the exchange may be
legally made. Exchange requests may be subject to other limitations, including
those relating to frequency, that may be established from time to time to ensure
that the exchanges do not disadvantage a particular Fund or its shareholders.
Shareholders will be notified at least 60 days in advance of any changes in such
limitations and may obtain the terms of any such limitation by writing to
Eastcliff Funds, c/o Firstar Trust Company, P.O. Box 701, Milwaukee, Wisconsin
53201-0701. No exchange fee is currently imposed by the Corporation on
exchanges; however, the Corporation reserves the right to impose an
administrative fee in the future.

An exchange involves a redemption of all or a portion of the shares in one
Fund and the investment of the redemption proceeds in shares of the other Fund
and is subject to any applicable adjustments in connection with such redemption
and investment. The redemption will be made at the per share net asset value of
the shares to be redeemed next determined after the exchange request is received
as described above. The shares of the Fund to be acquired will be purchased
(subject to any applicable adjustment) at the per share net asset value of those
shares next determined coincident with the time of redemption. Both the
redemption and the investment of the redemption proceeds will take place as of
the close of regular trading (currently 4:00 p.m. Eastern time) on the New York
Stock Exchange on each day the New York Stock Exchange is open for trading.

Investors may find the exchange privilege useful if their investment
objectives should change after they invest in the Eastcliff Funds. For federal
income tax purposes, an exchange of shares is a taxable event and, accordingly,
a capital gain or loss may be realized by an investor. Before making an exchange
request, an investor should consult a tax or other financial adviser to
determine the tax consequences of a particular exchange.

DIVIDEND REINVESTMENT

Shareholders of any Fund may elect to have all income dividends and capital
gains distributions reinvested in such Fund or paid in cash, or elect to have
income dividends reinvested in such Fund and capital gains distributions paid in
cash or capital gains distributions reinvested in such Fund and income dividends
paid in cash. Shareholders having dividends and/or capital gains distributions
paid in cash may choose to have such amounts mailed or sent via EFT. Transfers
via EFT generally take up to 3 business days to reach the shareholder's bank
account. See the share purchase application form included in the center of this
Prospectus for further information. If the shareholder does not specify an
election, all income dividends and capital gains distributions automatically
will be reinvested in full and fractional shares of the appropriate Fund
calculated to the nearest 1,000th of a share. Shares of a particular Fund are
purchased at the net asset value of such Fund in effect on the business day
after the dividend record date and are credited to the shareholder's account on
the dividend payment date. As in the case of normal purchases, stock
certificates are not issued unless requested. Shareholders will be advised of
the number of shares purchased and the price following each reinvestment. An
election to reinvest or receive dividends and distributions in cash will apply
to all shares of a Fund registered in the same name, including those previously
purchased.

A shareholder may change an election at any time by notifying the appropriate
Fund in writing. If such a notice is received between a dividend declaration
date and payment date, it will become effective on the day following the payment
date. The Corporation may modify or terminate its dividend reinvestment program
at any time on thirty days' notice to participants.

AUTOMATIC INVESTMENT PLAN

Shareholders wishing to invest fixed dollar amounts in a particular Fund
monthly or quarterly can make automatic purchases in amounts of $50 or more on
any day they choose by using the Corporation's Automatic Investment Plan. If
such day is a weekend or holiday, such purchase shall be made on the next
business day. There is no service fee for participating in this Plan. To use
this service, the shareholder must authorize the transfer of funds from his
checking, NOW or savings account by completing the Automatic Investment Plan
application included as part of the share purchase application located in the
center of this Prospectus. Additional application forms may be obtained by
calling the Corporation's office at (612) 336-1444. The Corporation reserves the
right to suspend, modify or terminate the Automatic Investment Plan without
notice.

The Automatic Investment Plan is designed to be a method to implement dollar
cost averaging. Dollar cost averaging is an investment approach providing for
the investment of a specific dollar amount on a regular basis thereby precluding
emotions dictating investment decisions. Dollar cost averaging does not insure a
profit nor protect against a loss.

SYSTEMATIC WITHDRAWAL PLAN

The Corporation has available to shareholders a Systematic Withdrawal Plan,
pursuant to which a shareholder who owns shares of any Fund worth at least
$10,000 at current net asset value may provide that a fixed sum will be
distributed to him at regular intervals. To participate in the Systematic
Withdrawal Plan, a shareholder deposits his shares of a particular Fund with the
Corporation and appoints it as his agent to effect redemptions of shares of such
Fund held in his account for the purpose of making monthly or quarterly
withdrawal payments of a fixed amount to him out of his account. To utilize the
Systematic Withdrawal Plan, the shares cannot be held in certificate form. The
Systematic Withdrawal Plan does not apply to shares of either Fund held in
Individual Retirement Accounts or defined contribution retirement plans. An
application for participation in the Systematic Withdrawal Plan is included as
part of the share purchase application located in the center of this Prospectus.
Additional application forms may be obtained by calling the Corporation's office
at (612) 336-1444.

The minimum amount of a withdrawal payment is $100. These payments will be
made from the proceeds of periodic redemption of shares of a particular Fund in
the account at net asset value. Redemptions will be made on such day (no more
than monthly) as a shareholder chooses or, if that day is a weekend or holiday,
on the next business day. See the share purchase application located in the
center of this Prospectus for further information. Participation in the
Systematic Withdrawal Plan constitutes an election by the shareholder to
reinvest in additional shares of such Fund, at net asset value, all income
dividends and capital gains distributions payable by the Corporation on shares
held in such account, and shares so acquired will be added to such account. The
shareholder may deposit additional shares of such Fund in his account at any
time.

Withdrawal payments cannot be considered as yield or income on the
shareholder's investment, since portions of each payment will normally consist
of a return of capital. Depending on the size or the frequency of the
disbursements requested, and the fluctuation in the value of the applicable
Fund's portfolio, redemptions for the purpose of making such disbursements may
reduce or even exhaust the shareholder's account.

The shareholder may vary the amount or frequency of withdrawal payments,
temporarily discontinue them, or change the designated payee or payee's address,
by notifying Firstar Trust Company.

RETIREMENT PLANS

INDIVIDUAL RETIREMENT ACCOUNTS

Individual shareholders may establish their own tax-sheltered Individual
Retirement Accounts ("IRA"). Each of the Funds currently offers a Traditional
IRA and, effective January 1, 1998, each Fund will offer three types of IRAs,
including the Traditional IRA, that can be adopted by executing the appropriate
Internal Revenue Service ("IRS") Form.

Traditional IRA. In a Traditional IRA, amounts contributed to the IRA may be
tax deductible at the time of contribution depending on whether the shareholder
is an "active participant" in an employer-sponsored retirement plan and the
shareholder's income. Distributions from a Traditional IRA will be taxed at
distribution except to the extent that the distribution represents a return of
the shareholder's own contributions for which the shareholder did not claim (or
was not eligible to claim) a deduction. Distributions prior to age 59-1/2 may be
subject to an additional 10% tax applicable to certain premature distributions.
Distributions must commence by April 1 following the calendar year in which the
shareholder attains age 70-1/2. Failure to begin distributions by this date (or
distributions that do not equal certain minimum thresholds) may result in
adverse tax consequences.

Roth IRA. In a Roth IRA (sometimes known as American Dream IRA), amounts
contributed to the IRA are taxed at the time of contribution, but distributions
from the IRA are not subject to tax if the shareholder has held the IRA for
certain minimum periods of time (generally, until age 59-1/2). Shareholders
whose incomes exceed certain limits are ineligible to contribute to a Roth IRA.
Distributions that do not satisfy the requirements for tax-free withdrawal are
subject to income taxes (and possibly penalty taxes) to the extent that the
distribution exceeds the shareholder's contributions to the IRA. The minimum
distribution rules applicable to Traditional IRAs do not apply during the
lifetime of the shareholder. Following the death of the shareholder, certain
minimum distribution rules apply.

For Traditional and Roth IRAs, the maximum annual contribution generally is
equal to the lesser of $2,000 or 100% of the shareholder's compensation (earned
income). An individual may also contribute to a Traditional IRA or Roth IRA on
behalf of his or her spouse provided that the individual has sufficient
compensation (earned income). Contributions to a Traditional IRA reduce the
allowable contribution under a Roth IRA, and contributions to a Roth IRA reduce
the allowable contribution to a Traditional IRA.

Education IRA. In an Education IRA, contributions are made to an IRA
maintained on behalf of a beneficiary under age 18. The maximum annual
contribution is $500 per beneficiary. The contributions are not tax deductible
when made. However, if amounts are used for certain educational purposes,
neither the contributor nor the beneficiary of the IRA are taxed upon
distribution. The beneficiary is subject to income (and possibly penalty taxes)
on amounts withdrawn from an Education IRA that are not used for qualified
educational purposes. Shareholders whose income exceeds certain limits are
ineligible to contribute to an Education IRA.

Under current IRS regulations, an IRA applicant must be furnished a
disclosure statement containing information specified by the IRS. The applicant
generally has the right to revoke his account within seven days after receiving
the disclosure statement and obtain a full refund of his contributions. The
custodian may, in its discretion, hold the initial contribution uninvested until
the expiration of the seven-day revocation period. The custodian does not
anticipate that it will exercise its discretion but reserves the right to do so.

SIMPLIFIED EMPLOYEE PENSION PLAN

A Traditional IRA may also be used in conjunction with a Simplified Employee
Pension Plan ("SEP-IRA"). A SEP-IRA is established through execution of Form
5305-SEP together with a Traditional IRA established for each eligible employee.
Generally, a SEP-IRA allows an employer (including a self-employed individual)
to purchase shares with tax deductible contributions not exceeding annually for
any one participant 15% of compensation (disregarding for this purpose
compensation in excess of $160,000 per year). The $160,000 compensation limit
applies for 1998 and is adjusted periodically for cost of living increases. A
number of special rules apply to SEP Plans, including a requirement that
contributions generally be made on behalf of all employees of the employer
(including for this purpose a sole proprietorship or partnership) who satisfy
certain minimum participation requirements.

SIMPLE IRA

An IRA may also be used in connection with a SIMPLE Plan established by the
shareholder's employer (or by a self-employed individual). When this is done,
the IRA is known as a SIMPLE IRA, although it is similar to a Traditional IRA
with the exceptions described below. Under a SIMPLE Plan, the shareholder may
elect to have his or her employer make salary reduction contributions of up to
$6,000 per year to the SIMPLE IRA. The $6,000 limit applies for 1997 and is
adjusted periodically for cost of living increases. In addition, the employer
will contribute certain amounts to the shareholder's SIMPLE IRA, either as a
matching contribution to those participants who make salary reduction
contributions or as a non-elective contribution to all eligible participants
whether or not making salary reduction contributions. A number of special rules
apply to SIMPLE Plans, including (1) a SIMPLE Plan generally is available only
to employers with fewer than 100 employees; (2) contributions must be made on
behalf of all employees of the employer (other than bargaining unit employees)
who satisfy certain minimum participation requirements; (3) contributions are
made to a special SIMPLE IRA that is separate and apart from the other IRAs of
employees; (4) the distribution excise tax (if otherwise applicable) is
increased to 25% on withdrawals during the first two years of participation in a
SIMPLE IRA; and (5) amounts withdrawn during the first two years of
participation may be rolled over tax-free only into another SIMPLE IRA (and not
to a Traditional IRA or to a Roth IRA). A SIMPLE IRA is established by executing
Form 5304-SIMPLE together with an IRA established for each eligible employee.

403(b)(7) CUSTODIAL ACCOUNT

A 403(b)(7) Custodial Account is available for use in conjunction with the
403(b)(7) program established by certain educational organizations and other
organizations that are exempt from tax under 501(c)(3) of the Internal Revenue
Code as amended (the "Code"). Amounts contributed to the custodial account in
accordance with the employer's 403(b)(7) program will be invested on a tax-
deductible basis in shares of any Fund. Various contribution limits apply with
respect to 403(b)(7) arrangements.

DEFINED CONTRIBUTION RETIREMENT PLAN (401(k))

A prototype defined contribution plan is available for employers who wish to
purchase shares of any Fund with tax deductible contributions. The plan consists
of both profit sharing and money purchase pension components. The profit sharing
component includes a Section 401(k) cash or deferred arrangement for employers
who wish to allow eligible employees to elect to reduce their compensation and
have such amounts contributed to the plan. The limit on employee salary
reduction contributions is $10,000 annually (as adjusted for cost-of-living
increases) although lower limits may apply as a result of non-discrimination
requirements incorporated into the plan. The Corporation has received an opinion
letter from the IRS holding that the form of the prototype defined contribution
retirement plan is acceptable under Section 401 of the Code. The maximum annual
contribution that may be allocated to the account of any participant is
generally the lesser of $30,000 or 25% of compensation (earned income).
Compensation in excess of $160,000 (as periodically indexed for cost-of-living
increases) is disregarded for this purpose. The maximum amount that is
deductible by the employer depends upon whether the employer adopts both the
profit sharing and money purchase components of the plan, or only one component.

RETIREMENT PLAN FEES

Firstar Trust Company, Milwaukee, Wisconsin, serves as trustee or custodian
of the retirement plans. Firstar invests all cash contributions, dividends and
capital gains distributions in shares of the appropriate Fund. For such
services, the following fees are charged against the accounts of participants;
$12.50 annual maintenance fee per participant account; $15 for transferring to a
successor trustee or custodian; $15 for distribution(s) to a participant; and
$15 for refunding any contribution in excess of the deductible limit. Firstar
Trust Company's fee schedule may be changed upon written notice.

Requests for information and forms concerning the retirement plans should be
directed to the Corporation. Because a retirement program may involve
commitments covering future years, it is important that the investment objective
of the Funds be consistent with the participant's retirement objectives.
Premature withdrawal from a retirement plan will result in adverse tax
consequences. Consultation with a competent financial and tax adviser regarding
the retirement plans is recommended.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each of the Funds will endeavor to qualify as a "regulated investment
company" under Subchapter M of the Code. Each Fund is taxed as a separate entity
under Subchapter M and qualifies on a separate basis. Pursuant to the
qualification requirements of Subchapter M, each Fund intends to distribute
substantially all of its net investment income to its shareholders annually.

Each of the Funds also intends to distribute substantially all of its net
capital gains less available capital loss carryovers annually and other income
to reduce or avoid federal income and excise taxes. For federal income tax
purposes, distributions by a Fund, whether invested in additional shares of
Common Stock or received in cash, will be taxable to such Fund's shareholders
unless exempt from federal taxation. Shareholders will be notified annually as
to the federal tax status of dividends and distributions.

Distributions and redemptions may also be taxed under state and local tax
laws. Investors are advised to consult their tax adviser concerning the
application of state and local taxes.

BROKERAGE TRANSACTIONS

The Management Agreements and Sub-Advisory Agreements authorize the Adviser,
WCM (with respect to the Growth Fund only), PBIA (with respect to the Total
Return Fund only), WP (with respect to the Regional Small Cap Fund only) and
Sasco (with respect to the Contrarian Value Fund only) to select the brokers or
dealers that will execute the purchases and sales of the Funds' portfolio
securities. In placing purchase and sale orders for the Funds, it is the policy
of the Adviser and the portfolio managers to seek the best execution of orders
at the most favorable price in light of the overall quality of brokerage and
research services provided.

The Management Agreements and Sub-Advisory Agreements permit the Adviser, WCM
(with respect to the Growth Fund only), PBIA (with respect to the Total Return
Fund only), WP (with respect to the Regional Small Cap Fund only) and Sasco
(with respect to the Contrarian Value Fund only) to cause the applicable Fund to
pay a broker which provides brokerage and research services to the Adviser, WCM,
PBIA, WP or Sasco a commission for effecting securities transactions in excess
of the amount another broker would have charged for executing the transaction,
provided the Adviser, WCM, PBIA, WP or Sasco as the case may be, believes this
to be in the best interests of such Fund. Although the Funds do not intend to
market their shares through intermediary broker-dealers, the Funds may place
portfolio orders with broker-dealers who recommend the purchase of their shares
to clients if the Adviser, WCM, PBIA, WP or Sasco believes the commissions and
transaction quality are comparable to that available from other brokers and
allocate portfolio brokerage on that basis.

CAPITAL STRUCTURE

The Corporation's authorized capital consists of 10,000,000,000 shares of
Common Stock, of which 300,000,000 are allocated to the Growth Fund, 300,000,000
are allocated to the Total Return Fund, 300,000,000 are allocated to the
Regional Small Cap Fund and 300,000,000 are allocated to the Contrarian Value
Fund. Each share outstanding entitles the holder to one vote. Generally shares
are voted in the aggregate and not by each Fund, except where class voting by
each Fund is required by Wisconsin law or the Act (e.g., a change in investment
policy or approval of an investment advisory agreement). By virtue of its stock
ownership Resource Trust Company controls each of the Funds and the Corporation
and First Trust National Association is deemed to control the Regional Small Cap
Fund.

The shares of each Fund have the same preferences, limitations and rights,
except that all consideration received from the sale of shares of each Fund,
together with all income, earnings, profits and proceeds thereof, belong to that
Fund and are charged with the liabilities in respect of that Fund and of that
Fund's share of the general liabilities of the Corporation in the proportion
that the total net assets of the Fund bears to the total net assets of all of
the Funds. However the Board of Directors of the Corporation may, in their
discretion direct that any one or more general liabilities of the Corporation be
allocated among the Funds on a different basis. The net asset value per share
of eachFund is based on the assets belonging to that Fund less the liabilities
charged to that Fund, and dividends are paid on shares of each Fund only out of
lawfully available assets belonging to that Fund. In the event of liquidation
or dissolution of the Corporation, the shareholders of each Fund will be
entitled, out of the assets of the Corporation available for distribution, to
the assets belonging to such Fund.

There are no conversion or sinking fund provisions applicable to the shares
of any Fund, and the holders have no preemptive rights and may not cumulate
their votes in the election of directors. Consequently the holders of more than
50% of the Corporation's shares voting for the election of directors can elect
the entire Board of Directors, and in such event, the holders of the remaining
shares voting for the election of directors will not be able to elect any person
or persons to the Board of Directors. The Wisconsin Business Corporation Law
permits registered investment companies, such as the Corporation, to operate
without an annual meeting of shareholders under specified circumstances if an
annual meeting is not required by the Act. The Corporation has adopted the
appropriate provisions in its Bylaws and does not anticipate holding an annual
meeting of shareholders to elect directors unless otherwise required by the Act.
The Corporation has also adopted provisions in its Bylaws for the removal of
directors by its shareholders.

The shares of each Fund are redeemable and are freely transferable. All
shares issued and sold by the Corporation will be fully paid and nonassessable,
except as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law. Fractional shares of each Fund entitle the holder to the same
rights as whole shares of such Fund. Firstar Trust Company, 615 East Michigan
Street, Milwaukee, Wisconsin 53202, acts as the Corporation's transfer agent and
dividend disbursing agent.

The Corporation will not issue certificates evidencing shares purchased
unless so requested in writing. Where certificates are not issued, the
shareholder's account will be credited with the number of shares purchased,
relieving shareholders of responsibility for safekeeping of certificates and the
need to deliver them upon redemption. Written confirmations are issued for all
purchases of shares of each Fund. Any shareholder may deliver certificates to
Firstar Trust Company and direct that his account be credited with the shares. A
shareholder may direct Firstar Trust Company at any time to issue a certificate
for his shares without charge.

SHAREHOLDER REPORTS

Shareholders of each Fund will be provided at least semi-annually with a
report showing such Fund's portfolio and other information and annually after
the close of the Corporation's fiscal year, which currently ends June 30, with
an annual report containing audited financial statements. Shareholders who have
questions about the Funds should call Firstar Trust Company at 1-800-595-5519 or
(414) 765-4124 or write to: Eastcliff Funds, 900 Second Avenue South, 300
International Centre, Minneapolis, Minnesota 55402, Attention: Corporate Vice
President.

PERFORMANCE INFORMATION

Each of the Funds may provide from time to time, in advertisements, reports
to shareholders and other communications with shareholders, its average annual
compounded rate of return. A Fund's average annual compounded rate of return
refers to the rate of return which, if applied to an initial investment in such
Fund at the beginning of a stated period and compounded over the period, would
result in the redeemable value of the investment in such Fund at the end of the
stated period. The calculation assumes reinvestment of all dividends and
distributions and reflects the effect of all recurring fees. Each Fund may also
provide "aggregate" total return information for various periods, representing
the cumulative change in value of an investment in a Fund for a specific period
(again reflecting changes in share price and assuming reinvestment of dividends
and distributions).

Any performance results will be based on historical earnings and should not
be considered as representative of the performance of a Fund in the future. An
investment in a Fund will fluctuate in value and at redemption its value may be
more or less than the initial investment.

Each of the Funds may compare its performance to other mutual funds with
similar investment objectives and to the industry as a whole, as reported by
Morningstar, Inc. and Lipper Analytical Services, Inc., Money, Forbes, Business
Week and Barron's magazines, and The Wall Street Journal. (Morningstar, Inc. and
Lipper Analytical Services, Inc. are independent ranking services that rank over
1,000 mutual funds based upon total return performance.) Each of the Fund's may
also compare its performance to the Dow Jones Industrial Average, Nasdaq
Composite Index, Nasdaq Industrials Index, Value Line Composite Index, the S&P
500 Index, S&P400 Mid-Cap Growth Index, Lehman Intermediate Corporate Bond
Index, Russell 1000 Growth Index, Russell 2000 Index, Russell Midcap Index and
the Consumer Price Index. Such comparisons may be made in advertisements,
shareholder reports or other communications to shareholders.

EASTCLIFF FUNDS
900 Second Avenue South
300 International Centre
Minneapolis, Minnesota 55402
612-336-1444

INVESTMENT ADVISER
RESOURCE CAPITAL ADVISERS, INC.
900 Second Avenue South
300 International Centre
Minneapolis, Minnesota 55402

PORTFOLIO MANAGERS
EASTCLIFF GROWTH FUND
WINSLOW CAPITAL MANAGEMENT, INC.
EASTCLIFF TOTAL RETURN FUND
PALM BEACH INVESTMENT ADVISERS, INC.
EASTCLIFF REGIONAL SMALL CAPITALIZATION VALUE FUND
WOODLAND PARTNERS LLC
EASTCLIFF CONTRARIAN VALUE FUND
SASCO CAPITAL, INC.

ADMINISTRATOR
FIDUCIARY MANAGEMENT, INC.
225 East Mason Street
Milwaukee, Wisconsin 53202

CUSTODIAN, TRANSFER AGENT
AND DIVIDEND DISBURSING AGENT
FIRSTAR TRUST COMPANY
615 East Michigan Street
Milwaukee, Wisconsin 53202
1-800-595-5519
or
414-765-4124

INDEPENDENT ACCOUNTANTS
PRICE WATERHOUSE LLP
3100 Multifoods Tower
33 South Sixth Street
Minneapolis, Minnesota 55402

LEGAL COUNSEL
FOLEY & LARDNER
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

EASTCLIFF FUNDS

PURCHASE APPLICATION

- --- This is a follow-up application to an investment by wire transfer.

Mail completed application to:
Eastcliff Funds
c/o Firstar Trust Company
Mutual Fund Services
P.O. Box 701
Milwaukee, WI 53201-0701

Overnight Express Mail to:
Eastcliff Funds
c/o Firstar Trust Company
Mutual Fund Services, 3rd Floor
615 E. Michigan Street
Milwaukee, WI 53202

Use this form for individual, custodial, trust, profit sharing or pension plan
accounts, including self-directed IRA and 401(k) plans. DO NOT USE THIS FORM
FOR THE EASTCLIFF FUNDS-SPONSORED IRAs, SEP-IRA, SIMPLE IRA, 402(b)(7),
DEFINED CONTRIBUTION (KEOGH OR CORPORATE PROFIT-SHARING AND MONEY-PURCHASE)
OR 401(K) PLANS WHICH REQUIRE FORMS AVAILABLE FROM THE EASTCLIFF FUNDS.
For information please call 1-800-595-5519 or 1-414-765-4124.
- ------------------------------------------------------------------------------

A. INVESTMENT
The minimum initial investment is $1,000 for shares in any of the Eastcliff
Funds. Minimum additions to any Fund are $100 (except $50 for the Automatic
Investment Plan).

Wiring instructions: Firstar Bank Milwaukee, NA, 777 E Wisconsin Ave.,
Milwaukee, WI 53202,
ABA: 075000022, For credit to Firstar Trust Co., Account # 112-952-137,
For further credit (insert full name of Fund) (shareholders name) & (account
-------------------------------------------- -------
number).
- ------
Notify Firstar Trust Company at 1-800-595-5519 or 1-414-765-4124 prior to
sending wire.

PAYMENT BY --- Check --- Wire AMOUNT

- --- Eastcliff Growth Fund $--------------
- --- Eastcliff Total Return Fund $--------------
- --- Eastcliff Regional Small Capitalization Value Fund $--------------
- --- Eastcliff Contrarian Value Fund $--------------

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

B. REGISTRATION
- --- Individual

- --- Self-Directed IRA

- ----------------- ---- --------------------- ---------------- --------
FIRST NAME M.I LAST NAME SOCIAL SECURITY # BIRTHDATE
(Mo/Dy/Yr)
- --- Joint Owner*<F22>
(Cannot be a minor)

- ----------------- ---- --------------------- ---------------- --------
FIRST NAME M.I LAST NAME SOCIAL SECURITY # BIRTHDATE
(Mo/Dy/Yr)
*<F22>Registration will be Joint Tenancy with Rights of Survivorship (JTWROS),
unless otherwise specified.
- --- Gift to Minor

- ---------------------------------------------- ---- -----------------------
CUSTODIAN'S FIRST NAME (only one permitted) M.I. LAST NAME

- --------------------------------------------- ---- -----------------------
MINOR'S FIRST NAME (only one permitted) M.I. LAST NAME

- --------------------------- ----------------------------- -----------------
MINOR'S SOCIAL SECURITY # MINOR'S BIRTH DATE (Mo/Dy/Yr) STATE OF RESIDENCE

- --- Trust, Estate or Guardianship**<F23>

- ------------------------------------------------------------------------------
NAME OF TRUSTEE(S) (if to be included in registration)**<F23>

- --- Corporate***<F24> (including Corporate Pension Plans)

- --- Partnership**<F23>

- --- Other Entity**<F23>

- ------------------------------------------------------------------------------
NAME OF TRUST**<F23> / CORPORATION***<F24> / PARTNERSHIP

- ------------------------------------------------- --------------------------
SOCIAL SECURITY # / TAX ID # DATE OF AGREEMENT (Mo/Dy/Yr)
**<F23>Additional documentation and certification may be requested
***<F24>Corporate Resolution is required

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

C. ADDRESS
Mailing Address

- ---------------------------------------------------- -----------------------
STREET APT / SUITE

- -------------------------------------------- ----------------- -----------
CITY STATE ZIP

- ----------------------------------------- ----------------------------------
DAYTIME PHONE # EVENING PHONE #

- --- Duplicate Confirmation (if desired) to:

- --------------------------- ----- ----------------------------------------
FIRST NAME M.I. LAST NAME

- ---------------------------------------------------- -----------------------
STREET APT / SUITE

- -------------------------------------------- ----------------- -----------
CITY STATE ZIP

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

D. DISTRIBUTION OPTIONS
Capital gains & dividends will be reinvested if no option is selected.

--- Capital Gains & --- Capital Gains &
Dividends Reinvested Dividends in Cash
--- Capital Gains in Cash & --- Capital Gains Reinvested &
Dividends Reinvested Dividends in Cash

If the distribution is to be paid in cash, specify payment method below:
--- Send check to mailing address in Section C.
--- Automatic deposit to my bank account via EFT. This transfer may take
up to 3 business days to reach your bank account (please complete bank
information below).

- ------------------------------------------------------------------------------
NAMES(S) ON BANK ACCOUNT

- ---------------------------------------- -----------------------------------
BANK NAME ACCOUNT NUMBER

- ------------------------------------------------------------------------------
BANK ADDRESS

An unsigned voided check (for checking accounts) or a savings account deposit
slip is required with your application. Your signed application must be received
at least 15 business days prior to the initial distribution transaction.

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

E. TELEPHONE REDEMPTIONS
I authorize Eastcliff Funds, Inc. to act upon my telephone instructions to
redeem shares from my account.
--- The proceeds will be mailed to the address in Section C.
--- The proceeds of any redemption will be wired to your bank (complete bank
information below). A wire fee of $12.00 will be charged.
--- The proceeds of any redemption will be transferred via Electronic Funds
Transfer ("EFT"). This transfer may take up to 3 business days to reach your
bank (please complete bank information below).

- ------------------------------------------------------------------------------
NAMES(S) ON BANK ACCOUNT

- -------------------------------------------- -------------------------------
BANK NAME ACCOUNT NUMBER

- ------------------------------------------------------------------------------
BANK ADDRESS
An unsigned voided check (for checking accounts) or a savings account deposit
slip is required with your application. Your signed application must be received
at least 15 business days prior to the initial redemption transaction.

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

F. EXCHANGE PRIVILEGE
If investment is by exchange, such exchange should be made from:
--- Eastcliff Growth Fund --- Eastcliff Total Return Fund
Account # --------------- Account #----------------------

--- Eastcliff Regional Small Capitalization Value Fund
Account # -----------------------

--- Eastcliff Contrarian Value Fund
Account #------------------------

(I understand that exchanges between the Funds are taxable transactions.)
Amount of Exchange $-------------- or Number of Shares ------------------

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

G. SYSTEMATIC WITHDRAWALS
I would like to withdraw from Eastcliff Fund name-----------------------------
Account # ------------- $------------------ ($100 minimum) as follows:
- --- I would like to have payments made to me on or about the ------ day of each
month, Or
- --- I would like to have payments made to me on or about the ------ day of the
months that I have circled below:

Jan. Feb. Mar. Apr. May June July Aug. Sept. Oct. Nov. Dec.

- --- I would like my payments automatically deposited to my checking, NOW or
savings account. Complete bank account information below and attach a copy of a
voided check or savings deposit slip. (A check will be mailed to the address
from section C if this selection is not marked).

- ------------------------------------------------------------------------------
NAMES(S) ON BANK ACCOUNT

- --------------------------------------------- ------------------------------
BANK NAME ACCOUNT NUMBER

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

H. AUTOMATIC INVESTMENT PLAN
I would like to establish an Automatic Investment Plan for the Eastcliff
Funds as described in the Prospectus. Based on these instructions, Firstar
Trust Company as Transfer Agent for the Eastcliff Funds, will automatically
transfer money directly from my checking, NOW or savings account to purchase
shares in the Eastcliff Fund of my choice. I understand if the automatic
purchase cannot be made due to insufficient funds, stop payment or any other
reason, a $20 fee will be assessed. Your signed application must be received
at least 15 business days prior to initial transaction. Attach an unsigned,
voided check (for checking accounts) or a savings account deposit slip and
complete this form.
Please indicate the day of debit from bank account------------------------
Start Date (month & year) -------------- --- Monthly --- Quarterly
Eastcliff Fund name --------------------------------
Account Number, if known ---------------------------
Indicate amount to be withdrawn from my bank account $---------- (minimum $50)

- ------------------------------------------------------------------------------
NAMES(S) ON BANK ACCOUNT

- ---------------------------------------------- -----------------------------
BANK NAME ACCOUNT NUMBER

- ------------------------------------------------------------------------------
BANK ADDRESS

- ------------------------------------------ ---------------------------------
SIGNATURE OF BANK ACCOUNT OWNER SIGNATURE OF JOINT OWNER (if any)
An unsigned voided check (for checking accounts) or a savings account deposit
slip is required with your application.

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

I. SIGNATURE AND CERTIFICATION REQUIRED BY THE INTERNAL REVENUE SERVICE
Neither the Fund nor its transfer agent will be responsible for the
authenticity of transaction instructions received by telephone, provided that
reasonable security procedures have been followed.

By selecting the options in Section (G or H), I hereby authorize the Fund to
initiate debits/credits to my account at the bank indicated and for the bank
to debit/credit the same to such account through the Automated Clearing House
("ACH") system.

UNDER THE PENALTY OF PERJURY, I CERTIFY THAT (1) THE SOCIAL SECURITY NUMBER
OR TAXPAYER IDENTIFICATION NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER
IDENTIFICATION NUMBER, AND (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER
AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR THE IRS HAS
NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING. THE IRSDOES
NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

- --------------------------------- ------------------------------------------
DATE (Mo/Dy/Yr) SIGNATURE OF OWNER*<F25>

- -------------------------------- -------------------------------------------
DATE (Mo/Dy/Yr) SIGNATURE OF JOINT OWNER, if any
*<F25>If shares are to be registered in (1) joint names, both persons should
sign, (2) a custodian for a minor, the custodian should sign, (3) a trust, the
trustee(s) should sign, or (4) a corporation or other entity, an officer should
sign and print name and title on space provided below.

- ------------------------------------------------------------------------------
PRINT NAME AND TITLE OF OFFICER SIGNING FOR A CORPORATION OR OTHER ENTITY.

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