MONITOR FUNDS, 485BXT, 1998-02-03

MONITOR FUNDS
485BXT, 1998-02-03

Previous: MESA AIR GROUP INC, SC 13D/A, 1998-02-03

Next: MONITOR FUNDS, N-14AE/A, 1998-02-03

<PAGE>

As filed with the Securities and Exchange Commission on February 3, 1998
Registration Nos. 33-11905, 811-5010
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 25
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 27
relating solely to:
THE MONITOR INTERMEDIATE GOVERNMENT INCOME FUND
(no information relating to any other series of the Registrant is amended or
superseded hereby),
a series of
THE MONITOR FUNDS
(Exact Name of Registrant as Specified in Charter)

41 South High Street
Columbus, Ohio 43287
(Address of Principal Executive Office)
1-800-544-8347
(Registrant's Telephone Number)

David G. Lee, Senior Vice President
SEI Fund Resources
One Freedom Valley Road
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

Copy to:
Paul R. Rentenbach
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313) 568-6915 (FAX)
- --------------------------------------------------------------------------------

It is proposed that this filing will become effective (check appropriate box):
[ ] 60 days after filing pursuant to Rule 485(a)(1), or
[ ] On , 199 , pursuant to Rule 485(a)(1), or
[ ] 75 days after filing pursuant to Rule 485(a)(2), or
[ ] On , 199 , pursuant to Rule 485(a)(2).
[ ] Immediately upon filing pursuant to Rule 485(b), or
[X] On February 9, 1998, pursuant to Rule 485(b)

If appropriate, check this box:

[X] This post-effective amendment designates a new effective date for a
previously-filed post-effective amendment.

<PAGE>

CROSS REFERENCE SHEET

NOTE: References set forth below are to headings in either the Prospectus for
Trust Shares of The Monitor Funds or the Prospectus for Investment Shares of The
Monitor Funds, as indicated by brackets

<TABLE>
<CAPTION>
Form N-1A Part A Item Location in Prospectus
- --------------------- ----------------------
<S> <C>
Item 1. Cover Page............................ Cover Page
Item 2. Synopsis.............................. Summary; Fee Table and Example
Item 3. Condensed Financial Information....... Not Applicable
Item 4. General Description of Registrant..... The Funds' Investment Objectives; Additional Information on Portfolio
Investments and Strategies; Investment Restrictions
Item 5. Management of the Fund................ Management of the Trust
Item 5a. Management's Discussion of Fund
Performance........................... Not Applicable
Item 6. Capital Stock and Other Securities.... Distributions and Taxes; Organization of the Trust; Shareholder
Inquiries; Other Classes of Shares
Item 7. Purchase of Securities Being
Offered............................... How the Funds Value Their Shares; [How to Buy Investment Shares];
[How to Buy Trust Shares]; [How to Exchange Investment Shares
Among the Monitor Funds]; [How to Exchange Trust Shares Among
the Monitor Funds]; Management of the Trust--Distribution of Shares;
Management of the Trust--Distribution Plan [Investment Shares only]
Item 8. Redemption or Repurchase............... [How to Redeem Investment Shares] [How to Redeem Trust Shares];
Systematic Withdrawal Program; Accounts with Low
Balances [Investment Shares only]
Item 9. Pending Legal Proceedings.............. Not Applicable

Location in Statement of
Form N-1A Part B Item Additional Information
- --------------------- ------------------------
Item 10. Cover Page............................ Cover Page
Item 11. Table of Contents..................... Table of Contents
Item 12. General Information and History....... Definitions; Additional Information About the Trust and its Shares
Item 13. Investment Objectives and Policies.... Investment Objectives and Policies of the Trust; Investment
Restrictions
Item 14. Management of the Fund................ Management of the Trust
Item 15. Control Persons and Principal
Holders of Securities................. Fund Ownership
Item 16. Investment Advisory and
Other Services........................ Investment Adviser; Administrator; Distributor;
Custodian; Transfer Agent and Dividend Disbursing Agent;
Independent Auditors
Item 17. Brokerage Allocation and Other
Practices............................. Portfolio Transactions; Brokerage and Research Services
Item 18. Capital Stock and Other Securities.... Dividends and Distributions
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered........... Distribution Plan [Investment Shares only]; Determination of Net Asset
Value; Additional Purchase Information--Payment in Kind
Item 20. Tax Status............................ Taxes
Item 21. Underwriters.......................... Not Applicable
Item 22. Calculation of Performance Data....... Performance Information
Item 23. Financial Statements.................. Incorporated by Reference into the Combined Statement of
Additional Information by reference to the Trust's Combined Annual
Report dated December 31, 1996, and the Trust's Combined Semi-
Annual Report dated June 30, 1997
</TABLE>

Form N-1A Part C
- ----------------
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Post-Effective Amendment to the
Registration Statement.
<PAGE>

PROSPECTUS

THE MONITOR INTERMEDIATE GOVERNMENT INCOME FUND

INVESTMENT SHARES

The Investment Shares of The Monitor Intermediate Government Fund (the
"Fund") offered by this Prospectus represent interests in a diversified
portfolio of securities that is one of a series of eleven investment
portfolios in The Monitor Funds, a Massachusetts business trust (the "Trust")
which is an open-end management investment company (a mutual fund). Investment
Shares may be purchased through The Huntington Investment Company, Huntington
Personal Bankers or the Investor Services Department pursuant to agreements
between The Huntington Investment Company or The Huntington National Bank, and
SEI Investments Distribution Co. (the "Distributor"), the Trust's distributor.
The investment objective of the Fund is to provide a high level of current
income. The Fund will pursue this objective by investing primarily in debt
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, in the form of U.S. Treasury bills, notes and bonds, and
mortgage-backed securities and collateralized mortgage obligations which have
a dollar-weighted average maturity of not less than three nor more than ten
years.
The Fund is offered in two classes of shares, Investment Shares and Trust
Shares. This Prospectus relates only to Investment Shares of the Fund. This
Prospectus sets forth concisely what a shareholder should know before
investing in Investment Shares of the Fund and should be read carefully and
retained for future reference. The Combined Statement of Additional
Information dated April 30, 1997, as supplemented on November 20, 1997, and
February 9, 1998, for Investment Shares and Trust Shares has been filed with
the Securities and Exchange Commission and is incorporated into this
Prospectus by reference. FOR A FREE COPY OF THE COMBINED STATEMENT OF
ADDITIONAL INFORMATION, AS SUPPLEMENTED, CALL THE INVESTOR SERVICES DEPARTMENT
AT: (IN OHIO) 614-480-5580 OR (OUTSIDE THE 614 AREA CODE) 800-253-0412.
THE HUNTINGTON NATIONAL BANK
Investment Adviser
SEI FUND RESOURCES
Administrator
SEI INVESTMENTS DISTRIBUTION CO.
Distributor
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.
THE INVESTMENT COMPANY SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY, THE HUNTINGTON NATIONAL BANK,
NOR ARE THEY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT OR ANY AGENCY SPONSORED BY THE FEDERAL GOVERNMENT OR ANY STATE.
INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.

February 9, 1998
<PAGE>

TABLE OF CONTENTS
PAGE

GENERAL INFORMATION............................................................1
FEE TABLE AND EXAMPLE..........................................................1
INVESTMENT OBJECTIVE AND POLICIES..............................................2
RISK FACTORS...................................................................2
ADDITIONAL INFORMATION ON PORTFOLIO INVESTMENTS AND STRATEGIES.................3
U.S. Government Securities....................................................3
Repurchase Agreements.........................................................4
When-Issued and Delayed Delivery Transactions.................................4
Lending of Portfolio Securities...............................................4
Options and Futures Contracts.................................................4
Mortgage-Related Securities...................................................5
Mortgage Pass-Through Securities..............................................5
Adjustable Rate Mortgage Securities...........................................5
Collateralized Mortgage Obligations...........................................7
Stripped Mortgage-Backed Securities...........................................8
INVESTMENT RESTRICTIONS........................................................9
HOW THE FUND VALUES SHARES.....................................................9
HOW TO BUY INVESTMENT SHARES..................................................10
To Place an Order............................................................10
Minimum Investment Required..................................................11
What Shares Cost.............................................................11
Systematic Investment Program................................................13
HOW TO EXCHANGE INVESTMENT SHARES AMONG THE FUNDS.............................13
By Telephone.................................................................14
By Mail......................................................................14
PAGE

HOW TO REDEEM INVESTMENT SHARES...............................................15
Redeeming by Telephone.......................................................15
Redeeming by Mail............................................................16
Redeeming by Fax.............................................................16
SYSTEMATIC WITHDRAWAL PROGRAM.................................................16
ACCOUNTS WITH LOW BALANCES....................................................17
MANAGEMENT OF THE TRUST AND SERVICE PROVIDERS.................................17
Distribution of Investment Shares............................................18
Distribution Plan............................................................18
Administration of the Fund...................................................19
Custodian, Recordkeeper, Transfer Agent, and Dividend Disbursing Agent.......19
Independent Auditors.........................................................19
DISTRIBUTIONS AND TAXES.......................................................20
Distribution Options.........................................................20
Taxes........................................................................20
ORGANIZATION OF THE TRUST.....................................................21
Voting Rights................................................................22
PERFORMANCE DATA AND COMPARISONS..............................................22
SHAREHOLDER INQUIRIES.........................................................23
OTHER CLASSES OF SHARES.......................................................23
<PAGE>

GENERAL INFORMATION

The Trust, a management investment company, was established as a
Massachusetts business trust under a Declaration of Trust dated February 10,
1987. The Declaration of Trust permits the Trust to offer separate series of
shares of beneficial interest representing interests in separate portfolios of
securities (individually, a "fund," or collectively, the "funds"). The shares
in any one portfolio may be offered in separate classes. As of the date of
this Prospectus, the Board of Trustees has established two classes of shares,
known as Trust Shares and Investment Shares, in all of the funds. This
Prospectus relates solely to the Investment Shares of The Monitor Intermediate
Government Income Fund (the "Fund").

For information on how to purchase Investment Shares of the Fund, please
refer to "How to Buy Investment Shares." A minimum initial investment of
$1,000 is required for the Fund. Subsequent investments in the Fund must be in
amounts of at least $50. Investment Shares of the Fund are sold at net asset
value plus a sales charge, where applicable. Shares of the Fund are redeemed
at net asset value. Information on redeeming shares may be found under "How to
Redeem Investment Shares." The Fund is advised by The Huntington National Bank
("Huntington" or the "Adviser").

FEE TABLE AND EXAMPLE

The following Fee Table and Example summarize the various costs and expenses
that a shareholder of Investment Shares will bear, either directly or
indirectly.

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum sales load imposed on purchases (as a percentage of offering
price).................................................................. 2.00%
</TABLE>

ANNUAL INVESTMENT SHARES OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
TOTAL
INVESTMENT
SHARES
MANAGEMENT 12B-1 OTHER OPERATING
FEES (1) FEES (2) EXPENSES (3) EXPENSES
---------- -------- ------------ ----------
<S> <C> <C> <C> <C>
Intermediate Government Income
Fund.............................. 0.50% 0.25% 0.30% 1.05%
</TABLE>
- --------
(1) Fees paid by the Fund for investment advisory services. See "Management of
the Trust."
(2) Fees paid by Investment Shares of the Fund for distribution services
provided with respect to Investment Shares. Total payments of up to 0.25
of 1% of the average daily net assets attributable to Investment Shares
are permitted under the Distribution Plan. The Distributor may waive a
portion of such fee, but can terminate any such voluntary waiver at any
time in its sole discretion. See "Management of the Trust--Distribution
Plan."
(3) Represents all other estimated expenses of the Fund including
administration fees, custodian fees, transfer agent fees and dividend
disbursing agent fees. See "Management of the Trust--Administration of the
Funds."

EXAMPLE:
A shareholder 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, and (3) payment of the maximum sales load:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Intermediate Government Income Fund............. $31 $53 $78 $148
</TABLE>

1
<PAGE>

The purpose of the foregoing example is to assist an investor in
understanding the various costs and expenses that a shareholder of Investment
Shares will bear directly or indirectly. The example should not be considered
a representation of past or future expenses. Actual expenses may be greater or
less than those shown. Long-term shareholders may pay more than the economic
equivalent of the maximum front-end sales charges permitted under the rules of
the National Association of Securities Dealers, Inc.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to provide investors with high level
of current income. The Intermediate Government Income Fund invests primarily
in obligations issued or guaranteed by the U.S. Government, it agencies or
instrumentalities in the form of U.S. Treasury bills, notes and bonds,
mortgage-backed securities and collateralized mortgage obligations having a
dollar-weighted average maturity of not less than three nor more than ten
years. As a fundamental policy, under normal market conditions, the Fund
invests at least 65% of its assets in such securities. Certain of these
securities may be subject to repurchase agreements and the Fund also may
engage in transactions in interest rate futures contracts and options thereon.
For a further description of these securities and other investment activities,
see "Additional Information on Portfolio Investments and Strategies" herein.

The Fund's investment objective is fundamental and may be changed only by a
vote of a majority of the outstanding shares. Unless otherwise noted in this
Prospectus or in the Statement of Additional Information, the investment
policies of the Fund are not fundamental and may be changed by the Trust's
Board of Trustees (the "Trustees"). Any percentage limitation on the Fund's
investments (or other activities) will be considered to be violated only if
such limitation is exceeded immediately after, and is caused by, an
acquisition of an investment (or the taking of such other action). For a
description of the ratings of the nationally recognized statistical ratings
organizations ("NRSROs") utilized by Huntington in managing the Fund's
investments see the Appendix to the SAI.

RISK FACTORS

Investors should be aware of the following general observations. The market
value of fixed-income securities, which constitute a major part of the
investments of the Fund, may vary inversely in response to changes in
prevailing interest rates ("interest rate risk"). The Fund may make certain
investments and employ certain investment techniques that involve special
risks, including the use of repurchase agreements, lending of portfolio
securities, entering into futures contracts and related options as hedges and
purchasing securities on a when-issued or delayed delivery basis. These
investments and investment techniques may increase the volatility of the
Fund's net asset value. Their risks are described under "Additional
Information on Portfolio Investments and Strategies." The Fund may purchase
debt obligations that are not rated if such obligations are considered by the
Advisor to be of investment quality comparable to other rate obligations that
can be purchased by the Fund.

2
<PAGE>

principal payments just at a time when interest rates on new mortgage
investments are falling. Prepayment risk has two important effects on the
Fund: (1) when interest rates fall and additional mortgage prepayments must be
reinvested at lower interest rates, the Fund's income will be reduced; and (2)
when interest rates fall, prices on mortgage-backed securities may not rise as
much as comparable Treasury bonds because bond market investors may anticipate
an increase in mortgage prepayments and a likely decline in income.

The Fund's investments in mortgage-related securities also subject it to
extension risk. Extension risk is the possibility that rising interest rates
may cause prepayments to occur at a slower than expected rate. This particular
risk may effectively change a security which was considered short- or
intermediate-term at the time of purchase into a long-term security. Long-term
securities generally fluctuate more widely in response to changes in interest
rates than short- or intermediate-term securities.

The Fund's investments in mortgage-related securities may include derivative
mortgage securities such as collateralized mortgage obligations ("CMOs") and
stripped mortgage-backed securities, which may involve risks in addition to
those found in other mortgage-related securities. Recent market experience has
shown that certain derivative mortgage securities may be highly sensitive to
changes in interest and prepayment rates and, as a result, the prices of such
securities may be highly volatile. In addition, recent market experience has
shown that during periods of rising interest rates, the market for certain
derivative mortgage securities may become more unstable and such securities
may become more difficult to sell as market makers either choose not to
repurchase such securities or offer prices, based on current market
conditions, which are unacceptable to the Fund.

ADDITIONAL INFORMATION ON PORTFOLIO INVESTMENTS AND STRATEGIES

U.S. GOVERNMENT SECURITIES

U.S. Government securities are securities that are either issued or
guaranteed as to payment of principal and interest by the U.S. Government, its
agencies, or instrumentalities. THE CURRENT MARKET PRICES FOR SUCH SECURITIES
ARE NOT GUARANTEED AND WILL FLUCTUATE. Investments in U.S. Government
securities are limited to (a) direct obligations of the U.S. Treasury, such as
U.S. Treasury bills, notes and bonds and (b) notes, bonds, and discount notes
of U.S. Government agencies or instrumentalities, such as the: Farm Credit
System, including the National Bank for Cooperatives and Banks for
Cooperatives; Federal Home Loan Banks; Federal Home Loan Mortgage Corporation;
Federal National Mortgage Association; Government National Mortgage
Association; Export-Import Bank of the United States; Commodity Credit
Corporation; Federal Financing Bank; The Student Loan Marketing Association;
National Credit Union Administration; and Tennessee Valley Authority. Some
obligations issued or guaranteed by agencies or instrumentalities of the U.S.
Government, such as Government National Mortgage Association participation
certificates, are backed by the full faith and credit of the U.S. Treasury. No
assurances can be given that the U.S. Government will provide financial
support to other agencies or instrumentalities, since it is not obligated to
do so. These instruments are supported by (a) the issuer's right to borrow an
amount limited to a specific line of credit from the U.S. Treasury, (b) the
discretionary authority of the U.S. Government to purchase certain obligations
of an agency or instrumentality or (c) the credit of the agency or
instrumentality.

3
<PAGE>

REPURCHASE AGREEMENTS

Certain securities in which the Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S.
Government securities or other securities to the Fund and agree at the time of
sale to repurchase them at a mutually agreed upon time and price. The Fund or
its custodian will take possession of the securities subject to repurchase
agreements and these securities will be marked to market daily. To the extent
that the original seller does not repurchase the securities from the Fund, the
Fund could receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Trustees believe that under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor
of the Fund and allow retention or disposition of such securities. The Fund
will only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are found by Huntington
to be creditworthy pursuant to guidelines established by the Trustees.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may purchase securities on a when-issued or delayed delivery basis.
These transactions are arrangements in which the Fund purchases securities
with payment and delivery scheduled for a future time. The seller's failure to
complete these transactions may cause the Fund to miss a price or yield
considered to be advantageous. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. Accordingly, the Fund may pay
more or less than the market value of the securities on the settlement date.
The Fund may dispose of a commitment prior to settlement if the Fund's adviser
deems it appropriate to do so.

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Fund may lend its portfolio
securities on a short-term basis to brokers, dealers or other financial
institutions. The Fund will only enter into loan arrangements with brokers,
dealers or other financial institutions which Huntington has determined are
creditworthy under guidelines established by the Trustees and must receive
collateral equal to at least 102% of the current market value of the
securities loaned. The collateral received when the Fund lends portfolio
securities must be valued daily and, should the market value of the loaned
securities increase, the borrower must furnish additional collateral to the
Fund. As a matter of fundamental policy, the aggregate value of all securities
loaned by the Fund may not exceed 20% of the Fund's total assets.

There is the risk that, when lending portfolio securities, the securities
may not be available to a Fund on a timely basis and the Fund may, therefore,
lose the opportunity to sell the securities at a desirable price. In addition,
in the event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.

OPTIONS AND FUTURES CONTRACTS

The Fund may seek to increase its current return by writing covered call
options and covered put options on its portfolio securities or other
securities in which it may invest. The Fund receives a

4
<PAGE>

premium from writing a call or put option, which increases the Fund's return
if the option expires unexercised or is closed out at a net profit. The Fund
may also buy and sell put and call options on its securities for hedging
purposes. When the Fund writes a call option on a portfolio security, it gives
up the opportunity to profit from any increases in the price of the security
above the exercise price of the option. When it writes a put option, the Fund
takes the risk that it will be required to purchase a security from the option
holder at a price above the current market price of the security. The Fund may
terminate an option that it has written prior to expiration by entering into a
closing purchase transaction in which it purchases an option having the same
terms as the option written.

The Fund may purchase and sell futures contracts and related options to
hedge against changes in the value of securities it owns or expects to
purchase. Futures contracts on a variety of stock and bond indices are
currently available. An index is intended to represent a numerical measure of
market performance by the securities making up the index. The Fund may
purchase and sell futures contracts on any index approved for trading by the
Commodity Futures Trading Commission to hedge against general changes in
market values of securities which the Fund owns or expects to purchase. The
Fund may also purchase and sell put and call options on index futures or
directly on the underlying indices for hedging purposes. In addition, the Fund
may purchase and sell futures contracts and related options on individual debt
securities which the Fund owns or expects to purchase, if and when such
futures contracts and options become available.

In connection with its futures transactions, the Fund will be required to
deposit as "initial margin" an amount of cash and/or securities. Thereafter,
subsequent payments (referred to as "variation margin") are made to and from
the broker to reflect changes in the value of the futures contract. The Fund
will not generally purchase or sell futures contracts or purchase or sell
options on futures contracts if as a result the sum of initial margin deposits
on the Fund's existing futures contracts and options written by the Fund plus
premiums paid for outstanding options on futures contracts purchased by the
Fund, would exceed 5% of a Fund's net assets.

Options and futures transactions involve various risks, including the risk
that the Fund may be unable at times to close out its positions, that such
transactions may not accomplish their purposes because of imperfect market
correlations, or that Huntington may not forecast market movements correctly.
Options and futures transactions involve costs and may result in losses. The
effective use of options and futures strategies by the Fund is dependent upon,
among other things, the Fund's ability to terminate options and futures
positions at times when Huntington deems it desirable to do so. Although the
Fund will enter into an options or futures contract position only if
Huntington believes that a liquid secondary market exists for such options or
futures contract, there is no assurance that the Fund will be able to effect
closing transactions at a particular time or at an acceptable price.

The Fund generally expects that their options and futures transactions will
be conducted on recognized exchanges. In certain instances, however, the Fund
may purchase and sell options in the over-the-counter ("OTC") markets. The
Fund's ability to terminate options in the OTC market may be more limited than
for exchange-traded options and may also involve the risk that securities
dealers participating in such transactions would be unable to meet their
obligations to the Fund. The Fund will, however, engage in OTC market
transactions only when appropriate exchange-traded transactions are
unavailable and when, in the opinion of Huntington, the pricing mechanism and
liquidity of the OTC market is satisfactory and the participants are
responsible parties likely to meet their contractual obligations.

5
<PAGE>

The use of options and futures strategies also involves the risk of
imperfect correlation between movements in the prices of options and futures
contracts and movements in the value of the underlying securities that are the
subject of a hedge. The successful use of these strategies further depends on
the ability of Huntington to forecast market movements correctly. For more
information about any of the options or futures portfolio transactions
described above, see the SAI.

MORTGAGE-RELATED SECURITIES

Mortgage-related securities are securities that, directly or indirectly,
represent participations in, or are secured by and payable from, loans secured
by real property. Mortgage-related securities, as the term is used in this
Prospectus, include mortgage pass-through securities, adjustable rate mortgage
securities, collateralized mortgage obligations, stripped mortgage-backed
securities and derivative mortgage securities. The mortgage-related securities
which the Fund will invest in fall into two categories: (a) those issued or
guaranteed by the U.S. Government or one of its agencies or instrumentalities,
such as Government National Mortgage Association ("GNMA"), Federal National
Mortgage Association ("FNMA") and Federal Home Loan Mortgage Corporation
("FHLMC"), and (b) those issued by non-governmental issuers that represent
interests in, or are collateralized by, mortgage-related securities issued or
guaranteed by the U.S. Government or one of its agencies or instrumentalities.
Non-governmental issuers referred to in (b) include originators of and
investors in mortgage loans, including savings and loan associations, mortgage
bankers, commercial banks, investment banks and special purpose subsidiaries
of the foregoing.

MORTGAGE PASS-THROUGH SECURITIES

The mortgage pass-through securities in which the Fund invests provide for
the pass-through to investors of their pro-rata share of monthly payments
(including any prepayments) made by the individual borrowers on the pooled
mortgage loans, net of any fees paid to the guarantor of such securities and
the servicer of the underlying mortgage loans. With respect to U.S. Government
pass-through securities issued by GNMA, FNMA and FHLMC, each of GNMA, FNMA and
FHLMC guarantee timely distributions of interest to certificate holders. GNMA
and FNMA guarantee timely distributions of scheduled principal. FHLMC
generally guarantees only ultimate collection of principal of the underlying
mortgage loans.

ADJUSTABLE RATE MORTGAGE SECURITIES

The Fund may also invest in adjustable rate mortgage securities ("ARMS").
ARMS are pass-through mortgage securities collateralized by mortgages with
interest rates that are adjusted from time to time. The adjustments usually
are determined in accordance with a predetermined interest rate index and may
be subject to certain limits. While the values of ARMS, like other debt
securities, generally vary inversely with changes in market interest rates
(increasing in value during period of declining interest rates and decreasing
in value during periods of increasing interest rates), the values of ARMS
should generally be more resistant to price swings than other debt securities
because the interest rates of ARMS move with market interest rates. The
adjustable rate feature of ARMS will not, however, eliminate fluctuations in
the prices of ARMS, particularly during periods of extreme fluctuations in
interest rates. Also, since many adjustable rate mortgages only reset on an
annual basis, it can be expected that the prices of ARMS will fluctuate to the
extent that changes in prevailing interest rates are not immediately reflected
in the interest rates payable on the underlying adjustable rate mortgages.

6
<PAGE>

ARMS typically have caps which limit the maximum amount by which the
interest rate may be increased or decreased at periodic intervals or over the
life of the loan. To the extent that interest rates increase in excess of the
caps, ARMS can be expected to behave more like traditional debt securities and
to decline in value to a greater extent than would be the case in the absence
of such caps. Also, since many adjustable rate mortgages only reset on an
annual basis, it can be expected that the prices of ARMS will fluctuate to the
extent that changes in prevailing interest rates are not immediately reflected
in the interest rates payable on the underlying adjustable rate mortgages. The
extent to which the prices of ARMS fluctuate with changes in interest rates
will also be affected by the indices underlying the ARMS. Some indices, such
as the one-year constant maturity Treasury note rate, closely mirror changes
in market interest rate levels. Others, such as the 11th District Federal
Reserve Cost of Funds Index (often related to ARMS issued by FNMA), tend to
lag changes in market levels and tend to be somewhat less volatile.

COLLATERALIZED MORTGAGE OBLIGATIONS

Collateralized mortgage obligations ("CMOs") are debt instruments issued by
special purpose entities, which are secured by pools of mortgage loans or
other mortgage-related securities. Multi-class pass-through securities are
equity interests in a trust composed of mortgage loans or other mortgage-
related securities. Payments of principal and interest on underlying
collateral provide the funds to pay debt service on the collateralized
mortgage obligation or make scheduled distributions on the multi-class pass-
through security. The Fund will invest only in CMOs which are issued by
agencies or instrumentalities of the U.S. government. In a CMO, a series of
bonds or certificates is issued in multiple classes. Each class of CMO, often
referred to as "tranche," is issued at a specific coupon rate and has a stated
maturity or final distribution date. Principal prepayments on collateral
underlying a CMO may cause it to be retired substantially earlier than the
stated maturities or final distribution dates.

The principal and interest on the underlying mortgages may be allocated
among the several tranches of a CMO in many ways. For example, certain
tranches may have variable or floating interest rates and others may be
stripped securities which provide only the principal or interest feature of
the underlying security. Generally, the purpose of the allocation of cash flow
of a CMO to the various tranches is to obtain a more predictable cash flow to
certain of the individual tranches than exists with the underlying collateral
of the CMO. As a general rule, the more predictable the cash flow is on a CMO
tranche, the lower the anticipated yield will be on that tranche at the time
of issuance relative to prevailing market yields on mortgage-related
securities. As part of the process of creating more predictable cash flows on
most of the tranches of a CMO, one or more tranches generally must be created
that absorb most of the volatility in the cash flows on the underlying
mortgage loans. The yields on these tranches, which may include inverse
floaters and Z tranches, discussed below, are generally higher than prevailing
market yields on mortgage-related securities with similar maturities. As a
result of the uncertainty of the cash flows of these tranches, the market
prices of and yield on these tranches generally are more volatile.

The Fund may invest in any CMO tranche, including "inverse floaters" and "Z
tranches." An inverse floater is a CMO tranche with a coupon rate that moves
inversely to a designated index, such as LIBOR (London Inter-Bank Offered
Rate) or COFI (Cost of Fund Index). Like most other fixed-income securities,
the value of inverse floaters will decrease as interest rates increase.
Inverse floaters, however, exhibit greater price volatility than the majority
of mortgage pass-through securities

7
<PAGE>

or CMOs. Coupon rates on inverse floaters typically change at a multiple of
the changes in the relevant index rate. Thus, any rise in the index rate (as a
consequence of an increase in interest rates) causes a correspondingly greater
drop in the coupon rate of an inverse floater while any drop in the index rate
causes a correspondingly greater increase in the coupon of an inverse floater.
Some inverse floaters also exhibit extreme sensitivity to changes in
prepayments. Inverse floaters would be purchased by the Fund to attempt to
protect against a reduction in the income earned on the Fund's investments due
to a decline in interest rates.

Z tranches of CMOs defer interest and principal payments until one or more
other classes of the CMO have been paid in full. Interest accretes on the Z
tranche, being added to principal, and is compounded through the accretion
period. After the other classes have been paid in full, interest payments
begin and continue through maturity. Z tranches have characteristics similar
to zero coupon bonds. Like a zero coupon bond, during its accretion period a Z
tranche has the advantage of eliminating the risk of reinvesting interest
payments at lower rates during a period of declining market interest rates. At
the same time, however, and also like a zero coupon bond, the market value of
a Z
tranche can be expected to fluctuate more widely with changes in market
interest rates than would the market value of a tranche which pays interest
currently. In addition, changes in prepayment rates on the underlying mortgage
loans will affect the accretion period of a Z tranche, and therefore also will
influence its market value.

STRIPPED MORTGAGE-BACKED SECURITIES

Some of the mortgage-related securities purchased by the Fund may represent
an interest solely in the principal repayments or solely in the interest
payments on mortgage-backed securities (stripped mortgage-backed securities or
"SMBSs"). Although the Adviser does not presently intend to invest the Fund's
assets in SMBSs, it retains the power to do so at any time. SMBSs are
derivative multi-class securities. SMBSs are usually structured with two
classes and receive different proportions of the interest and principal
distributions on the pool of underlying mortgage-backed securities. Due to the
possibility of prepayments on the underlying mortgages, SMBSs may be more
interest-rate sensitive than other securities purchased by the Fund. If
prevailing interest rates fall below the level at which SMBSs were issued,
there may be substantial prepayments on the underlying mortgages, leading to
the relatively early prepayments of principal-only SMBSs (the principal-only
or "PO" class) and a reduction in the amount of payments made to holders of
interest-only SMBSs (the interest-only or "IO" class). Therefore, interest-
only SMBSs generally increase in value as interest rates rise and decrease in
value as interest rates fall, counter to changes in value experienced by most
fixed income securities. If the underlying mortgages experience slower than
anticipated prepayments of principal, the yield on a PO class will be affected
more severely than would be the case with a traditional mortgage-related
security. Because the yield to maturity of an IO class is extremely sensitive
to the rate of principal payments (including prepayments) on the related
underlying mortgage-backed securities, it is possible that the Fund might not
recover its original investment on interest-only SMBSs if there are
substantial prepayments on the underlying mortgages. The Fund's inability to
fully recoup its investment in these securities as a result of a rapid rate of
principal prepayments may occur even if the securities are rated AAA by an
NRSRO. In view of these considerations, the Adviser intends to use these
characteristics of interest-only SMBSs to reduce the effects of interest rate
changes on the value of the Fund's portfolio, while continuing to pursue
current income.

8
<PAGE>

INVESTMENT RESTRICTIONS

The Fund has adopted certain investment restrictions and limitations for the
purpose of reducing its exposure in specific situations. These investment
limitations are fundamental policies and may be changed with respect to the
Fund only by a vote of a majority of the outstanding shares of the Fund.

The Fund will not:

(1) Invest more than 5% of the value of its total assets in the securities
of any one issuer (this limitation does not apply to securities issued
or guaranteed by the U.S. Government, or any of its agencies or
instrumentalities; or to repurchase agreements secured by such
obligations).

(2) Invest more than 15% of the value of its total assets in illiquid
securities, including restricted securities, repurchase agreements of
over seven days' duration and OTC options;

(3) Borrow money or pledge or mortgage its assets, except that the Fund may
borrow from banks up to 10% of the current value of its total net
assets for temporary or emergency purposes and those borrowings may be
secured by the pledge of not more than 15% of the current value of its
total net assets (but investments may not be purchased by the Fund
while any such borrowings are outstanding); and

(4) Make loans, except loans of portfolio securities and except that the
Fund may enter into repurchase agreements with respect to its portfolio
securities and may purchase the types of debt instruments described in
this Prospectus. To increase current income, the Fund may lend
portfolio securities comprising up to 20% of total assets to brokers,
dealers and financial institutions, provided certain conditions are
met, including the condition that each loan is secured continuously by
collateral maintained on a daily market-to-market basis in an amount at
least equal to the current market value of the securities loaned.

HOW THE FUND VALUES SHARES

The net asset value for Investment Shares of the Fund is determined by
adding the interest of the Investment Shares in the market value of all
securities and other assets of the Fund, subtracting the interest of the
Investment Shares in the liabilities of the Fund and those attributable to
Investment Shares, and dividing the remainder by the total number of
Investment Shares outstanding. The net asset value of the Fund's Investment
Shares will differ from that of Trust Shares due to the expense of the Rule
12b-1 fee applicable to the Fund's Investment Shares.

Securities for which market quotations are readily available are stated at
market value. Debt securities for which market quotations are not readily
available will be valued on the basis of valuations provided by pricing
services approved by the Trustees. Pricing services often use information with
respect to transactions in bonds, quotations from bond dealers, market
transactions in comparable securities, and various relationships between
securities in determining value. All other Fund assets are valued at their
fair value following procedures approved by the Trustees.

The Fund calculates net asset value per Investment Share as of the close of
the New York Stock Exchange (currently 4:00 p.m. Eastern Time) on each
Business Day. As used herein, a "Business Day" constitutes Monday through
Friday except (i) days on which there are not sufficient changes in

9
<PAGE>

the value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares are tendered for
redemption and no orders to purchase shares are received; (iii) the following
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day; and (iv)
other civil holidays when the Federal Reserve Banks or the financial markets
are closed, such as Veterans' Day and Martin Luther King Day.

HOW TO BUY INVESTMENT SHARES

Investment Shares of the Fund may be purchased through The Huntington
Investment Company, Huntington Personal Bankers or the Investor Services
Department (collectively, the "Huntington Group") pursuant to agreements
between The Huntington Investment Company or The Huntington National Bank and
the Distributor. Investors may purchase Investment Shares of the Fund on all
Business Days. In connection with the sale of the Fund's Investment Shares,
the Distributor may from time to time offer certain items of nominal value to
any shareholder.

From time to time, the Trust may temporarily suspend the offering of shares
of the Fund or either class of its shares. During the period of any such
suspension and depending on the reasons for the suspension, persons who are
already shareholders of the Fund or class may be permitted to continue to
purchase additional shares and to have dividends reinvested. The Trust or the
Distributor may refuse any order to purchase shares or waive any minimum
purchase requirements. The Fund will issue certificates representing
Investment Shares only upon request.

TO PLACE AN ORDER

To purchase Investment Shares of the Fund, an investor may call The
Huntington Investment Company at 800-322-4600, or the investor's Personal
Banker directly. All other investors should call the Investor Services
Department at (in Ohio) 614-480-5580 or (outside the 614 Area Code) 800-253-
0412.

Payment may be made either by check or wire transfer of federal funds. To
purchase by check, the check must be included with the order and made payable
to the name of the Fund, designating Investment Shares. If a shareholder pays
for Investment Shares by check and the check does not clear, the purchase will
be cancelled, and the shareholder may be charged a fee and will be liable for
any losses incurred. Neither initial nor subsequent investments will be made
by third party check. Orders are considered received after payment by check is
converted into federal funds by the Fund's transfer agent, SEI Investments
Management Corporation (the "Transfer Agent").

When payment is made through wire transfer of federal funds, the order is
considered received immediately upon receipt by the Transfer Agent. Payment by
wire must be received by the applicable member of the Huntington Group before
4:00 p.m. (Eastern Time) in order for Investment Shares of the Fund to be
purchased at that day's price. Prior to purchasing by wire, investors should
call the applicable member of the Huntington Group. It is the responsibility
of the applicable member of the Huntington Group to transmit orders promptly
to the Transfer Agent. Federal funds should be wired as follows: Huntington
National Bank, ABA 044000024, Trust Department, Account Number 01891160404,
Monitor Retail, Attention: Shareholder Services.

10
<PAGE>

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Investment Shares of the Fund is $1,000.
Subsequent investments must be in amounts of at least $50.

WHAT SHARES COST

Investment Shares of the Fund are sold at their net asset value per share
next determined after an order is received, plus a sales charge as follows:

<TABLE>
<CAPTION>
SALES CHARGE AS SALES CHARGE AS
A PERCENTAGE OF A PERCENTAGE OF
AMOUNT OF TRANSACTION PUBLIC OFFERING PRICE NET AMOUNT INVESTED
--------------------- --------------------- -------------------
<S> <C> <C>
Less than $500,000 2.00% 2.04%
$500,000 but less than $750,000 1.50% 1.52%
$750,000 but less than $1 million 0.75% 0.76%
$1 million or more 0.00% 0.00%
</TABLE>

Purchases at Net Asset Value. Investment Shares issued through reinvestment
of dividends and capital gains distributions are not subject to a sales
charge. In addition, the Distributor has agreed to waive all sales loads
imposed on purchases of Investment Shares of the Fund by the following
persons: (a) current officers, directors, employees (and their spouses or
immediate family members) and retired officers and employees (including their
spouses) of Huntington Bancshares Incorporated or any of its subsidiaries; (b)
persons who participate in certain financial services programs offered by the
banking subsidiaries of Huntington Bancshares Incorporated; and (c) persons
who are current members of certain affinity groups (such as trade associations
or membership associations) that have entered into written agreements with the
Trust's Investment Advisor and the Distributor providing for such a sales load
waiver. Potential investors who believe that they are eligible for this sales
load waiver may contact the Investor Services Department (1-800-253-0412) for
further information.

Dealer Concession. For sales of Investment Shares of the Fund, a dealer will
normally receive up to 90% of the applicable sales charge. Any portion of the
sales charge which is not paid to a dealer will be retained by the
Distributor. However, the Distributor will, periodically offer to pay cash, or
promotional incentives in the form of trips to sales seminars at luxury
resorts, tickets or other items, to all dealers selling Investment Shares of
the Fund, from that portion of the sales load which the Distributor retains or
any other source available to it. Such payments will be predicated upon the
amount of Investment Shares of the Fund that are sold by the dealer.

The sales charge for Investment Shares sold other than through registered
broker/dealers will be retained by the Distributor. The Distributor may pay
fees to banks out of the sales charge in exchange for sales and/or
administrative services performed on behalf of the banks' customers in
connection with the initiation of customer accounts and purchases of
Investment Shares of the Fund.

Reducing the Sales Charge. The sales charge can be reduced through:

. quantity discounts and accumulated purchases;

. signing a 13-month letter of intent;

. using the reinstatement privilege; or

. concurrent purchases.

11
<PAGE>

Quantity Discounts and Accumulated Purchases. As shown in the table above,
larger purchases reduce the sales charge paid. The Distributor will combine
purchases made on the same day by an investor, the investor's spouse, and the
investor's children under age 21 when it calculates the sales charge. In
addition, the sales charge, if applicable, is reduced for purchases made at
one time by a trustee or fiduciary for a single trust estate or a single
fiduciary account.

If an additional purchase of Investment Shares in one of the funds which
imposes a sales charge is made, the Distributor will aggregate such additional
purchases with previous purchases of Investment Shares of all other funds
imposing a sales charge, provided that the prior purchases are still invested
in one or more of the funds. For example, if a shareholder already owns
Investment Shares having a current value at the public offering price of
$700,000 and he purchases $50,000 more at the current public offering price,
the sales charge on the additional purchase according to the schedule now in
effect would be 0.75%, not 1.5%.

To receive the sales charge reduction, an investor should complete the
appropriate section of the account application at the time the purchase is
made indicating that Investment Shares which impose a sales charge have been
purchased and are still invested or that such purchases are being combined.
The Distributor will reduce the sales charge after it confirms the purchase.

Letter of Intent. If an investor intends to purchase at least $500,000 of
Investment Shares in the Fund, over the next 13 months, the sales charge may
be reduced by completing the Letter of Intent section of the account
application. The Letter of Intent includes a provision for a sales charge
adjustment depending on the amount actually purchased within the 13-month
period. In addition, pursuant to a Letter of Intent, the custodian will hold
in escrow the difference between the sales charge applicable to the amount
initially purchased and the sales charge paid at the time of the investment,
which is based on the amount covered by the Letter of Intent.

For example, assume an investor signs a Letter of Intent to purchase at
least $750,000 in Investment Shares of the Fund at the time of signing the
Letter of Intent, purchases $500,000 of Investment Shares of the Fund. The
investor would pay an initial sales charge of 1.50% (the sales charge
applicable to purchases of $500,000), and 0.75% of the investment
(representing the difference between the 1.50% sales charge applicable to
purchases of $500,000 and the 0.75% in sales charges already paid) would be
held in escrow until the investor has purchased the remaining $250,000 or more
of Investment Shares under the Letter of Intent.

The amount held in escrow will be applied to the investor's account at the
end of the 13-month period unless the amount specified in the Letter of Intent
is not purchased. In order to qualify for a Letter of Intent, the investor
will be required to make a minimum initial investment of at least $25,000.

A Letter of Intent will not obligate the investor to purchase Investment
Shares, but if the investor does, each purchase during the period will be at
the sales charge applicable to the total amount intended to be purchased. The
Letter of Intent may be dated as of a prior date to include any purchases made
within the past 90 days.

Reinstatement Privilege. If Investment Shares have been redeemed, the
shareholder has a one-time right, within 30 days of redemption, to reinvest
the redemption proceeds at the next-determined net asset value without any
sales charge. The applicable member of the Huntington Group must be

12
<PAGE>

notified in writing of the reinvestment by the shareholder in order to
eliminate a sales charge. If the shareholder redeems Investment Shares and
utilizes the reinstatement privilege, there may be tax consequences.

Concurrent Purchases. For purposes of qualifying for a sales charge
reduction, a shareholder has the privilege of combining concurrent purchases
of Investment Shares in two or more series of the Trust, the public offering
price of which includes a sales charge. To receive this sales charge
reduction, the applicable Huntington Group member must be notified in writing
by the shareholder (at the address provided below under "How to Exchange
Investment Shares Among the Funds--By Mail") at the time the concurrent
purchases are made. The Distributor will reduce the sales charge after it
confirms the purchases.

SYSTEMATIC INVESTMENT PROGRAM

Once an account has been opened, holders of Investment Shares of the Fund
may add to their investment on a regular basis in minimum amounts of at least
$50. Under this program, monies will be automatically withdrawn periodically
from the shareholder's banking account and invested in Investment Shares of
the Fund at the applicable public offering price per share next determined
after an order is received by the Transfer Agent. Shareholders may apply for
participation in this program by completing the appropriate section of the
account application.

If the shareholder's automatic investment program payment does not clear,
the purchase will be cancelled and the shareholder may be charged a fee and
will be liable for any losses incurred. Any subsequent such occurrences may
result in the cancellation of the automatic investment program feature of the
shareholder's account.

HOW TO EXCHANGE INVESTMENT SHARES AMONG THE FUNDS

Shareholders may exchange Investment Shares in any fund for Investment
Shares in any other fund offering Investment Shares at the respective net
asset values per Investment Share next determined after receipt of the request
in good order, plus the applicable sales charge (if any) as described below.
This privilege is available to shareholders resident in any state in which the
Fund shares being acquired may be sold.

No sales charge applies when Investment Shares are exchanged from a fund
that imposes such a charge to a fund with no sales charge. If, however, a
shareholder seeks to exchange shares of a fund that does not have a sales
charge for shares of a fund that imposes such a charge, the shareholder will
be required to pay the applicable sales charge of the fund into which the
shares are exchanged. In all cases, shareholders will be required to pay a
sales charge only once. Thus, for example, no sales charge applies when shares
are exchanged among funds that impose a sales charge. Similarly, no sales
charge applies where a shareholder exchanges shares of a fund with a sales
charge for shares of a fund that does not impose such a charge and
subsequently exchanges those shares back into a fund with a sales charge.

In order to make an exchange, shareholders will be required to maintain the
applicable minimum account balance in each fund in which shares are owned and
must satisfy the minimum initial and subsequent purchase amounts of the fund
into which shares are exchanged.

13
<PAGE>

If the exchanging shareholder does not have an account in the fund whose
Investment Shares are being acquired, a new account will be established with
the same registration and reinvestment options for dividends and capital gains
distributions as the account of the fund from which the Investment Shares are
exchanged, unless otherwise specified in writing by the shareholder. In the
event the new account registration is not identical to that of the existing
account, a signature guarantee will be required. (See "Redeeming By Mail"
below.)

An exchange is treated as a sale for federal income tax purposes and,
depending on the circumstances, a capital gain or loss may be realized. In
addition, if a shareholder exchanges shares of a fund that imposes a sales
charge into another fund that imposes such a charge, there may be special tax
consequences.

The Trust's exchange privileges may be terminated or modified. Except as
indicated below, shareholders will be given 60 days' prior notice of any such
termination or any material amendment of existing exchange privileges. No
notice will be given when the only material effect of an amendment is to
reduce or eliminate any charges payable at the time of an exchange or under
certain extraordinary circumstances, such as in connection with the suspension
of the sale or redemption of fund shares. Shareholders may obtain further
information on the exchange privilege by calling the applicable member of the
Huntington Group.

BY TELEPHONE

Shareholders may provide instructions for exchanges between funds by
calling: The Huntington Investment Company at 800-322-4600; their Personal
Banker directly or Investor Services Department at (in Ohio) 614-480-5580 or
(outside the 614 Area Code) 800-253-0412. Investors may request the Trust's
telephone exchange privilege on their account application. Information on this
service can be obtained through the applicable member of the Huntington Group.

Investment Shares may be exchanged by telephone only between fund accounts
having identical shareholder registrations. Exchange instructions given by
telephone may be electronically recorded and will be binding upon the
shareholder. Because telephone exchange requests will be honored from anyone
who provides the correct information (described below under "By Mail"), this
service involves a possible risk of loss if someone uses the service without
the shareholder's permission.

Telephone exchange instructions must be received by the applicable member of
the Huntington Group before 3:00 p.m. (Eastern Time) for Investment Shares to
be exchanged the same day. The telephone exchange privilege may be modified or
terminated at any time and shareholders will be notified of any such
modification or termination. Shareholders may have difficulty in making
exchanges by telephone during times of extreme economic or market conditions.
If a shareholder cannot make contact by telephone, it is recommended that an
exchange request be made in writing and sent by overnight mail to the
appropriate member of the Huntington Group. Written instructions may require a
signature guarantee. If reasonable procedures are not followed by the Fund, it
may be liable for losses due to unauthorized or fraudulent telephone
instructions.

BY MAIL

Shareholders may provide instructions for exchanges between the Monitor
Funds by making a written request to the appropriate member of the Huntington
Group at Huntington Center, 41 South High Street, Columbus, Ohio 43287.

14
<PAGE>

To exchange by letter or by telephone, a shareholder must state (1) the name
of the fund from which the exchange is to be made (and designating that
Investment Shares are involved), (2) the name(s) and address on the
shareholder account, (3) the account number, (4) the dollar amount or number
of Investment Shares to be exchanged, and (5) the fund into which the
Investment Shares are to be exchanged. Written exchange requests must be
signed by the shareholder, and it may be necessary to have the shareholder's
signature guaranteed by a member firm of a national securities exchange or by
a commercial bank, savings and loan association or trust company. Further
documentation may be required, and a signature guarantee is generally required
from corporations, executors, administrators, trustees and guardians.

HOW TO REDEEM INVESTMENT SHARES

Shareholders may redeem all or any portion of the Investment Shares in their
account on any Business Day at the appropriate net asset value per share next
determined after a redemption request in proper form is received by the
Transfer Agent. If an investor purchases Investment Shares by check and wishes
to redeem those Investment Shares before the check clears, the Trust may delay
payment of any redemption proceeds until the check clears. Under unusual
circumstances, the Fund may suspend redemptions or postpone payment for more
than seven days, as permitted by federal securities law.

REDEEMING BY TELEPHONE

A shareholder may redeem Investment Shares by calling The Huntington
Investment Company at 800-322-4600, their Personal Banker directly or the
Investor Services Department at (in Ohio) 614-480-5580 or (outside the 614
Area Code) 800-253-0412. Requests for redemptions must be received by the
appropriate member of the Huntington Group before 3:00 p.m. (Eastern Time) in
order for Investment Shares to be redeemed at that day's net asset value.

Members of the Huntington Group are responsible for promptly submitting
redemption requests and providing proper written redemption instructions to
the Fund. If at anytime the Trust shall determine it necessary to terminate or
modify this method of redemption, shareholders will be promptly notified.

Investors may request the Trust's telephone redemption privilege on their
account application. If not completed at the time of initial application,
authorization forms and information on this service can be obtained through
the members of the Huntington Group. Proceeds for redemptions will normally be
wired to the shareholder's account with proper authorization (at a domestic
commercial bank that is a member of the Federal Reserve System designated by
the shareholder in writing) or a check will be sent to the address of record.
Telephone redemption instructions may be recorded.

In the event of extreme economic or market conditions, a shareholder may
experience difficulty in redeeming by telephone. If such a case should occur,
another method of redemption, such as through written request, should be
considered. If reasonable procedures are not followed by the Fund, they may be
liable for losses due to unauthorized or fraudulent telephone instructions.

15
<PAGE>

REDEEMING BY MAIL

Shareholders may redeem Investment Shares by sending a written request to
the appropriate member of the Huntington Group. The written request should
include the shareholder's name, the Fund name (designating Investment Shares),
the account number, and the Investment Share or dollar amount requested.

Shareholders requesting a redemption of $50,000 or more, a redemption of any
amount to be sent to an address other than that on record with the Transfer
Agent, or a redemption payable other than to the shareholder of record must
have signatures on written redemption requests guaranteed by:

--a trust company or commercial bank whose deposits are insured by the Bank
Insurance Fund ("BIF"), which is administered by the FDIC;

--a member of the New York, American, Midwest, or Pacific Stock Exchanges;

--a savings bank or savings and loan association whose deposits are insured
by the Savings Association Insurance Fund ("SAIF"), which is
administered by the FDIC; or

-- any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and the Transfer Agent have adopted standards for accepting
signature guarantees from the above institutions. The Fund may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. The Fund and the Transfer Agent reserve the
right to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed to the shareholder within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request provided that Huntington has received payment for
Investment Shares from the shareholder. Shares will be redeemed at the net
asset value determined as of the end of the Business Day on which the written
redemption request is received by the Transfer Agent.

REDEEMING BY FAX

Shareholders wishing to expedite the redemption process may Fax a copy of
their written request to the appropriate member of the Huntington Group at Fax
No. 614-480-4682 (The Huntington Investment Company) or 614-480-5516 (Investor
Services Department). Shareholders redeeming by Fax must call the appropriate
member of the Huntington Group to confirm receipt of the written request. See
"Redeeming By Telephone" in this Prospectus for a discussion of when
shareholders will receive redemption proceeds when redeeming by Fax.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount may
take advantage of the Systematic Withdrawal Program. Under this program,
Investment Shares are redeemed at the applicable net asset value per
Investment Share at the time of the withdrawal to provide for periodic

16
<PAGE>

withdrawal payments in an amount directed by the shareholder. Depending upon
the amount of the withdrawal payments, the amount of dividends paid and
capital gains distributions with respect to Investment Shares, and the
fluctuation of the net asset value of Investment Shares redeemed under this
program, redemptions may reduce, and eventually deplete, the shareholder's
investment in Investment Shares. For this reason, payments under this program
should not be considered as yield or income on the shareholder's investment in
Investment Shares. To be eligible to participate in this program, a
shareholder must have an account value of at least $10,000. A shareholder may
apply for participation in this program through the appropriate member of the
Huntington Group. The Trust requires two to three days to process a systematic
withdrawal and uses automated clearing house funds, which are transferred
electronically and thus have the potential to be uninvested for up to 48
hours.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Investment Shares in any account, except retirement plans, and pay the
proceeds to the shareholder if the account balance falls below the required
minimum value of $1,000 due to shareholder redemptions. This requirement does
not apply, however, if the balance falls below $1,000 because of changes in
the Fund's net asset value. Before Investment Shares are redeemed to close an
account, the shareholder will be notified in writing and allowed 30 days to
purchase additional Investment Shares to meet the minimum requirement.

MANAGEMENT OF THE TRUST AND SERVICE PROVIDERS

The Trustees of the Trust are responsible for generally overseeing the
conduct of the Fund's business. Huntington serves as investment adviser to the
Fund pursuant to an investment advisory agreement with the Trust. Huntington
is an indirect wholly-owned subsidiary of Huntington Bancshares Incorporated,
a registered bank holding company with executive offices located at Huntington
Center, 41 South High Street, Columbus, Ohio 43287.

Subject to the supervision of the Trustees, Huntington provides a continuous
investment program for the Fund, including investment research and management
with respect to all securities, instruments, cash and cash equivalents in the
Fund. The Trust pays Huntington management fees, computed daily and payable
monthly, for the Fund at the annual rate of 0.50% of the Fund's average daily
net assets. Huntington may periodically waive all or a portion of its
management fee with respect to the Fund to increase the net income of the Fund
available for distribution as dividends.

Adviser's Background. Huntington is an indirect, wholly-owned subsidiary of
Huntington Bancshares Incorporated ("HBI"). With $21 billion in assets as of
September 30, 1997, HBI is a major Midwest regional bank holding company.
Through its subsidiaries and affiliates, HBI offers a full range of services
to the public, including: commercial lending, depository services, cash
management, brokerage services, retail banking, international services,
mortgage banking, investment advisory services, and trust services.
Huntington, a recognized investment advisory and fiduciary services subsidiary
of HBI, provides investment advisory services for corporate, charitable,
governmental, institutional, personal trust and other assets. Huntington is
responsible for over $19 billion of assets, and has investment discretion over
approximately $5 billion of that amount.

17
<PAGE>

Huntington has served as investment adviser to mutual funds since 1987 and
has over 75 years of experience providing investment advisory services to
fiduciary accounts. As part of its regular banking operations, Huntington may
make loans to public companies. Thus, it may be possible, from time to time,
for the Fund to hold or acquire the securities of issuers which are also
lending clients of Huntington. The lending relationship will not be a factor
in the selection of securities for the Funds.

Stephen M. Geis and Duane C. Carpenter, both Vice Presidents of Huntington,
will be the co-managers of the Fund. Mr. Geis has over 19 years of experience
in the investment management business and has been the portfolio manager of
The Monitor Short/Intermediate Fixed Income Securities Fund and The Monitor
Fixed Income Securities Fund since October 1989. Mr. Carpenter has more than
13 years of investment management experience and has been employed by
Huntington or FMB-Trust as portfolio manager of the FMB Money Market Fund
since 1993 and as portfolio manager of the FMB Intermediate Government Income
Fund since 1991.

DISTRIBUTION OF INVESTMENT SHARES

SEI Investments Distribution Co., One Freedom Valley Road, Oaks,
Pennsylvania 19456, is the principal distributor for shares of the Fund. It is
a Delaware corporation, and is the principal distributor for a number of
investment companies.

DISTRIBUTION PLAN

The Fund has adopted a Distribution Plan in connection with its offering of
Investment Shares, pursuant to Rule 12b-1 under the 1940 Act (the
"Distribution Plan"). The Distribution Plan provides for payments to be made
to the Distributor in connection with the provision of certain services
(described below) with respect to the Fund's Investment Shares.

In accordance with the Distribution Plan, the Distributor may enter into
agreements with brokers and dealers relating to distribution and/or
administrative services with respect to the Investment Shares of the Fund. The
Distributor may also enter into agreements with administrators (including
financial institutions, fiduciaries, custodians for public funds, and
investment advisers) to provide administrative services with respect to
Investment Shares. Administrative services may include, but are not limited
to, the following functions: providing office space, equipment, telephone
facilities, and various clerical, supervisory, computer, and other personnel
as necessary or beneficial to establish and maintain shareholder accounts and
records; processing purchase and redemption transactions and automatic
investments of customer account cash balances; answering routine customer
inquiries regarding Investment Shares; assisting customers in changing
dividend options, account designations, and addresses; and providing such
other services as the Distributor may reasonably request in connection with
investments in Investment Shares. As of the date of this Prospectus, The
Huntington Investment Company and Huntington have entered into agreements with
the Distributor concerning the provision of administrative services to
customers of the Huntington Group who purchase Investment Shares of the Fund.

In connection with the provision of the distribution and administrative
services described above, the Distributor will pay brokers, dealers and
administrators (including The Huntington Investment Company) a fee based on
the amount of Investment Shares owned by their customers. For the Fund,

18
<PAGE>

the schedules of such fees and the basis upon which such fees will be paid
will be determined, from time to time, by the Trustees. Under such
Distribution Plan, fees paid by the Distributor for services rendered with
respect to the Fund's Investment Shares will be reimbursed by the Fund in an
amount which may not exceed an annual rate of 0.25 of 1% of the average daily
net assets attributable to the Fund's Investment Shares held in customer
accounts for which brokers, dealers, and administrators provide such services.
Fees under the Distribution Plan with respect to the Fund's Investment Shares
are accrued daily, payable quarterly, and calculated on an annual basis.

The Glass-Steagall Act prohibits a depository institution (such as a
commercial bank or a savings and loan association) from being an underwriter
or distributor of most securities. In the event the Glass-Steagall Act is
deemed to prohibit depository institutions from acting in the administrative
capacities described above or should Congress relax current restrictions on
depository institutions, the Trustees will consider appropriate changes in the
administrative services performed in connection with the Distribution Plan.

State securities laws governing the ability of depository institutions to
act as underwriters or distributors of securities may differ from
interpretations given to the Glass-Steagall Act and, therefore, banks and
financial institutions may be required to register as brokers or dealers
pursuant to state law.

Shareholder Servicing Arrangements. In addition to the fees paid by the
Distributor to financial institutions under the Distribution Plan as described
above, the Distributor may also pay financial institutions a fee based upon
the average net asset value of Investment Shares held by their customers for
providing administrative services. This fee, if paid, will be reimbursed by
the Huntington and not the Fund.

ADMINISTRATION OF THE FUNDS

SEI Fund Resources, an affiliate of the Distributor, provides certain
administrative personnel and services necessary to operate the Fund. For these
services, the Fund pays a fee, computed daily and payable monthly to SEI Fund
Resources at an annual rate of 0.11% of its average daily net assets. SEI Fund
Resources has entered into a sub-administration agreement with Huntington
pursuant to which Huntington provides certain administrative services to the
Fund. The fees paid to Huntington under this agreement are paid by SEI Fund
Resources and not by the Fund.

CUSTODIAN, RECORDKEEPER, TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT

Huntington acts as custodian and recordkeeper of the Trust's investments and
other assets. Huntington receives custody and recordkeeping fees of 5.6 basis
points (0.056%) for the Fund. SEI Investments Management Corporation, serves
as the Trust's transfer agent and dividend disbursing agent. SEI Investments
Management Corporation has entered into an agreement with State Street Bank
and Trust Company and Huntington pursuant to which State Street Bank and
Huntington provide certain transfer agency services to the Fund. The fees paid
under this agreement are paid by SEI Investments Management Corporation and
not by the Fund.

INDEPENDENT AUDITORS

Effective January 1, 1997, the independent auditors for the Trust are KPMG
Peat Marwick LLP, Columbus, Ohio.

19
<PAGE>

DISTRIBUTIONS AND TAXES

Dividends, if any, from the investment income of the Fund are declared and
paid monthly to both classes of shares. Distributions resulting from any net
realized capital gains of the Fund will be paid at least annually.

DISTRIBUTION OPTIONS

Shareholders of the Fund may choose to receive all distributions in cash, to
reinvest all distributions in additional Investment Shares, or to reinvest all
capital gains distributions in additional Investment Shares and to receive all
other distributions in cash. Shareholders may choose a distribution option by
selecting the appropriate option on the Account Registration Form or by
notifying the appropriate member of the Huntington Group of their selection.
If a shareholder fails to choose a distribution option, all distributions will
be reinvested in additional Investment Shares of the Fund.

TAXES

The Fund intends to qualify as a "regulated investment company" for federal
income tax purposes and to meet all other requirements that are necessary for
it to be relieved of federal taxes on income (and gains, if any) paid to
shareholders in the form of dividends. In order to accomplish this goal, the
Fund must, among other things, distribute substantially all of its ordinary
income (and net short-term capital gains, if any) on a current basis and
maintain a portfolio of investments which satisfies certain diversification
criteria.

For federal income tax purposes, distributions will be taxable as ordinary
income to the extent derived from the Fund's investment income and net short-
term gains. Pursuant to the Taxpayer Relief Act of 1997, two different tax
rates apply to distributions of net capital gains. One rate (generally 28%)
applies to net gains on capital assets held for more than one year but not
more than 18 months ("mid-term gains") and a second, preferred rate (generally
20%) applies to the balance of such net capital gains ("adjusted net capital
gains"). Distributions of net capital gains will be treated in the hands of
shareholders as mid-term gains to the extent designated by the Fund as
deriving from net gains from assets held for more than one year but not more
than 18 months, and the balance will be treated as adjusted net capital gains.
Distributions of mid-term gains and adjusted net capital gains will be taxable
as such, regardless of how long shares have been held. Distributions will be
taxable as described above whether received in cash or in shares through the
reinvestment of distributions.

All dividends and capital gains dividends are taxable whether they are
reinvested in the Fund or received in cash, unless a shareholder is exempt
from taxation or entitled to tax deferral. Each year, shareholders will be
notified as to the amount and federal tax status of all dividends and capital
gains paid during the prior year. Distributions of net capital gains
designated by the Fund as capital gain dividend will be taxable as long-term
capital gains, regardless of how long a shareholder has held the Fund shares,
and regardless of whether the distributions are reinvested in additional
shares or received in cash. Dividends paid from the Fund's net investment
income which includes the Fund's net realized short-term capital gains, are
taxable to shareholders as ordinary income.

Generally, shareholders will be taxable on dividends or distributions in the
year of receipt; however, dividends declared in October, November or December,
payable to shareholders of record

20
<PAGE>

on a specified date in one of those months and paid during the following
January, will be treated as having been distributed by the Fund (and received
by the shareholders) on December 31 of the year in which declared.

The redemption, sale or exchange of shares of the Fund for shares of another
Monitor fund is a taxable event and may result in a gain or loss. Gain or
loss, if any, recognized on the sale or other disposition of shares of the
Fund will be taxed as capital gain or loss if the shares are capital assets in
the shareholder's hands. Generally, a shareholder's gain or loss will be a
long-term gain or loss if the shares have been held for more than one year. If
a shareholder sells or otherwise disposes of shares of the Fund before holding
them for more than six months, any loss on the sale or other disposition of
such shares shall be (i) treated as a long-term capital loss to the extent of
any capital gain dividends received by the shareholder with respect to such
shares or (ii) disallowed to the extent of any exempt-interest dividends
received by the shareholder with respect to such shares. A loss realized on a
sale or exchange of shares may be disallowed if other shares are acquired
within a 61-day period beginning 30 days before and ending 30 after the date
that the shares are disposed of.

If a shareholder has not furnished a certified correct TIN (generally your
social security number) or have not certified that withholding does not apply,
or if the Internal Revenue Service has notified the Fund that the TIN listed
on the shareholder's account is incorrect according to their records or that
the shareholder is subject to backup withholding, federal law generally
requires the Fund to withhold 31% from any dividends and/or redemptions
(including exchange redemptions). Backup withholding is not an additional tax
and any amounts withheld may be credited against the shareholder's federal
income tax liability; a refund may be obtained from the Internal Revenue
Service if withholding results in overpayment of federal income taxes. Federal
law also requires the Fund to withhold 30% or the applicable tax treaty rate
from dividends paid to certain non-resident alien, non-U.S. partnership, non-
U.S. trust, non-U.S. estate and non-U.S. corporation shareholder accounts.
Certain non-resident aliens will be subject to non-resident alien tax
withholding. The amount withheld is dependent on the country of citizenship.

Dividends and distributions may be subject to state and local income taxes.
Shareholders are advised to consult with their own tax advisors about state
and local tax matters.

Early in each year the Fund will notify shareholders of the amount and the
federal income tax status of the distributions paid or deemed paid by the Fund
during the preceding year.

ORGANIZATION OF THE TRUST

The Trust was organized as a Massachusetts business trust on February 10,
1987. A copy of the Trust's Declaration of Trust, which is governed by
Massachusetts law, is on file with the Secretary of State of The Commonwealth
of Massachusetts.

21
<PAGE>

Fund, the U.S. Treasury Money Market Fund, the Growth Fund, the Income Equity
Fund, the Mortgage Securities Fund, the Ohio Tax-Free Fund, the
Short/Intermediate Fixed Income Securities Fund, and the Fixed Income
Securities Fund and the Michigan Tax-Free Fund.

Investment Shares and Trust Shares of a fund are fully transferable. Each
class is entitled to dividends from the respective class assets of the fund as
declared by the Trustees, and, if the Trust (or the fund) were liquidated, the
shareholders of each class would receive the net assets of the fund
attributable to each respective class.

VOTING RIGHTS

Shareholders are entitled to one vote for each share held on the record date
for any action requiring a vote by the shareholders, and a proportionate
fractional vote for each fractional share held. Shareholders of the Trust will
vote in the aggregate and not by fund or class except (i) as otherwise
expressly required by law or when the Trustees determine that the matter to be
voted upon affects only the interests of the shareholders of a particular fund
or class, and (ii) only holders of Investment Shares will be entitled to vote
on matters submitted to shareholder vote with respect to the Rule 12b-1 Plan
applicable to such class.

As a Massachusetts business trust, the Trust is not required to hold annual
meetings of shareholders, but may hold special meetings from time to time.
Trustees may be removed by the Trustees or by shareholders at a meeting called
for that purpose, and a meeting must be held upon the written request of not
less than 10% of the outstanding shares of the Trust. Upon written request by
the holders of shares representing at least 1% of the outstanding shares of
the Trust, stating that such shareholders wish to communicate with the other
shareholders for the purpose of obtaining the signatures necessary to demand a
meeting to consider removal of a Trustee, the Trust will provide a list of
shareholders or disseminate appropriate materials (at the expense of the
requesting shareholders).

To the extent that matters arise requiring a shareholder vote in which
Huntington may have a conflict of interest, Huntington will engage in a voting
practice known as reflexive voting, whereby the votes of those shares over
which it exercises discretion will be voted in proportion to the votes cast by
the other record owners.

As used in this Prospectus and in the Statement of Additional Information, a
"vote of a majority of the outstanding shares" of the Trust or a particular
Fund or a particular class of shares of the Trust or the fund means the
affirmative vote of the lesser of (a) more than 50% of the outstanding shares
of the Trust or such fund or such class, or (b) 67% or more of the shares of
the Trust or the fund or such class present at a meeting at which the holders
of more than 50% of the outstanding shares of the Trust or the fund or such
class are represented in person or by proxy.

PERFORMANCE DATA AND COMPARISONS

22
<PAGE>

public offering price per share on the last day of that period. The tax-
equivalent yield of each class of shares shows the effect on performance of
the tax-exempt status of distributions received from the Fund. Tax-equivalent
yield reflects the approximate yield that a taxable investment must earn for
shareholders at stated income levels to produce an after-tax yield equal to
the Fund's tax-exempt yield. Total return for the one-year period and for the
life of the Fund through the most recent calendar quarter represents the
average annual compounded rate of return on a $1,000 investment in each class
of the Fund. Total return may also be presented for other periods.

Yield, effective yield, tax-equivalent yield, and total return will be
calculated separately for Investment Shares and Trust Shares. Because
Investment Shares are subject to 12b-1 fees, the yield, effective yield, tax-
equivalent yield, and total return for Investment Shares will be lower than
that of Trust Shares for the same period. In addition, the sales load
applicable to Investment Shares of the Fund also contributes to a lower total
return for Investment Shares. The total return figures quoted in
advertisements will normally reflect the effect of the maximum sales load.
However, from time to time, these advertisements may include total returns
which do not reflect the effect of an applicable sales load.

All data is based on the Fund's past investment results and is not intended
to indicate future performance. Investment performance for both classes is
based on many factors, including market conditions, the composition of the
Fund's portfolio, and the operating expenses of the Fund or a particular
class. Investment performance also often reflects the risks associated with
the Fund's investment objective and policies. These factors should be
considered when comparing the Fund's investment results to those of other
mutual funds and other investment vehicles.

From time to time, advertisements for the Fund may refer to ratings,
rankings, and other information in certain financial publications and/or
compare the Fund's performance to certain indices.

SHAREHOLDER INQUIRIES

Shareholder inquiries regarding the Monitor Intermediate Government Income
Fund should be directed to The Huntington National Bank, Huntington Center, 41
South High Street, Columbus, Ohio 43287.

OTHER CLASSES OF SHARES

The Fund also offers another class of shares called Trust Shares. Trust
Shares are sold through procedures established by the Distributor in
connection with the requirements of fiduciary, advisory, agency, and other
similar accounts maintained by or on behalf of customers of The Huntington
National Bank or its affiliates or correspondent banks. Trust Shares are sold
at net asset value and are subject to a minimum initial investment of $1,000.

Investment Shares and Trust Shares of the Fund are subject to certain of the
same expenses; however, Investment Shares are distributed under a Rule 12b-1
Plan pursuant to which the Distributor is paid a fee based upon a percentage
of the average daily net assets attributable to the Fund's Investment Shares.
Expense differences between the Fund's Investment Shares and Trust Shares may
affect the performance of each class.

Investors may obtain information about Trust Shares by contacting the
Distributor.

23
<PAGE>

Investment Adviser
- --------------------------------------------------------------------------------
The Huntington National Bank
Huntington Center
Columbus, OH 43287
1-800-253-0412

Administrator
- --------------------------------------------------------------------------------
SEI Fund Resources
One Freedom Valley Road
Oaks, PA 19456

Distributor
- --------------------------------------------------------------------------------
SEI Investments Distribution Co.
One Freedom Valley Road
Oaks, PA 19456

No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the
offering made by this Prospectus and, if given or made, such information or
representations may not
be relied upon as having been authorized by the Fund or the Distributor. This
Prospectus does not constitute an offering
by the Fund or by the Distributor in any jurisdiction in which such offering
may not lawfully be made.

LOGO

M logo FPO

The Monitor Funds

MARBLE SCREEN F.P.O.

Investment Shares

The Monitor Intermediate Government Income Fund

February 9, 1998

ART

<PAGE>

PROSPECTUS

THE MONITOR INTERMEDIATE GOVERNMENT INCOME FUND

TRUST SHARES

The Trust Shares of The Monitor Intermediate Government Income Fund (the
"Fund") offered by this Prospectus represent interests in a diversified
portfolio of securities that is one of a series of eleven investment
portfolios in The Monitor Funds, a Massachusetts business trust (the "Trust")
which is an open-end management investment company (a mutual fund). Trust
Shares may be purchased through procedures established by SEI Investments
Distribution Co. (the "Distributor"), the Trust's distributor in connection
with the requirements of fiduciary, advisory, agency and other similar
accounts maintained by or on behalf of customers by The Huntington National
Bank or its affiliates or correspondent banks.
The investment objective of the Fund is to provide a high level of current
income. The Fund will pursue this objective by investing primarily in debt
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities in the form of U.S. Treasury bills, notes and bonds, and
mortgage-backed securities and collateralized mortgage obligations which have
a dollar-weighted average maturity of not less than three nor more than ten
years.
The Fund is offered in two classes of shares, Investment Shares and Trust
Shares. This Prospectus relates only to Trust Shares of the Fund. This
Prospectus sets forth concisely what a shareholder should know before
investing in Trust Shares of the Fund and should be read carefully and
retained for future reference. The Combined Statement of Additional
Information dated April 30, 1997, as supplemented on November 20, 1997, and
February 6, 1998, for Investment Shares and Trust Shares has been filed with
the Securities and Exchange Commission and is incorporated into this
Prospectus by reference. FOR A FREE COPY OF THE COMBINED STATEMENT OF
ADDITIONAL INFORMATION, AS SUPPLEMENTED, CALL THE INVESTOR SERVICES DEPARTMENT
AT: (IN OHIO) 614-480-5580 OR (OUTSIDE THE 614 AREA CODE) 800-253-0412.
THE HUNTINGTON NATIONAL BANK
Investment Adviser
SEI FUND RESOURCES
Administrator
SEI INVESTMENTS DISTRIBUTION CO.
Distributor
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.
THE INVESTMENT COMPANY SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY, THE HUNTINGTON NATIONAL BANK,
NOR ARE THEY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT OR ANY AGENCY SPONSORED BY THE FEDERAL GOVERNMENT OR ANY STATE.
INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.

February 9, 1998
<PAGE>

TABLE OF CONTENTS
PAGE

GENERAL INFORMATION.......................................................... 1
FEE TABLE AND EXAMPLE........................................................ 1
INVESTMENT OBJECTIVE AND POLICIES............................................ 2
RISK FACTORS................................................................. 2
ADDITIONAL INFORMATION ON PORTFOLIO INVESTMENTS AND STRATEGIES............... 3
U.S. Government Securities.................................................. 3
Repurchase Agreements....................................................... 3
When-Issued and Delayed Delivery Transactions............................... 4
Lending of Portfolio Securities............................................. 4
Options and Futures Contracts............................................... 4
Mortgage-Related Securities................................................. 6
Mortgage Pass-Through Securities............................................ 6
Adjustable Rate Mortgage Securities......................................... 6
Collateralized Mortgage Obligations......................................... 7
Stripped Mortgage-Backed Securities......................................... 8
INVESTMENT RESTRICTIONS...................................................... 9
HOW THE FUND VALUES SHARES................................................... 9
HOW TO BUY TRUST SHARES...................................................... 10
Minimum Investment Required................................................. 10
Systematic Investment Program............................................... 11
PAGE

HOW TO EXCHANGE TRUST SHARES AMONG THE FUNDS................................. 11
HOW TO REDEEM TRUST SHARES................................................... 12
Redeeming by Telephone...................................................... 12
Redeeming by Mail........................................................... 13
MANAGEMENT OF THE TRUST AND SERVICE PROVIDERS ............................... 14
Distribution of Trust Shares................................................ 15
Administration of the Fund.................................................. 15
Custodian, Recordkeeper, Transfer Agent, and Dividend Disbursing Agent...... 15
Independent Auditors........................................................ 15
DISTRIBUTIONS AND TAXES...................................................... 15
Distribution Options........................................................ 15
Taxes....................................................................... 15
ORGANIZATION OF THE TRUST.................................................... 17
Voting Rights............................................................... 17
PERFORMANCE DATA AND COMPARISONS............................................. 18
SHAREHOLDER INQUIRIES........................................................ 19
OTHER CLASSES OF SHARES...................................................... 19
<PAGE>

GENERAL INFORMATION

The Trust, a management investment company, was established as a
Massachusetts business trust under a Declaration of Trust dated February 10,
1987. The Declaration of Trust permits the Trust to offer separate series of
shares of beneficial interest representing interests in separate portfolios of
securities (individually, a "fund," or collectively, the "funds"). The shares
in any one portfolio may be offered in separate classes. As of the date of
this Prospectus, the Board of Trustees has established two classes of shares,
known as Trust Shares and Investment Shares, in all of the funds. This
Prospectus relates solely to the Trust Shares of The Monitor Intermediate
Government Income Fund (the "Fund").

For information on how to purchase Trust Shares of the Fund, please refer to
"How to Buy Trust Shares." A minimum initial investment of $1,000 is required
for the Fund. Subsequent investments in the Fund must be in amounts of at
least $500. Trust Shares of the Fund are sold and redeemed at net asset value.
Information on redeeming shares may be found under "How to Redeem Trust
Shares." The Fund is advised by The Huntington National Bank ("Huntington" or
the "Adviser").

FEE TABLE AND EXAMPLE

The following Fee Table and Example summarize the various costs and expenses
that a shareholder of Trust Shares will bear, either directly or indirectly.

ANNUAL TRUST SHARES OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
TOTAL
TRUST
12B- SHARES
MANAGEMENT 1 OTHER OPERATING
FEES (1) FEES EXPENSES (2) EXPENSES
---------- ---- ------------ ---------
<S> <C> <C> <C> <C>
Intermediate Government Income Fund...... 0.50% None 0.30% 0.80%
</TABLE>
- --------
(1) Fees paid by the Fund for investment advisory services. See "Management of
the Trust."
(2) Represents all other estimated expenses of the Fund including
administration fees, custodian fees, transfer agent fees and dividend
disbursing agent fees. See "Management of the Trust--Administration of the
Funds."

EXAMPLE:

A shareholder 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:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Intermediate Government Income Fund............. $8 $25 $43 $95
</TABLE>

The purpose of the foregoing example is to assist an investor in
understanding the various costs and expenses that a shareholder of Trust
Shares will bear directly or indirectly. The example should not be considered
a representation of past or future expenses. Actual expenses may be greater or
less than those shown. Long-term shareholders may pay more than the economic
equivalent of the

1
<PAGE>

maximum front-end sales charges permitted under the rules of the National
Association of Securities Dealers, Inc.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to provide investors with a high
level of current income. The Intermediate Government Income Fund invests
primarily in obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities in the form of U.S. Treasury bills, notes and
bonds, mortgage-backed securities and collateralized mortgage obligations
having a dollar-weighted average maturity of not less than three nor more than
ten years. As a fundamental policy, under normal market conditions, the Fund
invests at least 65% of its assets in such securities. Certain of these
securities may be subject to repurchase agreements and the Fund also may
engage in transactions in interest rate futures contracts and options thereon.
For a further description of these securities and other investment activities,
see "Additional Information on Portfolio Investments and Strategies" herein.

The Fund's investment objective is fundamental and may be changed only by a
vote of a majority of the outstanding shares. Unless otherwise noted in this
Prospectus or in the Statement of Additional Information, the investment
policies of the Fund are not fundamental and may be changed by the Trust's
Board of Trustees (the "Trustees"). Any percentage limitation on the Fund's
investments (or other activities) will be considered to be violated only if
such limitation is exceeded immediately after, and is caused by, an
acquisition of an investment (or the taking of such other action). For a
description of the ratings of the nationally recognized statistical rating
organizations ("NRSROs") utilized by Huntington in managing the Fund's
investments, see the Appendix to the SAI.

RISK FACTORS

Investors should be aware of the following general observations. The market
value of fixed-income securities, which constitute a major part of the
investments of the Fund, may vary inversely in response to changes in
prevailing interest rates ("interest rate risk"). The Fund may make certain
investments and employ certain investment techniques that involve special
risks, including the use of repurchase agreements, lending of portfolio
securities, entering into futures contracts and related options as hedges and
purchasing securities on a when-issued or delayed delivery basis. These
investments and investment techniques may increase the volatility of the
Fund's net asset value. Their risks are described under "Additional
Information on Portfolio Investments and Strategies." The Fund may purchase
debt obligations that are not rated if such obligations are considered by the
Adviser to be of investment quality comparable to other rated obligations that
can be purchased by the Fund.

Since the Fund will invest a portion of its assets in mortgage-related
securities it will be subject to prepayment risk. Prepayment risk results
because, as interest rates fall, homeowners are more likely to refinance their
home mortgages. When home mortgages are refinanced, the principal on mortgage-
related securities held is prepaid earlier than expected. The Fund must then
reinvest the unanticipated principal payments just at a time when interest
rates on new mortgage investments are falling. Prepayment risk has two
important effects on the Fund: (1) when interest rates fall and additional
mortgage prepayments must be reinvested at lower interest rates, the Fund's
income will be reduced; and (2) when interest rates fall, prices on mortgage-
backed securities may not rise as much as

2
<PAGE>

comparable Treasury bonds because bond market investors may anticipate an
increase in mortgage prepayments and a likely decline in income.

The Fund's investments in mortgage-related securities may include derivative
mortgage securities such as collateralized mortgage obligations ("CMOs") and
stripped mortgage-backed securities which may involve risks in addition to
those found in other mortgage-related securities. Recent market experience has
shown that certain derivative mortgage securities may be highly sensitive to
changes in interest and prepayment rates and, as a result, the prices of such
securities may be highly volatile. In addition, recent market experience has
shown that during periods of rising interest rates, the market for certain
derivative mortgage securities may become more unstable and such securities
may become more difficult to sell as market makers either choose not to
repurchase such securities or offer prices, based on current market
conditions, which are unacceptable to the Fund.

ADDITIONAL INFORMATION ON PORTFOLIO INVESTMENTS AND STRATEGIES

U.S. GOVERNMENT SECURITIES

REPURCHASE AGREEMENTS

Certain securities in which the Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which banks,
broker/dealers, and other

3
<PAGE>

recognized financial institutions sell U.S. Government securities or other
securities to the Fund and agree at the time of sale to repurchase them at a
mutually agreed upon time and price. The Fund or its custodian will take
possession of the securities subject to repurchase agreements and these
securities will be marked to market daily. To the extent that the original
seller does not repurchase the securities from the Fund, the Fund could
receive less than the repurchase price on any sale of such securities. In the
event that such a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Fund might be delayed pending court
action. The Trustees believe that under the regular procedures normally in
effect for custody of the Fund's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor of the Fund
and allow retention or disposition of such securities. The Fund will only
enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are found by Huntington to be
creditworthy pursuant to guidelines established by the Trustees.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may purchase securities on a when-issued or delayed basis. These
transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The seller's failure to
complete these transactions may cause the Fund to miss a price or yield
considered to be advantageous. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. Accordingly, the Fund may pay
more or less than the market value of the securities on the settlement date.
The Fund may dispose of a commitment prior to settlement if the Fund's adviser
deems it appropriate to do so.

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Fund may lend its portfolio
securities on a short-term basis to brokers, dealers or other financial
institutions. The Fund will only enter into loan arrangements with brokers,
dealers or other financial institutions which Huntington has determined are
creditworthy under guidelines established by the Trustee and must receive
collateral equal to at least 102% of the current market value of the
securities loaned. The collateral received when the Fund lends portfolio
securities must be valued daily and, should the market value of the loaned
securities increase, the borrower must furnish additional collateral to the
Fund. As a matter of fundamental policy, the aggregate value of all securities
loaned by the Fund may not exceed 20% of the Fund's total assets.

There is the risk that, when lending portfolio securities, the securities
may not be available to the Fund on a timely basis and the Fund may,
therefore, lose the opportunity to sell the securities at a desirable price.
In addition, in the event that a borrower of securities would file for
bankruptcy or become insolvent, disposition of the securities may be delayed
pending court action.

OPTIONS AND FUTURES CONTRACTS

The Fund may seek to increase its current return by writing covered call
options and covered put options on its portfolio securities or other
securities in which it may invest. The Fund receives a premium from writing a
call or put option, which increases the Fund's return if the option expires
unexercised or is closed out at a net profit. The Fund may also buy and sell
put and call options on its

4
<PAGE>

securities for hedging purposes. When the Fund writes a call option on a
portfolio security, it gives up the opportunity to profit from any increases
in the price of the security above the exercise price of the option. When it
writes a put option, the Fund takes the risk that it will be required to
purchase a security from the option holder at a price above the current market
price of the security. The Fund may terminate an option that it has written
prior to expiration by entering into a closing purchase transaction in which
it purchases an option having the same terms as the option written.

The Fund generally expects that options and futures transactions will be
conducted on recognized exchanges. In certain instances, however, the Fund may
purchase and sell options in the over-the-counter ("OTC") markets. The Fund's
ability to terminate options in the OTC market may be more limited than for
exchange-traded options and may also involve the risk that securities dealers
participating in such transactions would be unable to meet their obligations
to the Fund. The Fund will, however, engage in OTC market transactions only
when appropriate exchange-traded transactions are unavailable and when, in the
opinion of Huntington, the pricing mechanism and liquidity of the OTC market
is satisfactory and the participants are responsible parties likely to meet
their contractual obligations.

5
<PAGE>

MORTGAGE-RELATED SECURITIES

MORTGAGE PASS-THROUGH SECURITIES

ADJUSTABLE RATE MORTGAGE SECURITIES

6
<PAGE>

interest rates are not immediately reflected in the interest rates payable on
the underlying adjustable rate mortgages.

COLLATERALIZED MORTGAGE OBLIGATIONS

Collateralized mortgage obligations ("CMOs") are debt instruments issued by
special purpose entities, which are secured by pools of mortgage loans or
other mortgage-related securities. Multi-class pass-through securities are
equity interests in a trust composed of mortgage loans or other mortgage-
related securities. Payments of principal and interest on underlying
collateral provide the funds to pay debt service on the collateralized
mortgage obligation or make scheduled distributions on the multi-class pass-
through security. The Fund will invest only in CMOs, which are issued by
agencies or instrumentalities of the U.S. government. In a CMO, a series of
bonds or certificates is issued in multiple classes. Each class of CMO, often
referred to as "tranche," is issued at a specific coupon rate and has a stated
maturity or final distribution date. Principal prepayments on collateral
underlying a CMO may cause it to be retired substantially earlier than the
stated maturities or final distribution dates.

The principal and interest on the underlying mortgages may be allocated
among the several tranches of a CMO in many ways. For example, certain
tranches may have variable or floating interest rates and others may be
stripped securities which provide only the principal or interest feature of
the underlying security. Generally, the purpose of the allocation of cash flow
of a CMO to the various tranches is to obtain a more predictable cash flow to
certain of the individual tranches than exists with the underlying collateral
of the CMO. As a general rule, the more predictable the cash flow is on a CMO
tranche, the lower the anticipated yield will be on that tranche at the time
of issuance relative to prevailing market yields on mortgage-related
securities. As part of the process of creating more predictable cash flows on
most of the tranches of a CMO, one or more tranches generally must be created
that absorb most of the volatility in the cash flows on the underlying
mortgage loans. The yields on these tranches, which may include inverse
floaters and Z tranches, discussed below, are generally higher than prevailing
market yields on mortgage-related securities with similar maturities. As a
result of the uncertainty of the cash flows of these tranches, the market
price of and yield on these tranches generally are more volatile.

The Fund may invest in any CMO tranche, including "inverse floaters" and "Z
tranches." An inverse floater is a CMO tranche with a coupon rate that moves
inversely to a designated index, such

7
<PAGE>

as LIBOR (London Inter-Bank Offered Rate) or COFI (Cost of Fund Index). Like
most other fixed-income securities, the value of inverse floaters will
decrease as interest rates increase. Inverse floaters, however, exhibit
greater price volatility than the majority of mortgage pass-through securities
or CMOs. Coupon rates on inverse floaters typically change at a multiple of
the changes in the relevant index rate. Thus, any rise in the index rate (as a
consequence of an increase in interest rates) causes a correspondingly greater
drop in the coupon rate of an inverse floater while any drop in the index rate
causes a correspondingly greater increase in the coupon of an inverse floater.
Some inverse floaters also exhibit extreme sensitivity to changes in
prepayments. Inverse floaters would be purchased by the Fund to attempt to
protect against a reduction in the income earned on the Fund's investments due
to a decline in interest rates.

Z tranches of CMOs defer interest and principal payments until one or more
other classes of the CMO have been paid in full. Interest accretes on the Z
tranche, bring added to principal, and is compounded through the accretion
period. After the other classes have been paid in full, interest payments
begin and continue through maturity. Z tranches have characteristics similar
to zero coupon bonds. Like a zero coupon bond, during its accretion period a Z
tranche has the advantage of eliminating the risk of reinvesting interest
payments at lower rates during a period of declining market interest rates. At
the same time, however, and also like a zero coupon bond, the market value of
a Z tranche can be expected to fluctuate more widely with changes in market
interest rates than would the market value of a tranche which pays interest
currently. In addition, changes in prepayment rates on the underlying mortgage
loans will affect the accretion period of a Z tranche, and therefore also will
influence its market value.

STRIPPED MORTGAGE-BACKED SECURITIES

8
<PAGE>

of interest-only SMBSs to reduce the effects of interest rate changes on the
value of the Fund's portfolio, while continuing to pursue current income.

INVESTMENT RESTRICTIONS

The Fund will not:

(2) Invest more than 15% of the value of its total assets in illiquid
securities, including restricted securities, repurchase agreements of
over seven days' duration and OTC options;

HOW THE FUND VALUES SHARES

The net asset value for Trust Shares of the Fund is determined by adding the
interest of the Trust Shares in the market value of all securities and other
assets of the Fund, subtracting the interest of the Trust Shares in the
liabilities of the Fund and those attributable to Trust Shares, and dividing
the remainder by the total number of Trust Shares outstanding. The net asset
value of the Fund's Trust Shares will differ from that of Investment Shares
due to the expense of the Rule 12b-1 fee applicable to the Fund's Investment
Shares.

9
<PAGE>

The Fund calculates net asset value per Trust Share as of the close of the
New York Stock Exchange (currently 4:00 p.m. Eastern Time) on each Business
Day. As used herein, a "Business Day" constitutes Monday through Friday except
(i) days on which there are not sufficient changes in the value of the Fund's
portfolio securities that its net asset value might be materially affected;
(ii) days during which no shares are tendered for redemption and no orders to
purchase shares are received; (iii) the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day; and (iv) other civil holidays when the
Federal Reserve Banks or the financial markets are closed, such as Veterans'
Day and Martin Luther King Day.

HOW TO BUY TRUST SHARES

Investors may purchase Trust Shares in the Fund through procedures
established by the Distributor in connection with the requirements of
fiduciary, advisory, agency and other similar accounts maintained by or on
behalf of customers of Huntington or its affiliates or correspondent banks
(collectively, the "Banks"). State securities laws may require banks and
financial institutions purchasing shares for their customers to register as
brokers pursuant to such laws. Trust Shares of the Fund are purchased at the
appropriate net asset value per Trust Share next determined after the order is
transmitted to the Funds' transfer agent, SEI Investments Management
Corporation (the "Transfer Agent").

Trust Shares will normally be held in the name of the Bank effecting the
purchase on the shareholder's behalf, and it is the Bank's responsibility to
transmit purchase or redemption orders to the Transfer Agent. Shareholders
will receive a confirmation of each transaction in their account, which will
show the total number of Trust Shares of the Fund owned. The Fund will not
issue certificates representing Trust Shares.

If a shareholder pays for Trust Shares by check and the check does not
clear, the purchase will be cancelled, and such shareholder may be charged a
fee and will be liable for any losses incurred. Neither initial nor subsequent
investments will be made by third party check. If a shareholder pays for Trust
Shares with a check drawn from a bank outside the United States, the check
will be sent to the bank for collection prior to placing the trade in the
shareholder's account, and approximately four to five weeks will be required
before the trade will be processed. For more information or assistance
regarding the purchase of Trust Shares of the Fund, call the Investor Services
Department at (in Ohio) 614-480-5580, or (outside the 614 Area Code) 800-253-
0412.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Trust Shares of the Fund is $1,000.
Subsequent investments must be in amounts of at least $500.

10
<PAGE>

SYSTEMATIC INVESTMENT PROGRAM

Once an account has been opened, holders of Trust Shares of the Fund may add
to their investment on a regular basis in minimum amounts of at least $50.
Under this program, monies will be automatically withdrawn periodically from
the shareholder's banking account and invested in Trust Shares of the Fund at
the applicable public offering price per share next determined after an order
is received by the Transfer Agent. Shareholders may apply for participation in
this program by contacting the Investor Services Department at (in Ohio) 614-
480-5580 or (outside the 614 Area Code) 800-253-0412.

HOW TO EXCHANGE TRUST SHARES AMONG THE FUNDS

Shareholders may exchange Trust Shares in the Fund for Trust Shares in any
other fund at the respective net asset values per Trust Share next determined
after receipt of the request in good order. This privilege is available to
shareholders resident in any state in which the fund shares being acquired may
be sold. Exchange requests received prior to 4:00 p.m. (Eastern Time) will be
effected at the next determined net asset value per Trust Share as of that
Business Day. Exchange requests received after 4:00 p.m. (Eastern Time) will
be effected at the next determined net asset value per Trust Share on the
following Business Day. Holders of Trust Shares automatically receive the
Trust's telephone exchange service unless they have instructed their Bank to
the contrary. Exchange instructions given by telephone may be electronically
recorded and will be binding upon the shareholder. Because telephone exchange
requests will be honored from anyone who provides the correct information
(described below), this service involves a possible risk of loss if someone
uses the service without the shareholder's permission.

1. By Phone: Investor Services Department (in Ohio) 614-480-5580 (outside
the 614 Area Code) 800-253-0412

2. By Mail: The Huntington National Bank 41 South High Street (HC 1116)
Columbus, OH 43287 Attn: Investor Services Department

To exchange by letter or by telephone, a shareholder must state (1) the name
of the fund from which the exchange is to be made (and designating that Trust
Shares are involved), (2) the name(s) and address on the shareholder account,
(3) the account number, (4) the dollar amount or number of

11
<PAGE>

Trust Shares to be exchanged, and (5) the fund into which the Trust Shares are
to be exchanged. Written exchange requests must be endorsed by the
shareholder, and it may be necessary to have the shareholder's signature
guaranteed by a member firm of a national securities exchange or by a
commercial bank, savings and loan association or trust company. Further
documentation may be required, and a signature guarantee is generally required
from corporations, executors, administrators, trustees and guardians. (See
"Redeeming By Mail" below.)

An exchange is treated as a sale for federal income tax purposes and,
depending on the circumstances, a capital gain or loss may be realized.

HOW TO REDEEM TRUST SHARES

Shareholders may redeem all or any portion of the Trust Shares in their
account on any Business Day at the appropriate net asset value per Trust Share
next determined after a redemption request in proper form is received by the
Transfer Agent. As described below, shareholders may redeem Trust Shares by
telephone or in writing, and may receive proceeds by wire. If an investor
purchases Trust Shares by check and wishes to redeem those Trust Shares before
the check has cleared, the Trust may delay payment of any redemption proceeds
until the check clears. Under unusual circumstances, the Fund may suspend
redemptions or postpone payment for more than seven days, as permitted by
federal securities law.

REDEEMING BY TELEPHONE

Telephone requests for redemption may be made by calling the Investor
Services Department at (in Ohio) 614-480-5580 or (outside the 614 Area Code)
800-253-0412. Telephone requests for redemptions of Trust Shares in the Fund
must be received prior to 4:00 p.m. (Eastern Time) to receive that day's net
asset value and the redemption proceeds will be paid in federal funds,
normally on the next Business Day.

Holders of Trust Shares automatically receive the Trust's telephone
redemption service unless they have instructed their Bank to the contrary.
Because telephone redemption requests will be honored from anyone who provides
the correct information (described below), this service involves a possible
risk of loss if someone uses the service without the shareholder's permission.
Anyone making a telephone redemption request must furnish (1) the name and
address of record of the registered owner(s), (2) the account number, (3) the
amount to be withdrawn, and (4) the name of the person making the request.
Checks for telephone redemptions will be issued only to the registered
shareholder(s) and mailed to the last address of record. If at any time the
Trust shall determine it necessary to terminate or modify this method of
redemption, shareholders will be promptly notified. Telephone redemption
instructions may be recorded.

12
<PAGE>

In the event of extreme economic or market conditions, a shareholder may
experience difficulty in redeeming by telephone. If such a case should occur,
another method of redemption, such as through written request, should be
considered. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

REDEEMING BY MAIL

Redemption requests may be made by writing The Huntington National Bank, 41
South High Street (HC 1116), Columbus, Ohio 43287, Attention: Investor
Services Department. Written redemption requests must be signed by the
shareholder, and it may be necessary to have the shareholder's signature
guaranteed. Further documentation may be required, and a signature guarantee
is generally required from corporations, executors, administrators, trustees,
and guardians.

Signatures on written redemption requests must be guaranteed by:

--a trust company or commercial bank whose deposits are insured by the Bank
Insurance Fund ("BIF"), which is administered by the FDIC;

--a member of the New York, American, Midwest, or Pacific Stock Exchanges;

--a savings bank or savings and loan association whose deposits are insured
by the Savings Association Insurance Fund ("SAIF"), which is
administered by the FDIC; or

-- any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

Shares will be redeemed at the net asset value determined as of the end of
the Business Day on which the written redemption request is received by the
Transfer Agent.

Redemptions with a value of up to $100,000 will be wired at a shareholder's
request, and a separate charge for this service may apply. Redemption proceeds
may be wired to any bank account specified by the shareholder in writing. If a
shareholder requests a wire transfer by telephone, redemption proceeds may be
wired only to the bank previously designated by the shareholder or otherwise
designated by the shareholder in writing as described below. If a shareholder
has authorized expedited wire redemption, Trust Shares will be redeemed at the
appropriate net asset value per Trust Share next determined after receipt of
the request, and the proceeds normally will be sent to the designated bank
account the following Business Day. In other circumstances, redemption
proceeds will normally be wired within seven days. The proceeds from the
redemption of Shares purchased by check are not available, and the shares may
not be exchanged, until the check has cleared. To change the name of the bank
account to which redemption proceeds will be wired, a shareholder should send
a written request (and, if necessary with the shareholder's signature
guaranteed) to The Huntington National Bank, 41 South High Street (HC 1131),
Columbus, Ohio 43287, Attention: Investor Services Department.

13
<PAGE>

If a shareholder owns fewer shares of a Fund than the minimum amount set by
the Trustees due to shareholder redemptions (presently, shares with a value of
$1,000 or less), the Trust may redeem those shares and forward the redemption
proceeds to the shareholder. A shareholder will receive at least 30 days'
written notice before the Trust redeems shares, and an additional purchase of
shares of the appropriate Fund can be made to avoid redemption. This
requirement does not apply because of changes to the Fund's net asset value.

MANAGEMENT OF THE TRUST AND SERVICE PROVIDERS

Adviser's Background. Huntington is an indirect, wholly-owned subsidiary of
Huntington Bancshares Incorporated ("HBI"). With $21 billion in assets as of
June 30, 1997, HBI is a major Midwest regional bank holding company. Through
its subsidiaries and affiliates, HBI offers a full range of services to the
public, including: commercial lending, depository services, cash management,
brokerage services, retail banking, international services, mortgage banking,
investment advisory services, and trust services. Huntington, a recognized
investment advisory and fiduciary services subsidiary of HBI, provides
investment advisory services for corporate, charitable, governmental,
institutional, personal trust and other assets. Huntington is responsible for
over $19 billion of assets, and has investment discretion over approximately
$5 billion of that amount.

14
<PAGE>

DISTRIBUTION OF TRUST SHARES

ADMINISTRATION OF THE FUNDS

CUSTODIAN, RECORDKEEPER, TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT

INDEPENDENT AUDITORS

Effective January 1, 1997, the independent auditors for the Trust are KPMG
Peat Marwick LLP, Columbus, Ohio.

DISTRIBUTIONS AND TAXES

DISTRIBUTION OPTIONS

Shareholders of the Fund may choose to receive all distributions in cash, to
reinvest all distributions in additional Trust Shares, or to reinvest all
capital gains distributions in additional Trust Shares and to receive all
other distributions in cash. Shareholders may choose a distribution option by
notifying the Investor Services Department of their selection. If a
shareholder fails to choose a distribution option, all distributions will be
reinvested in additional Trust Shares of the Fund.

TAXES

The Fund intends to qualify as a "regulated investment company" for federal
income tax purposes and to meet all other requirements that are necessary for
it to be relieved of federal taxes on income

15
<PAGE>

(and gains, if any) paid to shareholders in the form of dividends. In order to
accomplish this goal, the Fund must, among other things, distribute
substantially all of its ordinary income (and net short-term capital gains, if
any) on a current basis and maintain a portfolio of investments which
satisfies certain diversification criteria.

All dividends and capital gains dividends are taxable whether they are
reinvested in the Fund or received in cash, unless a shareholder is exempt
from taxation or entitled to tax deferral. Each year, shareholders will be
notified as to the amount and federal tax status of all dividends and capital
gains paid during the prior year. Distributions of net capital gains
designated by the Fund as a capital gain dividend will be taxable as long-term
capital gains, regardless of how long a shareholder has held the Fund shares,
and regardless of whether the distributions are reinvested in additional
shares or received in cash. Dividends paid from the Fund's net investment
income which includes the Fund's net realized short-term capital gains, are
taxable to shareholders as ordinary income.

Generally, shareholders will be taxable on dividends or distributions in the
year of receipt; however, dividends declared in October, November or December,
payable to shareholders of record on a specified date in one of those months
and paid during the following January, will be treated as having been
distributed by the Fund (and received by the shareholders) on December 31 of
the year in which declared.

16
<PAGE>

the Fund that the TIN listed on the shareholder's account is incorrect
according to their records or that the shareholder is subject to backup
withholding, federal law generally requires the Fund to withhold 31% from any
dividends and/or redemptions (including exchange redemptions). Backup
withholding is not an additional tax and any amounts withheld may be credited
against the shareholder's federal income tax liability; a refund may be
obtained from the Internal Revenue Service if withholding results in
overpayment of federal income taxes. Federal law also requires the Fund to
withhold 30% or the applicable tax treaty rate from dividends paid to certain
non-resident alien, non-U.S. partnership, non-U.S. trust, non-U.S. estate and
non-U.S. corporation shareholder accounts. Certain non-resident aliens will be
subject to non-resident alien tax withholding. The amount withheld is
dependent on the country of citizenship.

Dividends and distributions may be subject to state and local income taxes.
Shareholders are advised to consult with their own tax advisors about state
and local tax matters.

Early in each year the Fund will notify shareholders of the amount and the
federal income tax status of the distributions paid or deemed paid by the Fund
during the preceding year.

ORGANIZATION OF THE TRUST

The Trust is an open-end management investment company, whose Declaration of
Trust permits the Trust to offer separate series of shares of beneficial
interest representing interests in separate portfolios of securities. The
shares in any one portfolio may be offered in two or more separate classes. As
of the date of this Prospectus, the Trustees have established two classes of
shares, known as Investment Shares and Trust Shares, in the Money Market Fund,
the Ohio Municipal Money Market Fund, the U.S. Treasury Money Market Fund, the
Growth Fund, the Income Equity Fund, the Mortgage Securities Fund, the Ohio
Tax-Free Fund, the Short/Intermediate Fixed Income Securities Fund, and the
Fixed Income Securities Fund and the Michigan Tax-Free Fund.

VOTING RIGHTS

17
<PAGE>

As used in this Prospectus and in the Statement of Additional Information, a
"vote of a majority of the outstanding shares" of the Trust or a particular
fund or a particular class of shares of the Trust or the fund means the
affirmative vote of the lesser of (a) more than 50% of the outstanding shares
of the Trust or such fund or such class, or (b) 67% or more of the shares of
the Trust or the fund or such class present at a meeting at which the holders
of more than 50% of the outstanding shares of the Trust or the fund or such
class are represented in person or by proxy.

PERFORMANCE DATA AND COMPARISONS

Yield and total return data for both classes of shares may, from time to
time, be included in advertisements about the Fund. Yield for both classes of
shares of the Fund is calculated by dividing the Fund's annualized net
investment income per share during a recent 30-day period by the maximum
public offering price per share on the last day of that period. The tax-
equivalent yield of each class of shares shows the effect on performance of
the tax-exempt status of distributions received from the Fund. Tax-equivalent
yield reflects the approximate yield that a taxable investment must earn for
shareholders at stated income levels to produce an after-tax yield equal to
the Fund's tax-exempt yield. Total return for the one-year period and for the
life of the Fund through the most recent calendar quarter represents the
average annual compounded rate of return on a $1,000 investment in each class
of the Fund. Total return may also be presented for other periods.

All data is based on the Fund's past investment results and is not intended
to indicate future performance. Investment performance for both classes is
based on many factors, including market

18
<PAGE>

conditions, the composition of the Fund's portfolio, and the operating
expenses of the Fund or a particular class. Investment performance also often
reflects the risks associated with the Fund's investment objective and
policies. These factors should be considered when comparing the Fund's
investment results to those of other mutual funds and other investment
vehicles.

From time to time, advertisements for the Fund may refer to ratings,
rankings, and other information in certain financial publications and/or
compare the Fund's performance to certain indices.

SHAREHOLDER INQUIRIES

Shareholder inquiries regarding the Monitor Intermediate Government Income
Fund should be directed to The Huntington National Bank, Huntington Center, 41
South High Street, Columbus, Ohio 43287, Attention: Investor Services
Department.

OTHER CLASSES OF SHARES

The Fund also offers another class of shares called Investment Shares.
Investment Shares are sold primarily through The Huntington Investment
Company, Huntington Personal Bankers or the Mutual Fund Services Center
pursuant to respective agreements between such organizations and the
Distributor. Investment Shares of the Fund are sold net asset value plus an
applicable sales charge. Purchases of Investment Shares are subject to a
minimum initial investment of $1,000.

Investors may obtain information about Investment Shares by contacting The
Huntington National Bank, Huntington Personal Bankers or the Investor Services
Department at 614-480-5580 (in Ohio) or 800-253-0412 (outside the 614 Area
Code).

19
<PAGE>

Investment Adviser
- --------------------------------------------------------------------------------
The Huntington National Bank
Huntington Center
Columbus, OH 43287
1-800-253-0412

Administrator
- --------------------------------------------------------------------------------
SEI Fund Resources
One Freedom Valley Road
Oaks, PA 19456

Distributor
- --------------------------------------------------------------------------------
SEI Investments Distribution Co.
One Freedom Valley Road
Oaks, PA 19456

LOGO

M logo FPO

The Monitor Funds

MARBLE SCREEN F.P.O.

Trust Shares

The Monitor Intermediate
Government Income Fund

February 9, 1998

ART

<PAGE>

PART B. STATEMENT OF ADDITIONAL INFORMATION

THE MONITOR FUNDS
INVESTMENT SHARES AND TRUST SHARES
- --------------------------------------------------------------------------------

The Combined Statement of Additional Information for The Monitor Funds, dated
April 30, 1997, previously filed with The Securities and Exchange Commission is
incorporated herein in its entirety by reference. In addition, such Combined
Statement or Additional Information (the "SAI") is hereby amended and
supplemented as follows:

1. The Cover page of the SAI is amended to add to the list of funds "The Monitor
Intermediate Government Income Fund", and the second sentence in the
paragraph at the bottom of the Cover page is amended to read as follows:
"This Statement is not a prospectus and is only authorized for distribution
when accompanied or preceded by the respective Prospectuses for Trust Shares
or Investment Shares of the Trust, dated April 30, 1997, the Prospectuses for
Trust Shares or Investment Shares of the Monitor Michigan Tax-Free Fund,
dated November 20, 1997, or the Prospectuses for Trust or Investment Shares
of the Monitor Intermediate Government Income Fund, dated February 9, 1998."

2. The definition of "Funds" on page 1 of the SAI is amended to read as follows:

"Each of the eleven separate investment portfolios of the Trust."

3. The first sentence of the paragraph under "Definitions" on page 1 of the SAI
is amended to read: "The Trust consists of eleven separate investment
portfolios (the "Funds") with separate investment objectives and policies."

4. The following sentence is added to the text following the caption "Portfolio
Turnover" on page 15 of the SAI:

"The Adviser estimates that the portfolio turnover rate for the
Intermediate Government Income Fund will not exceed 25% during the
first fiscal year of that fund."

5. On page 18 of the SAI, delete the information under the caption "Fund
Ownership" and replace it with the following:

"Fund Ownership

As of November 19, 1997, the Trustees and officers as a group owned
less than 1% of the shares of the Trust.

As of November 19, 1997, the following shareholders of record owned 5%
or more of the outstanding Investment Shares of The Monitor Money
Market Fund: National Financial Services Corp., New York, NY, owned
approximately 61,234,741 shares (46.12%); and Huntington Trust
Company, Columbus, OH, acting in various capacities for numerous
accounts, owned approximately 25,972,221 shares (19,56%).

As of November 19, 1997, the following shareholder of record owned 5%
or more of the outstanding Trust Shares of The Monitor Money Market
Fund: Huntington Trust Company, N.A., Columbus, OH, acting in various
capacities for numerous accounts, owned approximately 402,727,912
shares (99.92%).

As of November 19, 1997, the following shareholder of record owned 5%
or more of the outstanding Investment Shares of The Monitor Ohio
Municipal Money Market Fund: Huntington Trust Company, Columbus, OH,
acting in various capacities for numerous accounts, owned
approximately 67,334,559

B-1
<PAGE>

shares (84.45%); and Telamon, Indianapolis, IN, owned approximately
4,637,121 shares (5.82%).

As of November 19, 1997, the following shareholder of record owned 5%
or more of the outstanding Trust Shares of The Monitor Ohio Municipal
Money Market Fund: Huntington Trust Company, N.A., Columbus, OH,
acting in various capacities for numerous accounts, owned
approximately 66,087,519 shares (100.0%).

As of November 19, 1997, the following shareholders of record owned 5%
or more of the outstanding Investment Shares of The Monitor U.S.
Treasury Money Market Fund: Huntington Trust Company, Columbus, OH,
acting in various capacities for numerous accounts, owned
approximately 29,883,964 shares (52.28%); and Allied Fidelity
Insurance Co., Indianapolis, IN, owned approximately 3,894,548 shares
(6.85%).

As of November 19, 1997, the following shareholder of record owned 5%
or more of the outstanding Trust Shares of The Monitor U.S. Treasury
Money Market Fund: Huntington Trust Company, N.A., Columbus, OH,
acting in various capacities for numerous accounts, owned
approximately 498,957,241 shares (99.91%).

As of November 19, 1997, no shareholders of record owned 5% or more of
the outstanding Investment Shares of The Monitor Growth Fund.

As of November 19, 1997, the following shareholders of record owned 5%
or more of the outstanding Trust Shares of The Monitor Growth Fund:
Huntington Trust Company, N.A., Columbus, OH, acting in various
capacities for numerous accounts, owned approximately 5,067,554 shares
(99.02%).

As of November 19, 1997, the following shareholders of record owned 5%
or more of the outstanding Investor Shares of The Monitor Income
Equity Fund: John B. and Donaldeen A. Payne, Columbus, OH, owned 1,997
shares (27.81%); Joseph Segna, Columbus, OH, owned 1,335 shares
(18.59%); Lucille R. Weiss, Wooster, OH, owned 733 shares (10.20%);
William R. and Nancy R Wise, Westerville, OH, owned 630 shares
(8.78%); Deborah Mills Maximoff, Indianapolis IN, owned 602 shares
(8.38%); and David C. Poland, Westerville, OH, owned 552 shares
(7.68%).

As of November 19, 1997, the following shareholders of record owned 5%
or more of the outstanding Trust Shares of The Monitor Income Equity
Fund: Huntington Trust Company, N.A., Columbus, OH, acting in various
capacities for numerous accounts, owned approximately 5,800,902 shares
(99.65%).

As of November 19, 1997, the following shareholder of record owned 5%
or more of the outstanding Investment Shares of The Monitor Mortgage
Securities Fund: Elmer E. and Mary K. Bernard, Columbus, OH, owned
approximately 9,285 shares (6.50%); and Trust under will of James E.
Dill, Columbus, OH, owned approximately 7,357 shares (5.15%).

As of November 19, 1997, the following shareholder of record owned 5%
or more of the outstanding Trust Shares of The Monitor Mortgage
Securities Fund: Huntington Trust Company, N.A., Columbus, OH, acting
in various capacities for numerous accounts, owned approximately 4,668
shares (98.53%).

As of November 19, 1997, the following shareholders of record owned 5%
or more of the outstanding Investment Shares of The Monitor Ohio Tax-
Free Fund: Florence M., Ralph E. and Gerald L. Brinkman, Grove City,
OH, owned approximately 14,406 shares (18.06%); Ursula E.M. and
William J. Umberg, Cincinnati, OH, owned approximately 9,021 shares
(11.31%); John W. and Arlene J. Warbritton, Westerville, OH, owned
approximately 6,215 shares (7.79% ); and Michael M. and Mary Ann
Machowsky, Rossford, OH, owned approximately 4,612 shares (5.78%).

B-2
<PAGE>

As of November 19, 1997, the following shareholder of record owned 5%
or more of the outstanding Trust Shares of The Monitor Ohio Tax-Free
Fund: Huntington Trust Company, N.A., Columbus, OH, acting in various
capacities for numerous accounts, owned approximately 2,732,669 shares
(94.21%).

As of November 19, 1997, the following shareholder of record owned 5%
or more of the outstanding Investment Shares of The Monitor Fixed
Income Securities Fund: William J. Umberg, Cincinnati, OH, owned
approximately 5,525 shares (7.31%); and The Cincinnati Institute for
Fine Arts, Cincinnati, OH, owned approximately 4,619 shares (6.14%).

As of November 19, 1997, the following shareholder of record owned 5%
or more of the outstanding Trust Shares of The Monitor Fixed Income
Securities Fund: Huntington Trust Company, N.A., Columbus, OH, acting
in various capacities for numerous accounts, owned approximately
7,054,070 shares (99.40%).

As of November 19, 1997, 100% of the outstanding Investment Shares of
The Monitor Short/Intermediate Fixed Income Securities Fund were owned
by The Monitor Money Market Fund (Investment Shares Class), Columbus,
OH.

As of November 19, 1997, the following shareholder of record owned 5%
or more of the outstanding Trust Shares of The Monitor
Short/Intermediate Fixed Income Securities Fund: Huntington Trust
Company, N.A., Columbus, OH, acting in various capacities for numerous
accounts, owned approximately 6,246,886 shares (99.24%).

The Declaration of Trust of the Trust provides that the Trust will, to
the fullest extent permitted by law, indemnify its Trustees and
officers against all liabilities and against all expenses reasonably
incurred in connection with any claim, action, suit or proceeding in
which they may be involved because of their offices with the Trust,
except if it is determined in the manner specified in the Declaration
of Trust that they have not acted in good faith in the reasonable
belief that their actions were in the best interests of the Trust or
that such indemnification would relieve any officer or Trustee of any
liability to the Trust or its shareholders by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of his
or her duties. The Trust, at its expense, may provide liability
insurance for the benefit of its Trustees and officers."

B-3

<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements: (1) The following financial statements have been
incorporated into the Combined Statement of Additional Information by
reference to the Trust's Combined Annual Report to Shareholders, dated
December 31, 1996:

Statements of Operations for the year ended December 31, 1996
Statements of Assets and Liabilities as of December 31, 1996
Statements of Changes in Net Assets for the years ended December 31, 1996
and 1995
Statements of Cash Flows for the year ended December 31, 1996
Portfolios of Investments as of December 31, 1996
Financial Highlights for the years ended December 31, 1996
Combined Notes to Financial Statements
Report of Price Waterhouse LLP, Independent Auditors

(2) The following unaudited financial statements have been incorporated
into the Combined Statement of Additional Information by reference to the
Trust's Combined Semi-Annual Report to Shareholders, dated June 30, 1997:

Statements of Operations for the six months ended June 30, 1997
Statements of Assets and Liabilities as of June 30, 1997
Statements of Changes in Net Assets for the six months ended June 30, 1997
Statements of Cash Flows for the six months ended June 30, 1997
Portfolios of Investments as of June 30, 1997
Financial Highlights for the six months ended June 30, 1997
Combined Notes to Financial Statements

(b) Exhibits:
(1) Amended and Restated Declaration of Trust of the Registrant (previously
filed as Exhibit 1 to Post-Effective Amendment No. 19 and incorporated
herein by reference)
(2) By-Laws of the Registrant (previously filed as Exhibit 2 to Post-
Effective Amendment No. 19 and incorporated herein by reference)
(3) Not applicable
(4) Not applicable
(5) (i) Investment Advisory Agreement between the Registrant and The
Huntington National Bank, as successor to Huntington Trust Company,
N.A. (previously filed as Exhibit 5(i) to Post-Effective Amendment No.
19 and incorporated herein by reference)
(ii) Sub-Advisory Agreement of the Registrant (previously filed as
Exhibit 5(ii) to Post-Effective Amendment No. 19 and incorporated
herein by reference)
(iii) Investment Advisory Agreement between the Registrant and The
Huntington

C-1

<PAGE>

National Bank relating to The Monitor Michigan Tax-Free Fund
(previously filed as Exhibit 5(iii) to Post-Effective Amendment No. 23
and incorporated herein by reference)
(iv) Investment Advisory Agreement between the Registrant and The
Huntington National Bank relating to The Monitor Intermediate
Government Income Fund (previously filed as Exhibit 5(iv) to
Post-Effective Amendment No. 24 and incorporated herein by reference)
(6) Distribution Agreement, dated January 11, 1996, between the Registrant
and SEI Financial Services Company (previously filed as Exhibit 6 to
Post-Effective Amendment No. 20 and incorporated herein by reference)
(7) Not applicable
(8) Custodian Contract of the Registrant (previously filed as Exhibit 8 to
Post-Effective Amendment No. 19 and incorporated herein by reference)
(9) (i) Transfer Agency and Service Agreement, dated January 11, 1996,
between the Registrant and SEI Financial Management Corporation
(previously filed as Exhibit 9(i) to Post-Effective Amendment No. 20
and incorporated herein by reference)
(ii) Sub-Transfer Agency and Service Agreement, dated February 10,
1996, between SEI Financial Management Corporation and State Street
Bank and Trust Company (previously filed as Exhibit 9(ii) to Post-
Effective Amendment No. 20 and incorporated herein by reference)
(iii) Administration Agreement, dated January 11, 1996, between the
Registrant and SEI Financial Management Corporation, as amended to
date (previously filed as Exhibit 9(iii) to Post-Effective Amendment
No. 29 and incorporated by reference herein)
(iv) Sub-Administration Agreement, dated March 24, 1996, between SEI
Financial Management Corporation and The Huntington National Bank, as
amended to date (previously filed as Exhibit 9(i) to Post-Effective
Amendment No. 24 and incorporated by reference herein)
(v) Consent to Assignment and Assumption Agreement for the
Administration and Transfer Agency Agreements, dated January 30, 1997,
between the Registrant and SEI Financial Management Corporation
(previously filed as Exhibit 9(v) to Post-Effective Amendment No. 22
and incorporated herein by reference)
(10) Opinion and Consent of Counsel as to legality of shares being
registered (previously filed as Exhibit 10 to Post Effective
Amendment No. 24 and incorporated herein by reference)
(11) (i) Consent of Price Waterhouse LLP, Independent Accountants
(previously filed as Exhibit 11(i) to Post-Effective Amendment No. 24
and incorporated herein by reference)
(ii) Consent of KPMG Peat Marwick LLP, Independent Auditors
(previously filed as Exhibit 11(ii) to Post-Effective Amendment No. 24
and incorporated herein by reference)
(12) Not applicable
(13) Initial Capital Understanding (previously filed as Exhibit 13 to
Post-Effective Amendment No. 20 and incorporated herein by reference)
(14) Not applicable
(15) Distribution and Shareholder Services Plan, as amended to date
(previously filed as Exhibit 15 to Post-Effective Amendment No. 24 and
incorporated herein by reference)
(16) Not applicable
(17) Not applicable
(18) Multiple Class Plan, as amended to date (previously filed as Exhibit
18 to Post-Effective Amendment No. 24 and incorporated herein by
reference)
(24) Powers of Attorney (filed herewith)

C-2
<PAGE>

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

None.

Item 26. Number of Holders of Securities

Number of Record Holders
Title of Class as of November 19, 1997
- -------------- -----------------------
<S> <C>
Shares of Beneficial Interest of:

The Monitor Money Market Fund
Trust Shares........................................... 68
Investment Shares...................................... 1,794
The Monitor Ohio Municipal Money Market Fund
Trust Shares........................................... 6
Investment Shares...................................... 219
The Monitor U.S. Treasury Money Market Fund
Trust Shares........................................... 9
Investment Shares...................................... 317
The Monitor Growth Fund
Trust Shares........................................... 91
Investment Shares...................................... 788
The Monitor Income Equity Fund
Trust Shares........................................... 70
Investment Shares...................................... 21
The Monitor Mortgage Securities Fund
Trust Shares........................................... 43
Investment Shares...................................... 186
The Monitor Ohio Tax-Free Fund
Trust Shares........................................... 19
Investment Shares...................................... 129
The Monitor Fixed Income Securities Fund
Trust Shares........................................... 54
Investment Shares...................................... 236
The Monitor Short/Intermediate Fixed Income Securities Fund
Trust Shares........................................... 60
Investment Shares...................................... 4
The Monitor Michigan Tax-Free Fund
Trust Shares........................................... 0
Investment Shares...................................... 0
</TABLE>
Item 27. Indemnification

The response to this Item is incorporated by reference to Registrant's
Post-Effective

C-3

<PAGE>

<TABLE>
<CAPTION>
Amendment No. 18 on Form N-1A filed April 26, 1994.

Item 28. Business and Other Connections of Investment Adviser

The Adviser. The Huntington National Bank, the successor to Huntington
Trust Company, N.A. ("Huntington") serves as investment adviser to the
Registrant. Huntington is wholly-owned subsidiary of Huntington Bancshares
Incorporated ("Bancshares"). Huntington conducts a variety of trust activities.
To the knowledge of Registrant, none of the directors or executive officers of
Huntington, except those set forth below, is or has been at any time during the
past two fiscal years engaged in any other business, profession, vocation or
employment of a substantial nature, except that certain directors and executive
officers also hold various positions with and engage in business for Bancshares.
Set forth below are the names and principal businesses of the directors and
executive officers of Huntington who are or during the past two fiscal years
have been engaged in any other business, profession, vocation or employment of a
substantial nature for their own account or in the capacity of director,
officer, employee, partner or trustee.

Executive Officers and Principal Other Business(es) During
Directors of Huntington at Least the Last Two Fiscal Years
- ----------------------- ----------------------------------
<S> <C>
Friedrich K.M. Bohm, Director............ Managing Partner, NBBJ East Limited Partnership
Douglas G. Borror, Director.............. President, Dominion Corporation
William E. Conway, Director.............. Chairman, Fairmount Minerals, Ltd.
Maurice A. Cox, Jr., Director............ Chief Executive Officer, The Ohio Partners, LLC
Peter H. Edwards, Director............... Chairman, Edwards Companies
Douglas E. Fairbanks, Director........... Private investor
John B. Gerlach, Jr...................... Chairman, President and Chief Executive Officer, Lancaster
Colony Corporation
Elaine H. Hairston, Director............. Chancellor, Ohio Board of Regents
Edgar W. Ingram III, Director............ Chairman and Chief Executive Officer of White Castle
Systems, Inc.
Pete A. Klisares, Director............... Executive Vice President, Worthington Industries, Inc.
William M. Osborne, Jr., Director........ Private investor
Robert W. Rahal, Director................ President, Team Rahal, Inc.
John B. Schultz, Director................ Chairman, President and Chief Executive Officers, The
Lamson & Sessions Co.
J. Richard Sisson, Director.............. Senior Vice President and Provost, The Ohio State University
Rodney Wasserstrom, Director............. President and Chief Executive Officer, The Wasserstrom
Company
William J. Williams, Director............ Private investor
William S. Williams, Director............ Vice Chairman, Chief Executive and Chief Financial Officer,
The W.W. Williams Co., Inc.
Helen K. Wright, Director................ Private investor

</TABLE>
The Subadviser. Piper Capital Management Incorporated ("Piper Capital
Management")

C-4

<PAGE>

is the subadviser for The Monitor Mortgage Securities Fund. Piper was formed in
1985 and is a wholly-owned subsidiary of Piper Jaffray Companies Inc., a
publicly held corporation engaged through its subsidiaries in various aspects of
the financial services industry. The officers and directors of Piper Capital
Management are as follows:

Name Title
- ---- -----
William H. Ellis Director and President
Bruce C. Huber Director
David E. Rosedahl Director
Charles N. Hayssen Director
Momchilo Vucenich Director
Richard Daly Senior Vice President
Michael C. Derck Senior Vice President
Paul Dow Senior Vice President
Richard W. Filippone Senior Vice President
John J. Gibas Senior Vice President
Marijo A. Goldstein Senior Vice President
Mark R. Grotte Senior Vice President
Jerry F. Gudmundson Senior Vice President
Robert C. Hannah Senior Vice President
Lynne Harrington Senior Vice President
Kim Jenson Senior Vice President
Russ Kappenman Senior Vice President
Kimberly F. Kaul Senior Vice President
Lisa A. Kenyon Senior Vice President
Steven B. Markusen Senior Vice President
Thomas S. McGlinch Senior Vice President
Curt D. McLeod Senior Vice President
Paula R. Meyer Senior Vice President
Susan S. Miley Senior Vice President and General Counsel
Robert H. Nelson Senior Vice President
Gary Norstrem Senior Vice President
Nancy S. Olsen Senior Vice President
Ronald R. Reuss Senior Vice President
Bruce D. Salvog Senior Vice President
Sandra K. Shrewsbury Senior Vice President
Eric L. Siedband Senior Vice President
David M. Steele Senior Vice President
Jill Thompson Senior Vice President
Robert H. Weidenhammer Senior Vice President
John G. Wenker Senior Vice President
Douglas J. White Senior Vice President
Cythia K. Castle Vice President

C-5
<PAGE>

Molly J. Destro Vice President
Julie Deutz Vice President
Rochelle Gonzo Vice President
Joyce Halbe Vice President
Joan L. Harrod Vice President
Mary Hoyme Vice President
Amy K. Johnson Vice President
John Kightlinger Vice President
Wan-Chong Kung Vice President
Jane Longueville Vice President
Brent Mellum Vice President
Stephen C. Meyer Vice President
Thomas Moore Vice President
Chris Neuharth Vice President
Paul D. Pearson Vice President
Scott Richter Vice President
Catherine M. Stienstra Vice President
Shaista Tajamal Vice President
Jane K. Welter Vice President
Fong P. Woo Vice President.

Item 29. Principal Underwriters

(a) Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing securities of the
Registrant also acts as a principal underwriter, distributor or investment
adviser:

SEI Investments Distribution Co. ("SEI Distribution") is the
Distributor of the Registrant's shares. SEI Distribution also acts as
distributor for the following other investment companies:

SEI Daily Income Trust
SEI Liquid Asset Trust
SEI Tax Exempt Trust
SEI Index Funds
SEI Institutional Managed Trust
SEI International Trust
The Advisors' Inner Circle Fund
The Pillar Funds
CUFUND
STI Classic Funds
CoreFunds, Inc.
First American Funds, Inc.
First American Investment Funds, Inc.

C-6
<PAGE>

The Arbor Fund
Boston 1784 Funds(R)
The PBHG Funds, Inc.
PBHG Insurances Series Fund, Inc.
Marquis Funds (R)
Morgan Grenfell Investment Trust
The Achievement Funds Trust
Bishop Street Funds
CrestFunds, Inc.
STI Classic Variable Trust
ARK Funds
FMB Funds, Inc.
SEI Asset Allocation Trust
TIP Funds
SEI Institutional Investments Trust
First American Strategy Funds, Inc.
HighMark Funds
Armada Funds.
Expedition Funds

SEI Distribution provides numerous financial services to investment managers,
pension plan sponsors and bank trust departments. These services include
portfolio evaluation, performance measurement and consulting services and
automated execution, clearing and settlement of securities transactions.

(b) Furnish the information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is One Freedom Valley Road, Oaks, Pennsylvania 19456:
<TABLE>
<CAPTION>
Position and Office Position and Office
Name with Underwriter with Registrant
- ---- ---------------- -------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman and CEO None
Henry H. Greer Director, President and COO None
Carmen V. Romeo Director, Executive Vice President and
President-Investment Advisory Group None
Gilbert L. Beebower Executive Vice President None
Richard B. Lieb Executive Vice President and President-Investment
Services Division None
Dennis J. McGonigle Executive Vice President None
Leo J. Dolan, Jr. Senior Vice President None
Carl A. Guarino Senior Vice President None
Larry Hutchison Senior Vice President None

</TABLE>

C-7
<PAGE>

<TABLE>

<S> <C> <C>
David G. Lee Senior Vice President President and CEO
Jack May Senior Vice President None
A. Keith McDowell Senior Vice President None
Hartland J. McKeown Senior Vice President None
Barbara J. Moore Senior Vice President None
Kevin P. Robins Senior Vice President, General Counsel and Vice President and
Secretary Assistant Secretary
Robert Wagner Senior Vice President None
Patrick K. Walsh Senior Vice President None
Robert Aller Vice President None
Marc H. Cahn Vice President and Assistant Secretary Vice President and
Assistant Secretary
Gordon W. Carpenter Vice President None
Todd Cipperman Vice President and Assistant Secretary Vice President and
Assistant Secretary
Robert Crudup Vice President and Managing Director None
Barbara Doyne Vice President None
Jeff Drennen Vice President None
Vic Galef Vice President and Managing Director None
Kathy Heilig Vice President and Treasurer None
Michael Kantor Vice President None
Samuel King Vice President None
Kim Kirk Vice President and Managing Director None
Donald H. Korytowski Vice President None
John Krzeminski Vice President and Managing Director None
Carolyn McLaurin Vice President and Managing Director None
W. Kelso Morrill Vice President None
Joanne Nelson Vice President None
Barbara A. Nugent Vice President and Assistant Secretary Vice President and
Assistant Secretary
Sandra K. Orlow Vice President and Assistant Secretary None
Donald Pepin Vice President and Managing Director None
Kim Rainey Vice President None
Mark Samuels Vice President and Managing Director None
Steve Smith Vice President None
Daniel Spaventa Vice President None
Kathryn L. Stanton Vice President and Assistant Secretary Vice President and
Assistant Secretary
Wayne M. Withrow Vice President and Managing Director None
James Dougherty Director of Brokerage Services None

</TABLE>

C-8
<PAGE>

Item 30. Location of Accounts and Records

All accounts and records required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

SEI Fund Resources One Freedom Valley Road
(Administrator, Transfer Agent and Oaks, PA 19456
Dividend Disbursing Agent)

The Huntington National Bank Huntington Center
(Adviser, Custodian and Portfolio 41 South High Street
Recordkeeper) Columbus, OH 43287

Item 31. Management Services

Not applicable.

Item 32. Undertakings

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

(b) With respect to The Monitor Intermediate Government Income Fund, Registrant
hereby undertakes to file a post-effective amendment, using financial statements
which need not be certified, within four to six months after the effective date
of this Post-Effective Amendment to its Registration Statement on Form N-1A.

(c) Registrant undertakes to call a meeting of shareholders for the purposes of
voting upon the question of removal of a trustee or trustees if requested to do
so by the holders of at least 10% of Registrant's total outstanding shares of
beneficial interest of all series of the Registrant. Registrant hereby
undertakes to comply with the provisions of Section 16(c) of the 1940 Act with
respect to the removal of Trustees and the calling of special shareholder
meetings by shareholders.

C-9
<PAGE>

(d) Registrant hereby undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders
for The Monitor Intermediate Government Income Fund, upon request and without
charge.

C-10
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act") and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Oaks, Commonwealth of Pennsylvania, on the 3rd day of February, 1998.

THE MONITOR FUNDS

By:/s/ DAVID G. LEE
----------------------------------------
David G. Lee, President

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registrant's Registration Statement has been signed
below by the following persons in the capacities indicated on February 3, 1998.

NAME TITLE

/s/ DAVID G. LEE President and Chief Executive Officer
- -----------------------------
David G. Lee

/s/ ROBERT DELLACROCE Controller, Treasurer and Chief Financial Officer
- -----------------------------
Robert DellaCroce

* Trustee
_____________________________
David S. Schoedinger

* Trustee
_____________________________
William R. Wise

* Trustee
_____________________________
John M. Shary

*Executed on behalf of the indicated person by the undersigned, pursuant to
power of attorney filed herewith.

By:/s/ DAVID G. LEE
-------------------------------
David G. Lee, Attorney-in-fact

C-11
<PAGE>

EXHIBIT INDEX

(24) Powers of Attorney

<PAGE>

Exhibit 24
MONITOR FUNDS

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of The Monitor Funds (the "Trust"), a business trust organized under the
laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David
G. Lee, Kevin Robins, and Stephen G. Meyer, and each of them singly, his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, to sign for him and in his name, place and stead, and in the
capacity indicated below, to sign any or all amendments (including post-
effective amendments) to the Trust's Registration Statement on Form N-1A under
the provisions of the Investment Company Act of 1940 and the Securities Act of
1933, each such Act as amended, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
acting alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.

/s/ DAVID SCHOEDINGER DATE: 3-25-96
<PAGE>

MONITOR FUNDS

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.

/s/ WILLIAM R. WISE DATE: 3/29/96
<PAGE>

MONITOR FUNDS

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.

/s/ JOHN SHARY DATE: 4-1-96