PROFESSIONALLY MANAGED PORTFOLIOS, 497, 2000-08-08

PROFESSIONALLY MANAGED PORTFOLIOS
497, 2000-08-08

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DUNCAN-HURST
MUTUAL FUNDS

Prospectus
July 28, 2000

CLASS I SHARES

AGGRESSIVE GROWTH FUND

LARGE CAP GROWTH-20 FUND

TECHNOLOGY FUND

INTERNATIONAL GROWTH FUND

WWW.DUNCAN-HURST.COM
<PAGE>
DUNCAN-HURST MUTUAL FUNDS

CLASS I SHARES
FOR INSTITUTIONAL INVESTORS

AGGRESSIVE GROWTH FUND
LARGE CAP GROWTH-20 FUND
TECHNOLOGY FUND
INTERNATIONAL GROWTH FUND

PROSPECTUS
JULY 28, 2000

This prospectus contains important information about investment objectives,
strategies, and risks of the Duncan-Hurst family of mutual funds that you should
know before you invest in them. Please read it carefully and keep it on file for
future reference.

This Prospectus describes only the Funds' Class I shares. The Funds offer other
classes of shares to eligible investors.

DUNCAN-HURST MUTUAL FUNDS
P.O. BOX 219284
KANSAS CITY, MO 64121-9284
(800) 558-9105
WWW.DUNCAN-HURST.COM

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS

Mutual Fund Profile

Aggressive Growth Fund ................................................. 2
Large Cap Growth-20 Fund ............................................... 5
Technology Fund ........................................................ 8
International Growth Fund .............................................. 11

Who may want to invest with the funds ....................................... 14
Which Duncan-Hurst Fund is right for me ..................................... 14
Portfolio Turnover .......................................................... 15
Investment Adviser .......................................................... 16
Performance--Adviser's History .............................................. 16
Fund Expenses ............................................................... 19
Duncan-Hurst Web Site ....................................................... 19
Minimum Investments.......................................................... 19

Investing with Duncan-Hurst Funds

How to Buy Shares ...................................................... 20
How to Exchange Shares ................................................. 22
How to Sell Shares ..................................................... 23

Pricing of Fund Shares ...................................................... 26
Dividends, Capital Gains and Taxes........................................... 27
Multiple Class Information .................................................. 28
Financial Highlights ........................................................ 29
General Information ......................................................... 30

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DUNCAN-HURST
AGGRESSIVE GROWTH FUND

GOAL: LONG-TERM CAPITAL GROWTH

The Aggressive Growth Fund seeks long-term capital growth.

STRATEGY & PHILOSOPHY: MEDIUM-CAP GROWTH EQUITY

The Aggressive Growth Fund primarily invests in common stocks of
medium-capitalization domestic companies. The Fund generally defines
medium-capitalization companies as those that fall within the range of the
Russell Midcap Index ("Midcap Index"). Companies whose capitalization falls
outside this range after the Fund's initial purchase will continue to be
considered medium-cap companies. As of June 30, 2000, the Midcap Index included
companies with market capitalizations between approximately $1 billion and $26
billion. It is expected that the range of the Midcap Index will change on a
regular basis. The Fund may invest in smaller or larger issuers. The Fund may
invest up to 25% of its net assets in securities of foreign issuers that are not
publicly traded in the United States. The Fund may also invest in American
Depositary Receipts ("ADRs") and foreign securities traded on a national
securities market.

The Adviser's investment process identifies companies with accelerating earnings
growth, rising relative price strength, and positive company fundamentals. While
economic forecasting and industry/sector analysis play a part in the research
effort, the Adviser's stock selection process begins with individual company
analysis. This is often referred to as a bottom-up approach to investing. From a
group of companies that meet the Adviser's standards, the Adviser selects the
securities of those companies whose earnings are expected to grow at an
above-average rate over an extended period of time. In making this
determination, the Adviser considers certain characteristics of a particular
company. Among other factors, these include new product development, change in
management and competitive market dynamics.

RISKS TO CONSIDER: INVESTORS SHOULD EXPECT ABOVE-AVERAGE VOLATILITY

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2 DUNCAN-HURST AGGRESSIVE GROWTH FUND
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DUNCAN-HURST AGGRESSIVE
GROWTH FUND (CONTINUED)

you could lose money on your investment in the Fund. Return on an investment can
also be affected by changes in market conditions, fluctuations in interest
rates, and changes in market cycles. Market risk may affect a single issuer,
industry, sector of the economy or the market as a whole. There is also the risk
that a strategy used by the Adviser may fail to produce the intended result. The
Fund's investment approach could fall out of favor with the investing public,
which could result in lagging performance versus other types of stock funds.
Finally, investing in the securities of foreign companies is greater than the
risk of investing in domestic companies. Some of these risks include unfavorable
changes in currency exchange rates, economic and political instability, higher
transaction costs, greater possibility of not being able to sell securities on a
timely basis and less government supervision and regulation of securities
markets.

In particular, stocks of medium-cap companies tend to be more volatile than
those of large-cap companies because they can be subject to more abrupt or
erratic share price changes. Additionally, medium-size companies typically have
less analyst coverage than large-cap companies.

PERFORMANCE INFORMATION

Because the Fund has been in operation for less than a full calendar year, the
total return bar chart and performance table have not been included. Our web
site is available to view daily performance and historical performance returns.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Class I shares of the Fund.

SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum sales charge (load) imposed on purchases None
Maximum deferred sales charge (load) None
Redemption Fee (as a percentage of amount redeemed)* 2.00%

* THE REDEMPTION FEE APPLIES ONLY TO THOSE SHARES THAT YOU HAVE HELD FOR FOUR
MONTHS OR LESS. THE FEE IS PAYABLE TO THE FUND AND IS INTENDED TO BENEFIT
THE REMAINING SHAREHOLDERS BY REDUCING THE COSTS OF SHORT-TERM TRADING.

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DUNCAN-HURST AGGRESSIVE
GROWTH FUND (CONTINUED)

ANNUAL FUND OPERATING EXPENSES*
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

AGGRESSIVE GROWTH FUND
Management Fees 1.00%
Distribution and Services 12b-1 fees None
Other Expenses 1.13%
-----
Total Annual Fund Operating Expenses 2.13%
Fee Reduction and/or Expense Reimbursement (0.90%)
-----
NET EXPENSES 1.23%
=====

* OTHER EXPENSES ARE ESTIMATED FOR THE FIRST FISCAL YEAR OF THE FUND. THE
ADVISER HAS CONTRACTUALLY AGREED TO REDUCE ITS FEES AND/OR PAY EXPENSES OF
THE FUND FOR AN INDEFINITE PERIOD TO INSURE THAT TOTAL FUND OPERATING
EXPENSES WILL NOT EXCEED 1.23% FOR THE FUND. THE ADVISER RESERVES THE RIGHT
TO BE REIMBURSED FOR ANY WAIVER OF ITS FEES OR EXPENSES PAID ON BEHALF OF
THE FUND IF THE FUND'S EXPENSES ARE LESS THAN THE LIMIT AGREED TO BY THE
FUND. THE TRUSTEES MAY TERMINATE THIS EXPENSE REIMBURSEMENT ARRANGEMENT AT
ANY TIME.

EXAMPLE

This example is intended to help you compare the costs of investing in Class I
shares of the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year, that the dividends and
distributions are reinvested and that the Fund's operating expenses remain the
same. Although your actual costs may be higher or lower, under the assumptions,
your costs would be:

ONE THREE
YEAR YEARS
---- -----
Duncan-Hurst Aggressive Growth Fund $125 $390

PORTFOLIO MANAGER: WILLIAM H. "BEAU" DUNCAN, JR.

William H. "Beau" Duncan, Jr., Chairman, Chief Executive Officer and Chief
Investment Officer of the Adviser, is responsible for the day-today management
of the Aggressive Growth Fund's portfolio. Mr. Duncan has managed the small-cap
and medium-cap growth equity portfolios of the Adviser's private accounts since
founding the firm in 1990. Mr. Duncan has over twenty-five years of investment
experience.

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4 DUNCAN-HURST AGGRESSIVE GROWTH FUND
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DUNCAN-HURST
LARGE CAP GROWTH-20 FUND

GOAL: LONG-TERM CAPITAL GROWTH

The Large Cap Growth-20 Fund seeks long-term capital growth.

STRATEGY & PHILOSOPHY: CONCENTRATED LARGE-CAP GROWTH

The Large Cap Growth-20 Fund primarily invests in 20-30 common stocks of larger
capitalization domestic companies. Under normal market conditions, the Fund will
invest at least 75% of its total assets in common stocks of large-capitalization
domestic companies. The Fund generally defines larger-capitalization companies
as those having a market capitalization of more than $5 billion. However it is
anticipated that this definition may change from time to time, as dictated by
the market. The Fund may invest in smaller or larger capitalization issues. The
Fund is non-diversified, which means that it may make larger investments in
individual companies than a fund that is diversified. The Fund may invest up to
25% of its net assets in securities of foreign issuers that are not publicly
traded in the United States. The Fund may also invest in American Depositary
Receipts ("ADRs") and foreign securities traded on a national securities market.

RISKS TO CONSIDER: INVESTORS SHOULD EXPECT ABOVE-AVERAGE VOLATILITY

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DUNCAN-HURST LARGE CAP
GROWTH-20 FUND (CONTINUED)

The share price of the Duncan-Hurst Large Cap Growth-20 Fund, as a
non-diversified fund, may be more volatile than the share price of a diversified
fund.

PERFORMANCE INFORMATION

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Class I shares of the Fund.

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6 DUNCAN-HURST LARGE CAP GROWTH-20 FUND
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DUNCAN-HURST LARGE CAP
GROWTH-20 FUND (CONTINUED)

ANNUAL FUND OPERATING EXPENSES*
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

LARGE CAP GROWTH-20 FUND
Management Fees 1.00%
Distribution and Services 12b-1 fees None
Other Expenses 2.50%
-----
Total Annual Fund Operating Expenses 3.50%
Fee Reduction and/or Expense Reimbursement (2.27%)
-----
NET EXPENSES 1.23%
=====

EXAMPLE

ONE THREE
YEAR YEARS
---- -----
Duncan-Hurst Large Cap Growth-20 Fund $125 $390

PORTFOLIO MANAGER: DAVID C. MAGEE

David C. Magee, Vice President of the Adviser, is responsible for the day-to-day
management of the Large Cap Growth-20 Fund's portfolio. Mr. Magee has managed
the large-cap growth equity portfolios of the Adviser's private accounts since
December 1995. Mr. Magee joined the Adviser in January 1992 as the Senior
Analyst for the small-cap and medium-cap portfolios of the Adviser's private
accounts. Mr. Magee has over seventeen years of investment experience.

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DUNCAN-HURST TECHNOLOGY FUND

GOAL: LONG-TERM CAPITAL GROWTH

The Fund's investment goal is long-term capital growth.

STRATEGY AND PHILOSOPHY: SPECIALTY EQUITY FUND, TECHNOLOGY

While economic forecasting and industry analysis play a part in the research
effort, the Adviser's stock selection process begins with individual company
analysis. This is often referred to as a bottom-up approach to investing. From a
group of companies that meet the Adviser's standards, the Adviser selects the
securities of those companies whose earnings are expected to grow at an
above-average rate over an extended period of time. In making this
determination, the Adviser considers certain characteristics of a particular
company. Among other factors, these include new product development, management
change and competitive market dynamics.

RISKS TO CONSIDER: INVESTORS SHOULD EXPECT ABOVE-AVERAGE VOLATILITY

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8 DUNCAN-HURST TECHNOLOGY FUND
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DUNCAN-HURST
TECHNOLOGY FUND (CONTINUED)

rates, and changes in market cycles. Market risk may affect a single issuer,
industry, sector of the economy or the market as a whole. There is also the risk
that a strategy used by the Adviser may fail to produce the intended result. The
Fund's investment approach could fall out of favor with the investing public,
which could result in lagging performance versus other types of stock funds. The
stocks of small-cap companies tend to be more volatile than those of large-cap
companies because they can be subject to more abrupt or erratic share price
changes. Finally, investing in the securities of foreign companies is greater
than the risk of investing in domestic companies. Some of these risks include
unfavorable changes in currency exchange rates, economic and political
instability, higher transaction costs, greater possibility of not being able to
sell securities on a timely basis and less government supervision and regulation
of securities markets.

In particular, the Fund will be subject to more risk because of its
concentration of investments in a single sector and within certain segments of
the sector. For instance, investments in the health and biotechnology segments
can fluctuate dramatically due to changes in the regulatory or competitive
environments.

PERFORMANCE INFORMATION

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Class I shares of the Fund.

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DUNCAN-HURST TECHNOLOGY
FUND (CONTINUED)

ANNUAL FUND OPERATING EXPENSES*
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

TECHNOLOGY FUND
Management Fees 1.00%
Distribution and Services 12b-1 fees None
Other Expenses 4.04%
-----
Total Annual Fund Operating Expenses 5.04%
Fee Reduction and/or Expense Reimbursement (3.81%)
-----
NET EXPENSES 1.23%
=====

EXAMPLE

ONE THREE
YEAR YEARS
---- -----
Duncan-Hurst Technology Fund $125 $390

PORTFOLIO MANAGER: WILLIAM H. "BEAU" DUNCAN, JR.

William H. "Beau" Duncan, Jr., Chairman, Chief Executive Officer and Chief
Investment Officer of the Adviser, is responsible for the day-today management
of the Technology Fund's portfolio. Mr. Duncan has managed the small-cap and
medium-cap growth equity portfolios of the Adviser's private accounts since
founding the firm in 1990. Mr. Duncan has over twenty-five years of investment
experience.

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10 DUNCAN-HURST TECHNOLOGY FUND
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DUNCAN-HURST
INTERNATIONAL GROWTH FUND

GOAL: LONG-TERM CAPITAL GROWTH

The Fund's investment goal is long-term capital growth.

STRATEGY AND PHILOSOPHY: INTERNATIONAL GROWTH EQUITY

The Fund invests in a diversified portfolio of equity securities of companies
primarily located in developed foreign markets. Under normal market conditions,
the Fund will invest in equity securities of companies in typically fifteen to
twenty-five countries outside of the U.S. The Fund will invest in companies of
any size, from larger, well-established companies to smaller, emerging growth
companies. The Fund may also invest in companies in lesser-developed countries
("emerging markets"), American Depositary Receipts ("ADRs") and securities of
foreign companies traded on a U.S. securities market.

The Adviser's investment process identifies companies meeting our investment
criteria in the top performing foreign countries. The Adviser conducts
individual company analysis on a group of companies that meet the Adviser's
standards. It identifies companies experiencing accelerating earnings, rising
relative price strength and positive company fundamentals. A top-down analysis
is conducted to identify the most attractive countries for investment in the
countries with rising country relative price strength and sustainable economic
momentum. The resulting portfolio is invested in companies with above average
earnings in countries with rising country price strength.

RISKS TO CONSIDER: INVESTORS SHOULD EXPECT ABOVE-AVERAGE VOLATILITY

All investments, including those in mutual funds, have risks. Over the
long-term, the return on an investment will fluctuate in response to stock
market movements. In the short-term, stock prices may fluctuate widely in
response to company, economic, or market news. As a result, there is a risk that
you could lose money on your investment in the Fund. Return on an investment can
also be affected by changes in market conditions, fluctuations in interest
rates, and changes in market cycles. Market risk may affect a single issuer,
industry, sector of the economy or the market as a whole. There is also the risk
that a strategy used by the Adviser may fail to produce the intended result. The

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DUNCAN-HURST INTERNATIONAL
GROWTH FUND (CONTINUED)

Fund's investment approach could fall out of favor with the investing public,
which could result in lagging performance versus other types of stock funds.

The risk of investing in the securities of foreign companies is greater than the
risk of investing in domestic companies. These risks include unfavorable changes
in currency exchange rates, economic and political instability, less publicly
available information, less strict auditing and financial reporting
requirements, less governmental supervision and regulation of securities
markets, higher transaction costs, and less liquidity. These risks are more
pronounced in the securities of smaller, emerging growth companies.

PERFORMANCE INFORMATION

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Class I shares of the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum sales charge (load) imposed on purchases None
Maximum deferred sales charge (load) None
Redemption Fee (as a percentage of amount redeemed)* 2.00%

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12 DUNCAN-HURST INTERNATIONAL GROWTH FUND
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DUNCAN-HURST INTERNATIONAL
GROWTH FUND (CONTINUED)

ANNUAL FUND OPERATING EXPENSES* (Expenses that are deducted
from Fund assets)

INTERNATIONAL GROWTH FUND
Management Fees 1.25%
Distribution and Services 12b-1 fees None
Other Expenses 1.10%
-----
Total Annual Fund Operating Expenses 2.35%
Fee Reduction and/or Expense Reimbursement (0.87%)
-----
NET EXPENSES 1.48%
=====

* THE ADVISER HAS CONTRACTUALLY AGREED TO REDUCE ITS FEES AND/OR PAY EXPENSES
OF THE FUND FOR AN INDEFINITE PERIOD TO INSURE THAT TOTAL FUND OPERATING
EXPENSES WILL NOT EXCEED 1.48% FOR THE FUND. THE ADVISER RESERVES THE RIGHT
TO BE REIMBURSED FOR ANY WAIVER OF ITS FEES OR EXPENSES PAID ON BEHALF OF
THE FUND IF THE FUND'S EXPENSES ARE LESS THAN THE LIMIT AGREED TO BY THE
FUND. THE TRUSTEES MAY TERMINATE THIS EXPENSE REIMBURSEMENT ARRANGEMENT AT
ANY TIME.

EXAMPLE

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
Duncan-Hurst International Growth Fund $151 $468 $808 $1,768

PORTFOLIO MANAGER: VINCENT WILLYARD, CFA

Vincent Willyard, CFA, Vice President of the Adviser, is responsible for the
day-to-day management of the Fund's portfolio. Mr. Willyard has managed the
international portfolio of the Adviser's private accounts since its inception in
1998. Mr. Willyard joined the Adviser in 1994 and has six years of investment
experience.

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WHO MAY WANT TO INVEST WITH THE FUNDS

The Funds may be appropriate for investors who:

* Are pursuing a long-term goal such as retirement.

* Want to add an investment with growth potential to diversify their
investment portfolio.

* Are willing to accept higher short-term risk along with higher
potential for long-term growth of capital.

The Funds may not be appropriate for investors who:

* Need regular income or stability of principal.

* Are pursuing a short-term goal or investing emergency reserves.

WHICH DUNCAN-HURST FUND IS RIGHT FOR ME

DUNCAN-HURST AGGRESSIVE GROWTH FUND

The Aggressive Growth Fund invests primarily in medium-cap companies. Medium-cap
companies can exhibit attractive investment characteristics. These companies are
usually small enough to have more potential growth than the general U.S.
economy, are mature enough to have established management and products, and are
large enough to have liquid trading markets.

DUNCAN-HURST LARGE CAP GROWTH-20 FUND

The Large Cap Growth-20 Fund is a concentrated portfolio that invests in what we
believe to be the greatest opportunities for growth in the large-cap segment of
the market. Large-cap companies are generally companies with established
management and are deemed less risky.

DUNCAN-HURST TECHNOLOGY FUND

The Technology Fund is a fund that invests in a combination of companies in
technology, communications, and health sciences. A concentration of these
investments may offer greater opportunities for growth of capital than
investments in other industries.

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WHO MAY WANT TO INVEST WITH THE FUNDS
14 ...WHICH DUNCAN-HURST FUND IS RIGHT FOR ME
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WHICH DUNCAN-HURST FUND IS
RIGHT FOR ME (CONTINUED)

DUNCAN-HURST INTERNATIONAL GROWTH FUND

The International Growth Fund is a fund that invests in non-U.S. companies of
all market cap ranges. International investing allows you to achieve greater
diversification and to take advantage of changes in foreign economies and market
conditions. It can also offer opportunities that are not available domestically.
At times, many foreign economies have grown faster than the U.S. economy, and
the returns on the investments in these countries have been higher than those of
similar U.S. investments, although there are no assurances that these conditions
will persist in the future.

PORTFOLIO TURNOVER

While the Funds generally intend to purchase securities for long-term investment
rather than short-term gains, each Fund may engage in frequent trading of
securities. The portfolio managers may sell a stock when the company's earnings
are expected to grow at below-average rates or there has been a change in
company fundamentals. Short-term transactions may result from liquidity needs or
by reason of economic or other developments not foreseen at the time of the
investment decision. The portfolio managers will make purchase and sell
decisions when it is believed to be appropriate.

Each Fund anticipates that its portfolio turnover rate will typically exceed
150%. A high portfolio turnover rate (100% or more) has the potential to result
in the realization and distribution to shareholders of higher capital gains.
This may mean that you would be likely to have a higher tax liability. A high
portfolio turnover rate also leads to higher transaction costs, which could
negatively affect a Fund's performance.

Under normal market conditions, each Fund will stay fully invested in stocks.
However, under very unusual circumstances, a Fund may temporarily depart from
its principal investment strategies by making short-term investments in cash
equivalents in response to adverse market, economic or political conditions.
This may result in the Fund not achieving its investment objective.

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INVESTMENT ADVISER

Duncan-Hurst Capital Management Inc., 4365 Executive Drive, Suite 1520, San
Diego, CA 92121, is the investment adviser to the Funds. The firm was founded by
William H. "Beau" Duncan, Jr. in 1990. The investment adviser currently manages
over $4.0 billion in a variety of growth equity strategies for institutional and
individual investors. All portfolio strategies adhere to an investment
philosophy that has been consistently applied through many different
environments over the past decade. As the investment adviser, Duncan-Hurst
Capital Management provides advice on buying and selling securities, furnishes
the Funds with office space, and provides certain administrative services and
personnel needs. For its services, each Fund pays the investment adviser a
monthly management fee based upon its average daily net assets. The Aggressive
Growth Fund, the Large Cap Growth-20 Fund, and the Technology Fund pay an
advisory fee at the annual rate of 1.00%. The International Growth Fund pays an
advisory fee at the annual rate of 1.25%.

PERFORMANCE -- ADVISER'S HISTORY

The investment results presented are for composites of all accounts managed by
the Adviser with substantially similar investment objectives, policies and
strategies to the Funds.

These composites are unaudited and are not intended to predict or suggest the
returns that might be expected for the Funds. You should note that the Funds
will compute and disclose average annual return using the standard formula set
forth in Securities and Exchange Commission rules, which differ in certain
respects from the methodology used below to calculate the Adviser's performance.

The accounts included in the composites are not mutual funds and are not subject
to the same rules and regulations (for example, liquidity requirements and
restrictions on transactions with affiliates) as the Funds or to the same types
of expenses that the Funds will pay. These differences might adversely affect
the performance figures shown below.

The figures shown represent the performance of the accounts included in the
composites. The figures are net of management fees but do not reflect other
expenses paid by the accounts included in the composites. The figures include
income, reinvestment of capital gains and reflect brokerage commissions.
However, these fees and expenses are generally lower than the fees and expenses
expected to be paid by the Funds. Higher fees and expenses would have resulted

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INVESTMENT ADVISER
16 ...PERFORMANCE -- ADVISER'S HISTORY
<PAGE>
PERFORMANCE -- ADVISER'S HISTORY
(CONTINUED)

in lower composite performance figures. The Indices are not managed and do not
pay any fees or expenses. These figures do not predict future performance of the
Funds.

DUNCAN-HURST MEDIUM-CAP GROWTH EQUITY

Duncan-Hurst Medium-Cap Growth Equity performance is the equal-weighted
composite results of all accounts, excluding two accounts with significant
client-directed restrictions, managed by William H. Duncan, Jr. Mr. Duncan has
served as the portfolio manager to the Medium-Cap Growth Equity portfolio since
its inception on September 30, 1991. The Duncan-Hurst Aggressive Growth Fund
will be managed using a similar investment strategy.

AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2000

9/30/91 -
1 YEAR 3 YEARS 5 YEARS 7 YEARS 6/30/00
----- ----- ----- ----- -----
DUNCAN-HURST MEDIUM-CAP
GROWTH EQUITY 70.10% 48.60% 38.20% 29.95% 29.69%
Russell Midcap Growth Index (1) 48.59% 30.40% 26.37% 22.58% 20.49%

(1) THE RUSSELL MIDCAP GROWTH INDEX IS AN UNMANAGED INDEX GENERALLY
REPRESENTATIVE OF THE MARKET FOR U.S. MID-CAP GROWTH STOCKS.

DUNCAN-HURST LARGE-CAP GROWTH EQUITY

Duncan-Hurst Large-Cap Growth Equity performance history is the equal-weighted
composite results of all accounts managed by David C. Magee. Mr. Magee has
served as the portfolio manager to the Large-Cap Growth Equity portfolio since
its inception on December 31, 1995. The Duncan-Hurst Large Cap Growth-20 Fund
will be managed using a similar investment strategy.

AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2000

12/31/95 -
1 YEAR 3 YEARS 6/30/00
------ ------- -------
DUNCAN-HURST LARGE-CAP
GROWTH EQUITY 62.15% 52.72% 40.73%
Russell 1000 Growth Index (1) 25.65% 28.07% 28.50%

(1) THE RUSSELL 1000 GROWTH INDEX IS AN UNMANAGED INDEX GENERALLY
REPRESENTATIVE OF THE MARKET FOR U.S. LARGE-CAP GROWTH STOCKS.

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PERFORMANCE -- ADVISER'S HISTORY
(CONTINUED)

DUNCAN-HURST TECHNOLOGY

Duncan-Hurst Technology performance history is the equal-weighted composite
results of all accounts managed by William H. "Beau" Duncan, Jr. Mr. Duncan has
served as the portfolio manager to the Technology portfolio since its inception
on June 30, 1999. The Duncan-Hurst Technology Fund will be managed using a
similar investment strategy.

CUMULATIVE TOTAL RETURN THROUGH JUNE 30, 2000

6/30/99 -
6/30/00
-------
DUNCAN-HURST TECHNOLOGY 155.32%
PSE Technology Index (1) 83.60%

(1) THE PACIFIC STOCK EXCHANGE ("PSE") INDEX IS A PRICE-WEIGHTED, BROAD-BASED
INDEX COMPRISED OF 100 LISTED AND OVER-THE-COUNTER STOCKS FROM DIFFERENT
INDUSTRIES SUCH AS COMPUTER HARDWARE, SOFTWARE DEVELOPMENT, SEMICONDUCTORS,
NETWORKING, COMMUNICATIONS, DATA STORAGE, AND PROCESSING. THE PSE
TECHNOLOGY INDEX IS UNMANAGED AND RETURNS INCLUDE REINVESTED DIVIDENDS.

DUNCAN-HURST INTERNATIONAL
GROWTH EQUITY

Duncan-Hurst International Growth Equity performance history is the
equal-weighted composite results of all accounts managed by Vincent Willyard,
CFA. Mr. Willyard has served as the portfolio manager to the International
Equity portfolio since its inception on March 31, 1998. The Duncan-Hurst
International Growth Fund will be managed using a similar investment strategy.

AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2000

3/31/98 -
1 YEAR 2 YEARS 6/30/00
------ ------- -------
DUNCAN-HURST INTERNATIONAL GROWTH EQUITY 94.96% 60.46% 57.49%
MSCI EAFE Index (1) 17.18% 12.29% 11.37%

(1) THE MORGAN STANLEY CAPITAL INTERNATIONAL, INC. (MSCI) EAFE INDEX IS A BROAD
MARKET INDEX OF SELECTED COMPANIES IN 21 DEVELOPED COUNTRIES. THE MSCI EAFE
INDEX IS AN UNMANAGED INDEX AND RETURNS INCLUDE REINVESTED DIVIDENDS.

--------------------------------------------------------------------------------
18 PERFORMANCE -- ADVISER'S HISTORY
<PAGE>
FUND EXPENSES

Each Duncan-Hurst Fund is 100% no-load. Each Fund is responsible for its own
operating expenses. The Adviser has contractually agreed to reduce its fees
and/or pay expenses of each Fund to ensure that the Fund's aggregate annual
operating expenses (excluding interest and tax expenses) will not exceed the
limits set forth in the Expense Table. Any reduction in advisory fees or payment
of expenses made by the Adviser is subject to reimbursement by the Fund if
requested by the Adviser in subsequent fiscal years. Under the Expense
Limitation Agreement, the Adviser may recoup reimbursements made in a Fund's
first fiscal year in any of the five succeeding fiscal years, reimbursements
made in a Fund's second fiscal year in any of the four succeeding fiscal years
and any reimbursement in years subsequent to fiscal year two, over the
subsequent three fiscal years after the reimbursement is made. Any such
reimbursement will be reviewed by the Trustees. Each Fund must pay its current
ordinary operating expenses before the Adviser is entitled to any reimbursement
of fees and/or expenses.

DUNCAN-HURST WEB SITE

Duncan-Hurst maintains a web site at WWW.DUNCAN-HURST.COM. From the web site,
you can view your account and transactions. Our web site is designed to provide
you with information on the Funds such as the daily NAV, performance,
characteristics, and top ten holdings. You can download an application and a
prospectus. The web site is also a source of more information about the Funds
and the Adviser. In the near future, we hope to design a more integrated web
site that will allow you to complete online transactions. Please e-mail any
comments or questions to [email protected].

MINIMUM INVESTMENTS

Class I shares are offered primarily for direct investment by investors such as
pension and profit-sharing plans, employee benefit trusts, endowments,
foundations, and corporations. You may open a Class I Fund account with $1
million and add to your account at any time with $100,000 or more. The Fund also
offers Class R shares. You may open a Class R Fund account with $2,500 and add
to your account at any time with $100 or more. The Fund may waive the minimum
investment requirements from time to time.

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For more information: 1-800-558-9105 or www.duncan-hurst.com 19
<PAGE>
HOW TO BUY SHARES

There are several ways to purchase shares of the Funds. If you have questions
about how to invest or about how to complete the Application Form, please call
an account representative at (800) 558-9105. PLEASE MAKE SURE TO SPECIFY THAT
YOU ARE PURCHASING CLASS I SHARES WHEN YOU PLACE YOUR PURCHASE ORDER. To open an
account by wire, call (800) 558-9105 for instructions. After your account is
open, you may add to it at any time. The Funds reserve the right to reject any
purchase order.

BY MAIL

An account may be opened by sending your completed Application Form and check
made out to "Duncan-Hurst [Fund Name] Fund" for the investment amount. All
purchases by check should be in U.S. dollars. Third party checks and cash will
not be accepted. If you wish to send your Application Form and check via an
overnight delivery service (such as FedEx), delivery cannot be made to a post
office box. Please send completed application and check to:

FOR REGULAR MAIL DELIVERY:

DUNCAN-HURST MUTUAL FUNDS
C/O NATIONAL FINANCIAL DATA SERVICES, INC.
P.O. BOX 219284
KANSAS CITY, MO 64121-9284

FOR OVERNIGHT DELIVERY:

DUNCAN-HURST MUTUAL FUNDS
C/O NATIONAL FINANCIAL DATA SERVICES, INC.
330 WEST 9TH STREET
KANSAS CITY, MO 64105

BY WIRE TRANSFER

To complete a wire transfer, the first thing you must do is establish an account
number. Fax the completed application to (816) 843-8860. Then call (800)
558-9105 between 9:00 a.m. and 4:00 p.m., Eastern time, on a day when the New
York Stock Exchange ("NYSE") is open for trading, to obtain an account number
from a Duncan-Hurst representative. IT IS IMPORTANT TO CALL AND RECEIVE THIS
ACCOUNT NUMBER, BECAUSE IF YOUR WIRE IS SENT WITHOUT IT OR WITHOUT THE NAME OF
THE FUND, THERE MAY BE A DELAY IN INVESTING THE MONEY YOU WIRE. You should then
ask your bank to wire money to:

--------------------------------------------------------------------------------
20 HOW TO BUY SHARES
<PAGE>
HOW TO BUY SHARES
(CONTINUED)

INVESTORS FIDUCIARY TRUST COMPANY
ABA ROUTING NUMBER: 101003621
FOR CREDIT TO DUNCAN-HURST [FUND NAME] FUND
DDA #7561040 (SAME NUMBER FOR ALL OF THE FUNDS)
FOR FURTHER CREDIT TO [SHAREHOLDER NAME AND ACCOUNT NUMBER]

The original, completed application must also be sent to Duncan-Hurst Funds, c/o
National Financial Data Services, Inc., P.O. Box 219284, Kansas City, MO
64121-9284. Your bank may charge you a fee for sending a wire to the Funds.

ONLINE ACCESS

Applications and prospectuses are available online at WWW.DUNCAN-HURST.COM. For
additional information, please call (800) 558-9105.

BY PAYMENT IN KIND

In certain situations, Fund shares may be purchased by tendering payment in kind
in the form of shares of stock, bonds or other securities. Any securities used
to buy Fund shares must be readily marketable, their acquisition must be
consistent with the Fund's objective and otherwise acceptable to the Adviser.
For further information, call the Funds at (800) 558-9105.

PURCHASES THROUGH FINANCIAL SERVICE AGENTS

You may purchase shares of the Funds through certain Financial Service Agents,
broker-dealers, banks or other intermediaries. These intermediaries may charge
for their services. If you are investing through a Financial Service Agent,
please refer to their program materials for any additional special provisions or
conditions that may be different from those described in this Prospectus.
Financial Service Agents have the responsibility of transmitting purchase orders
and funds, and of crediting their customers' accounts following redemptions, in
a timely manner in accordance with their customer agreements and this

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<PAGE>
HOW TO BUY SHARES
(CONTINUED)

Prospectus. If you place an order for Fund shares through a Financial Service
Agent, in accordance with such Financial Service Agent's procedures and such
Financial Service Agent then transmits your order to the Transfer Agent before
the closing of trading on the NYSE on that day, then your purchase will be
processed at the net asset value calculated at the close of trading on the NYSE
on that day. The Financial Service Agent must promise to send to the Transfer
Agent immediately available funds in the amount of the purchase price in
accordance with the Transfer Agent's procedures. If payment is not received
within the time specified, the Transfer Agent may rescind the transaction and
the Financial Service Agent will be held liable for any resulting fees or
losses. If purchasing through a Financial Service Agent, some share classes may
not be available for investors.

HOW TO EXCHANGE SHARES

You may exchange your shares between the Duncan-Hurst Funds on any day the NYSE
and the Funds are open for business. EXCHANGES MAY ONLY BE MADE BETWEEN FUNDS OF
THE SAME CLASS. An exchange transaction is a sale and a purchase of shares for
federal income tax purposes and may result in a capital gain or loss.

Excessive exchanges can disrupt management of the Funds and raise their
expenses. The Funds have established a policy that limits excessive exchanges.
You are permitted to make four exchanges during any one twelve-month period. The
Funds reserve the right to reject any exchange order. The Funds may modify the
exchange privilege by giving 60 days written notice to its shareholders.

BY MAIL

You may exchange your shares by simply sending a written request to the Funds'
Transfer Agent. You should give your account number and the number of shares or
dollar amount to be exchanged. The letter should be signed by all of the
shareholders whose names appear in the account registration. You should send
your exchange request to:

DUNCAN-HURST [FUND NAME] FUND
C/O NATIONAL FINANCIAL DATA SERVICES, INC.
P.O. BOX 219284
KANSAS CITY, MO 64121-9284

--------------------------------------------------------------------------------
HOW TO BUY SHARES
22 ...HOW TO EXCHANGE SHARES
<PAGE>
HOW TO EXCHANGE SHARES
(CONTINUED)

BY TELEPHONE

If your account has telephone privileges, you may also exchange Fund shares by
calling the Transfer Agent at (800) 558-9105 between the hours of 9:00 a.m. and
4:00 p.m. Eastern time. If you are exchanging shares by telephone, you will be
subject to certain identification procedures which are listed below under "How
to Sell Shares."

HOW TO SELL SHARES

You may sell (redeem) your Fund shares on any day the NYSE and the Funds are
open for business either directly to the Fund or through your investment
representative. The Funds are intended for long-term investors. Short-term
"market-timers" who engage in frequent purchases and redemptions can disrupt the
Funds' investment programs and create additional transactions costs that are
borne by all shareholders of that Fund. For this reason, the Funds will assess a
2.00% fee on redemptions of Fund shares purchased and held for less than four
months. This fee is paid to the Funds to help offset transaction costs and
administrative expenses.

BY MAIL

You may redeem your shares by simply sending a written request to the Funds. You
should state the name of the Fund, share class, account name and number, amount
of redemption and where to send the proceeds. The letter should be signed by all
of the shareholders whose names appear on the account registration. You should
send your redemption request to:

DUNCAN-HURST [FUND NAME] FUND
C/O NATIONAL FINANCIAL DATA SERVICES, INC.
P.O. BOX 219284
KANSAS CITY, MO 64121-9284

BY TELEPHONE

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<PAGE>
HOW TO SELL SHARES
(CONTINUED)

If you request, redemption proceeds will be wired on the next business day to
the bank account you designated on the Application Form. The minimum amount that
may be wired is $1,000. If you sell shares worth more than $25,000, the proceeds
will be wired to your bank account. Wire charges, if any, will be deducted from
your redemption proceeds. Telephone redemptions cannot be made if you notify the
Transfer Agent of a change of address within 30 days before the redemption
request. You may not use the telephone redemption for retirement plan accounts.
When you establish telephone privileges, you are authorizing the Funds and its
Transfer Agent to act upon the telephone instructions of the person or persons
you have designated in your Application Form. Such persons may request that the
shares in your account be either exchanged or redeemed. Redemption proceeds will
be transferred to the bank account you have designated on your Application Form.
Before executing an instruction received by telephone, the Funds and the
Transfer Agent will use reasonable procedures to confirm that the telephone
instructions are genuine. These procedures may include recording the telephone
call and asking the caller for a form of personal identification. If the Funds
and the Transfer Agent follow these reasonable procedures, they will not be
liable for any loss, expense, or cost arising out of any telephone redemption or
exchange request that is reasonably believed to be genuine. This includes any
fraudulent or unauthorized request. The Funds may change, modify, or terminate
these privileges at any time upon at least 60 days notice to shareholders.

After your account is opened, you may request telephone redemption privileges by
calling (800) 558-9105 for instructions. You may have difficulties in making a
telephone redemption or exchange during periods of abnormal market activity. If
this occurs, you may make your redemption or exchange request in writing.

AUTOMATIC WITHDRAWAL PLAN

You may also make regular withdrawals on an automatic basis. Call (800) 558-9105
for instructions.

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24 HOW TO SELL SHARES
<PAGE>
HOW TO SELL SHARES
(CONTINUED)

Class I shareholders who elect to use this service must maintain a minimum
balance of $1 million in order to participate in the Automatic Withdrawal Plan.

REDEMPTIONS IN KIND

The Funds generally will pay sale proceeds in cash. However, in certain
situations that make the payment of cash imprudent (to protect the Funds'
remaining shareholders) the Funds have the right to pay all or a portion of your
redemption proceeds in securities with a market value equal to the redemption
price. In the unlikely circumstance your shares were redeemed in kind, you would
be responsible to pay brokerage costs to sell the securities distributed to you,
as well as taxes on any capital gains from the sale as with any redemption.

GENERAL

To protect the Funds and their shareholders, a signature guarantee is required
for all written redemption requests over $100,000. Signature(s) on the
redemption request must be guaranteed by an "eligible guarantor institution."
These include banks, broker-dealers, credit unions and savings institutions. A
broker-dealer guaranteeing signatures must be a member of a clearing corporation
or maintain net capital of at least $100,000. Credit unions must be authorized
to issue signature guarantees. Signature guarantees will be accepted from any
eligible guarantor institution which participates in a signature guarantee
program. A notary public is not an acceptable guarantor.

Payment of your redemption proceeds will be made promptly, but not later than
seven days after the receipt of your written request in proper form as discussed
in this Prospectus. If you did not purchase your shares with a certified check,
the Funds may delay payment of your redemption proceeds for up to 15 days from
purchase or until your check has cleared, whichever occurs first. Additionally,
you may not redeem shares by telephone until 15 calendar days after the purchase
date of the shares. If you purchased your shares through the Automated Clearing
House (ACH), the Funds may delay payment of your redemption proceeds for up to
15 days from purchase or until your check clears, whichever occurs first.

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<PAGE>
PRICING OF FUND SHARES

The price of a Fund's shares is based on the Fund's net asset value, or NAV. The
net asset value of each Fund's shares is calculated as of the close of regular
trading on the NYSE. This is normally 4:00 p.m., Eastern time. Fund shares will
not be priced on days that the NYSE is closed for trading (including certain
U.S. holidays). This is done by adding up the total value of the Fund's assets,
subtracting any of its liabilities, and then dividing by the number of shares
outstanding. A Fund's assets are the market value of securities held in its
portfolio, plus any cash and other assets. A Fund's liabilities are fees and
expenses owed by the Fund. The number of Fund shares outstanding is the amount
of shares which have been issued to shareholders. The price you will pay to buy
Fund shares or the amount you will receive when you sell your Fund shares is
based on the net asset value next calculated after your order is received and
accepted.

NET ASSET VALUE = TOTAL ASSETS LESS LIABILITIES
-----------------------------
NUMBER OF SHARES OUTSTANDING

The daily net asset value is useful to you as a shareholder because it indicates
the current value of your investment. The Fund's NAV, multiplied by the number
of shares that you own, will give you a dollar value of your investment in the
Fund on that day.

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26 PRICING OF FUND SHARES
<PAGE>
DIVIDENDS, CAPITAL GAINS AND TAXES

Each Fund will make annual distributions of dividends and capital gains, if any,
usually after the end of its fiscal year. Because of its investment strategies,
each Fund expects that its distributions will primarily consist of capital
gains.

You can choose from three distribution options: (1) reinvest all distributions
in additional Fund shares; (2) receive distributions from net investment income
in cash or by ACH to a pre-established bank account while reinvesting capital
gain distributions in additional Fund shares; or (3) receive all distributions
in cash or by ACH. Call (800) 558-9105 for wire instructions. If you wish to
change your distribution option, write to National Financial Data Services, Inc.
before payment of the distribution. If you do not select an option when you open
your account, all distributions will be reinvested in Fund shares. You will
receive a statement confirming reinvestment of distributions in additional Fund
shares promptly following the quarter in which the reinvestment occurs. If a
check representing a Fund distribution is not cashed within a specified period,
the Transfer Agent will notify you that you have the option of requesting
another check or reinvesting the distribution in the Fund. If the Transfer Agent
does not receive your election, the distribution will be reinvested in the Fund.

Each Fund intends to make distributions of dividends and capital gains.
Dividends are taxable to you as ordinary income. The rate you pay on capital
gain distributions will depend on how long the Fund held the securities that
generated the gains, not on how long you owned your Fund shares. You will be
taxed in the same manner whether you receive your dividends and capital gain
distributions in cash or reinvest them in additional Fund shares.

If you exchange or sell your Fund shares, it is considered a taxable event for
you. Depending on the purchase price and the sale price of the shares you
exchange or sell, you may have a gain or a loss on the transaction. You are
responsible for any tax liabilities generated by your transaction.

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<PAGE>
MULTIPLE CLASS INFORMATION

The Fund offers two classes of shares-the Institutional Class ("Class I") and
the Retail Class ("Class R"). While each class invests in the same portfolio of
securities, the classes have separate expense structures and shareholder
privileges. The difference in the fee structures among the classes is the result
of their separate arrangements for shareholder and distribution services and not
the result of any difference in amounts charged by the Adviser for investment
advisory services. Accordingly, the core investment advisory expenses do not
vary by class. Before considering an investment in Class R shares, please obtain
and read a copy of the Prospectus for Class R shares.

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28 MULTIPLE CLASS INFORMATION
<PAGE>
FINANCIAL HIGHLIGHTS

This table shows each Fund's financial performance for the periods shown for its
Class I shares. Certain information reflects financial results for a single Fund
share. "Total return" shows how much your investment in a Fund would have
increased or decreased during the period shown, assuming you had reinvested all
dividends and distributions. This information has been audited by Tait, Weller &
Baker, independent accountants. Their report and the Funds' financial statements
are included in the Annual Report, which is available upon request. Financial
highlights are not shown for Class I shares of the Large Cap Growth-20 Fund
because those shares were not offered for sale until June 7, 2000.

CLASS I AGGRESSIVE INTERNATIONAL TECHNOLOGY
GROWTH FUND GROWTH FUND FUND
10/19/99+ 6/30/99+ 3/30/00+
-3/31/00 -3/31/00 -3/31/00
------- ------- -------
Net asset value,
beginning of the period $ 11.53 $ 10.00 $ 26.38

INCOME FROM
INVESTMENT OPERATIONS

Net investment loss (0.07) (0.13) (0.00)++
Net realized & unrealized gain (loss)
on investments 11.00 11.51 (0.49)
Total from investment operations 10.93 11.38 (0.49)
Net asset value, end of period $ 22.46 $ 21.38 $ 25.89
Total Return 94.80%** 113.80%** (1.86%)**

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (millions) $ 25.3 $ 39.0 $ 2.2

RATIO OF EXPENSES TO AVERAGE NET ASSETS

Before fees waived & expenses absorbed 2.52%* 2.33%* 6.23%*
After fees waived & expense absorbed 1.25%* 1.48%* 1.23%*

RATIO OF NET INVESTMENT LOSS
TO AVERAGE NET ASSETS:

Before fees waived & expenses absorbed (2.30%)* (2.02%)* (5.93%)*
After fees waived & expense absorbed (1.03%)* (1.17%)* (0.93%)*
Portfolio turnover rate 239.99%** 161.42%** 97.84%**

+ COMMENCEMENT OF OPERATIONS
++ ACCOUNT REPRESENTS LESS THAN $0.01 PER SHARE
* ANNUALIZED
** NOT ANNUALIZED

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<PAGE>
GENERAL INFORMATION

For more detail on the Funds, you may request the Statement of Additional
Information (SAI), which is incorporated by reference into this Prospectus. You
can also find more information about the Funds' investments in its annual and
semi-annual reports to sAereholders. These documents discuss market conditions
and investment strategies that significantly affected the performance of the
Funds during their most recent fiscal period.

For a free copy of reports and the SAI, to request other information and to
discuss your questions about the Funds, contact the Funds at:

NATIONAL FINANCIAL DATA SERVICES, INC.
P.O. BOX 219284
KANSAS CITY, MO 64121-9284
TELEPHONE: (800) 558-9105

You can review and copy information including the Funds' reports and SAI at the
Public Reference Room of the Securities and Exchange Commission in Washington,
D.C. You can obtain information on the operation of the Public Reference Room by
calling 1-202-942-8090. Reports and other information about the Funds are also
available:

* Free of charge from the Commission's EDGAR database on the Commission's
Internet web site at http://www.sec.gov, or

* For a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549-0102, or

* For a fee, by electronic request at the following e-mail address:
[email protected]

(The Trust's SEC Investment Company Act file number is 811-05037)

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30 GENERAL INFORMATION
<PAGE>
DUNCAN-HURST MUTUAL FUNDS

ADVISER

DUNCAN-HURST CAPITAL MANAGEMENT INC.
4365 EXECUTIVE DRIVE, SUITE 1520
SAN DIEGO, CA 92121

DISTRIBUTOR

FIRST FUND DISTRIBUTORS, INC.
4455 E. CAMELBACK ROAD, SUITE 261E
PHOENIX, AZ 85018

CUSTODIAN

UMB BANK, N.A.
928 GRAND BOULEVARD
KANSAS CITY, MO 64106

TRANSFER AGENT

NATIONAL FINANCIAL DATA SERVICES, INC.
P.O. BOX 219284
KANSAS CITY, MO 64121-9284

AUDITORS

TAIT, WELLER, & BAKER
8 PENN CENTER PLAZA, SUITE 800
PHILADELPHIA, PA 19103

LEGAL COUNSEL

PAUL, HASTINGS, JANOFSKY & WALKER LLP
345 CALIFORNIA STREET
SAN FRANCISCO, CA 94104

<PAGE>
DUNCAN-HURST
MUTUAL FUNDS

Prospectus
July 28, 2000

CLASS R SHARES

AGGRESSIVE GROWTH FUND

LARGE CAP GROWTH-20 FUND

TECHNOLOGY FUND

INTERNATIONAL GROWTH FUND

WWW.DUNCAN-HURST.COM
<PAGE>
DUNCAN-HURST MUTUAL FUNDS

CLASS R SHARES
FOR RETAIL INVESTORS

AGGRESSIVE GROWTH FUND
LARGE CAP GROWTH-20 FUND
TECHNOLOGY FUND
INTERNATIONAL GROWTH FUND

PROSPECTUS
JULY 28, 2000

This Prospectus contains important information about investment objectives,
strategies, and risks of the Duncan-Hurst family of mutual funds that you should
know before you invest in them. Please read it carefully and keep it on file for
future reference.

This Prospectus describes only the Funds' Class R shares. The Funds offer other
classes of shares to eligible investors.

DUNCAN-HURST MUTUAL FUNDS
P.O. BOX 219284
KANSAS CITY, MO 64121-9284
(800) 558-9105
WWW.DUNCAN-HURST.COM

Mutual Fund Profile

Who may want to invest with the funds ....................................... 14
Which Duncan-Hurst Fund is right for me ..................................... 14
Portfolio Turnover .......................................................... 15
Investment Adviser .......................................................... 16
Performance--Adviser's History .............................................. 16
Fund Expenses ............................................................... 19
12b-1 Fees .................................................................. 19
Duncan-Hurst Web Site ....................................................... 19
Minimum Investments.......................................................... 20

Investing with Duncan-Hurst Funds

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<PAGE>
DUNCAN-HURST
AGGRESSIVE GROWTH FUND

GOAL: LONG-TERM CAPITAL GROWTH

The Aggressive Growth Fund seeks long-term capital growth.

STRATEGY & PHILOSOPHY: MEDIUM-CAP GROWTH EQUITY

RISKS TO CONSIDER: INVESTORS SHOULD EXPECT ABOVE-AVERAGE VOLATILITY

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2 DUNCAN-HURST AGGRESSIVE GROWTH FUND
<PAGE>
DUNCAN-HURST AGGRESSIVE
GROWTH FUND (CONTINUED)

PERFORMANCE INFORMATION

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Class R shares of the Fund.

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<PAGE>
DUNCAN-HURST AGGRESSIVE
GROWTH FUND (CONTINUED)

ANNUAL FUND OPERATING EXPENSES*
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

AGGRESSIVE GROWTH FUND
Management Fees 1.00%
Distribution and Services 12b-1 fees 0.25%
Other Expenses 2.09%
-----
Total Annual Fund Operating Expenses 3.34%
Fee Reduction and/or Expense Reimbursement (1.86%)
-----
NET EXPENSES 1.48%
=====

EXAMPLE

This example is intended to help you compare the costs of investing in Class R
shares of the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year, that dividends and
distributions are reinvested and that the Fund's operating expenses remain the
same. Although your actual costs may be higher or lower, under the assumptions,
your costs would be:

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
Duncan-Hurst Aggressive Growth Fund $151 $468 $808 $1,768

PORTFOLIO MANAGER: WILLIAM H. "BEAU" DUNCAN, JR.

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4 DUNCAN-HURST AGGRESSIVE GROWTH FUND
<PAGE>
DUNCAN-HURST

LARGE CAP GROWTH-20 FUND

GOAL: LONG-TERM CAPITAL GROWTH

The Large Cap Growth-20 Fund seeks long-term capital growth.

STRATEGY & PHILOSOPHY: CONCENTRATED LARGE-CAP GROWTH

The Large Cap Growth-20 Fund primarily invests in 20-30 common stocks of larger
capitalization domestic companies. Under normal market conditions, the Fund will
invest at least 75% of its total assets in common stocks of large-capitalization
domestic companies. The Fund generally defines larger-capitalization companies
as those having a market capitalization of more than $5 billion. However, it is
anticipated that this definition may change from time to time, as dictated by
the market. The Fund may invest in smaller or larger capitalization issues. The
Fund is non-diversified, which means that it may make larger investments in
individual companies than a fund that is diversified. The Fund may invest up to
25% of its net assets in securities of foreign issuers that are not publicly
traded in the United States. The Fund may also invest in American Depositary
Receipts ("ADRs") and foreign securities traded on a national securities market.

RISKS TO CONSIDER: INVESTORS SHOULD EXPECT ABOVE-AVERAGE VOLATILITY

a risk that you could lose money on your investment in the Fund. Return on an
investment can also be affected by changes in market conditions, fluctuations in
interest rates, and changes in market cycles. Market risk may affect a single
issuer, industry, sector of the economy or the market as a whole. There is also
the risk that a strategy used by the Adviser may fail to produce the intended
result. The Fund's investment approach could fall out of favor with the
investing public, which could result in lagging performance versus other types
of stock funds. Finally, investing in the securities of foreign companies is
greater than the risk of investing in domestic companies. Some of these risks
include unfavorable changes in currency exchange rates, economic and political
instability, higher transaction costs, greater possibility of not being able to
sell securities on a timely basis and less government supervision and regulation
of securities markets.

The share price of the Duncan-Hurst Large Cap Growth-20 Fund, as a
non-diversified fund, may be more volatile than the share price of a diversified
fund.

PERFORMANCE INFORMATION

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Class R shares of the Fund.

* THE REDEMPTION FEE APPLIES ONLY TO THOSE SHARES THAT YOU HAVE HELD FOR FOUR
MONTHS OR LESS. THE FEE IS PAYABLE TO THE FUND AND IS INTENDED TO BENEFIT THE
REMAINING SHAREHOLDERS BY REDUCING THE COSTS OF SHORT-TERM TRADING.

--------------------------------------------------------------------------------
6 DUNCAN-HURST LARGE CAP GROWTH-20 FUND
<PAGE>
DUNCAN-HURST LARGE CAP
GROWTH-20 FUND (CONTINUED)

ANNUAL FUND OPERATING EXPENSES*
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

LARGE CAP GROWTH-20 FUND
Management Fees 1.00%
Distribution and Services 12b-1 fees 0.25%
Other Expenses 16.15%
------
Total Annual Fund Operating Expenses 17.40%
Fee Reduction and/or Expense Reimbursement (15.92%)
------
NET EXPENSES 1.48%
======

EXAMPLE

This example is intended to help you compare the costs of investing in Class R
shares of the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year, that the dividends and
distributions are reinvested and that the Fund's operating expenses remain the
same. Although your actual costs may be higher or lower, under the assumptions,
your costs would be:

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
Duncan-Hurst Large Cap Growth-20 Fund $151 $468 $808 $1,768

PORTFOLIO MANAGER: DAVID C. MAGEE

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For more information: 1-800-558-9105 or www.duncan-hurst.com 7
<PAGE>
DUNCAN-HURST TECHNOLOGY FUND

GOAL: LONG-TERM CAPITAL GROWTH

The Fund's investment goal is long-term capital growth.

STRATEGY AND PHILOSOPHY: SPECIALTY EQUITY FUND, TECHNOLOGY

The Fund invests in companies that we believe to be best positioned to benefit
from the increasing demand for technology and technology-related products and
services. We look for companies in industries including technology,
communications, and health sciences. The Fund will invest in a portfolio of
common stocks of companies that will range in size from larger, well-established
companies to smaller, emerging growth companies. Under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities of
companies that the Adviser believes will benefit from advances or improvements
in technology. The Fund may invest up to 25% of its net assets in securities of
foreign issuers that are not publicly traded in the United States. The Fund may
also invest in American Depositary Receipts ("ADRs") and foreign securities
traded on a national securities market. While economic forecasting and industry
analysis play a part in the research effort, the Adviser's stock selection
process begins with individual company analysis. This is often referred to as a
bottom-up approach to investing. From a group of companies that meet the
Adviser's standards, the Adviser selects the securities of those companies whose
earnings are expected to grow at an above-average rate over an extended period
of time. In making this determination, the Adviser considers certain
characteristics of a particular company. Among other factors, these include new
product development, management change and competitive market dynamics.

RISKS TO CONSIDER: INVESTORS SHOULD EXPECT ABOVE-AVERAGE VOLATILITY

--------------------------------------------------------------------------------
8 DUNCAN-HURST TECHNOLOGY FUND
<PAGE>
DUNCAN-HURST
TECHNOLOGY FUND (CONTINUED)

industry, sector of the economy or the market as a whole. There is also the risk
that a strategy used by the Adviser may fail to produce the intended result. The
Fund's investment approach could fall out of favor with the investing public,
which could result in lagging performance versus other types of stock funds.

The stocks of small-cap companies tend to be more volatile than those of
large-cap companies because they can be subject to more abrupt or erratic share
price changes. Finally, investing in the securities of foreign companies is
greater than the risk of investing in domestic companies. Some of these risks
include unfavorable changes in currency exchange rates, economic and political
instability, higher transaction costs, greater possibility of not being able to
sell securities on a timely basis and less government supervision and regulation
of securities markets.

PERFORMANCE INFORMATION

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Class R shares of the Fund.

--------------------------------------------------------------------------------
For more information: 1-800-558-9105 or www.duncan-hurst.com 9
<PAGE>
DUNCAN-HURST
TECHNOLOGY FUND (CONTINUED)

ANNUAL FUND OPERATING EXPENSES*
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

TECHNOLOGY FUND
Management Fees 1.00%
Distribution and Services 12b-1 fees 0.25%
Other Expenses 4.18%
-----
Total Annual Fund Operating Expenses 5.43%
Fee Reduction and/or Expense Reimbursement (3.95%)
-----
NET EXPENSES 1.48%
=====

* OTHER EXPENSES ARE ESTIMATED FOR THE FIRST FISCAL YEAR OF THE FUND. THE
ADVISER HAS CONTRACTUALLY AGREED TO REDUCE ITS FEES AND/OR PAY EXPENSES OF
THE FUND FOR AN INDEFINITE PERIOD TO INSURE THAT TOTAL FUND OPERATING
EXPENSES WILL NOT EXCEED 1.48% FOR THE FUND. THE ADVISER RESERVES THE RIGHT
TO BE REIMBURSED FOR ANY WAIVER OF ITS FEES OR EXPENSES PAID ON BEHALF OF
THE FUND IF THE FUND'S EXPENSES ARE LESS THAN THE LIMIT AGREED TO BY THE
FUND. THE TRUSTEES MAY TERMINATE THIS EXPENSE REIMBURSEMENT ARRANGEMENT AT
ANY TIME.

EXAMPLE

ONE THREE
YEAR YEARS
---- -----
Duncan-Hurst Technology Fund $151 $468

PORTFOLIO MANAGER: WILLIAM H. "BEAU" DUNCAN, JR.

--------------------------------------------------------------------------------
10 DUNCAN-HURST TECHNOLOGY FUND
<PAGE>
DUNCAN-HURST

INTERNATIONAL GROWTH FUND

GOAL: LONG-TERM CAPITAL GROWTH

The Fund's investment goal is long-term capital growth.

STRATEGY AND PHILOSOPHY: INTERNATIONAL GROWTH EQUITY

RISKS TO CONSIDER: INVESTOR SHOULD EXPECT ABOVE-AVERAGE VOLATILITY

which could result in lagging performance versus other types of stock funds. The
risk of investing in the securities of foreign companies is greater than the
risk of investing in domestic companies. These risks include unfavorable changes
in currency exchange rates, economic and political instability, less publicly
available information, less strict auditing and financial reporting
requirements, less governmental supervision and regulation of securities
markets, higher transaction costs, and less liquidity. These risks are more
pronounced in the securities of smaller, emerging growth companies.

PERFORMANCE INFORMATION

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Class R shares of the Fund.

--------------------------------------------------------------------------------
12 DUNCAN-HURST INTERNATIONAL GROWTH FUND
<PAGE>
DUNCAN-HURST INTERNATIONAL
GROWTH FUND (CONTINUED)

ANNUAL FUND OPERATING EXPENSES* (Expenses that are deducted from
Fund assets)

INTERNATIONAL GROWTH FUND
Management Fees 1.25%
Distribution and Services 12b-1) fees 0.25%
Other Expenses 0.80%
-----
Total Annual Fund Operating Expenses 2.30%
Fee Reduction and/or Expense Reimbursement (0.57%)
-----
NET EXPENSES 1.73%
=====

* THE ADVISER HAS CONTRACTUALLY AGREED TO REDUCE ITS FEES AND/OR PAY EXPENSES
OF THE FUND FOR AN INDEFINITE PERIOD TO INSURE THAT TOTAL FUND OPERATING
EXPENSES WILL NOT EXCEED 1.73% FOR THE FUND. THE ADVISER RESERVES THE RIGHT
TO BE REIMBURSED FOR ANY WAIVER OF ITS FEES OR EXPENSES PAID ON BEHALF OF
THE FUND IF THE FUND'S EXPENSES ARE LESS THAN THE LIMIT AGREED TO BY THE
FUND. THE TRUSTEES MAY TERMINATE THIS EXPENSE REIMBURSEMENT ARRANGEMENT AT
ANY TIME.

EXAMPLE

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
Duncan-Hurst International Growth Fund $176 $545 $939 $2,041

PORTFOLIO MANAGER: VINCENT WILLYARD, CFA

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For more information: 1-800-558-9105 or www.duncan-hurst.com 13
<PAGE>
WHO MAY WANT TO INVEST
WITH THE FUNDS

The Funds may be appropriate for investors who:

* Are pursuing a long-term goal such as retirement.

* Want to add an investment with growth potential to diversify their
investment portfolio.

* Are willing to accept higher short-term risk along with higher
potential for long-term growth of capital.

The Funds may not be appropriate for investors who:

* Need regular income or stability of principal.

* Are pursuing a short-term goal or investing emergency reserves.

WHICH DUNCAN-HURST FUND IS RIGHT FOR ME

DUNCAN-HURST AGGRESSIVE GROWTH FUND

DUNCAN-HURST LARGE CAP GROWTH-20 FUND

DUNCAN-HURST TECHNOLOGY FUND

DUNCAN-HURST INTERNATIONAL GROWTH FUND

The International Growth Fund is a fund that invests in non-U.S. companies of
all market cap ranges. International investing allows you to achieve greater
diversification and to take advantage of changes in foreign economies and market
conditions. It can also offer opportunities that are not available domestically.
At times, many foreign economies have grown faster than the U.S. e conomy, and
the returns on the investments in these countries have been higher than those of
similar U.S. investments, although there are no assurances that these conditions
will persist in the future.

PORTFOLIO TURNOVER

While the Funds generally intend to purchase securities for long-term investment
rather than short-term gains, each Fund may engage in frequent trading of
securities. The portfolio managers may sell a stock when the company's earnings
are expected to grow at below-average rates or there has been a change in
company fundamentals. Short-term transactions may result from liquidity needs or
b y reason of e conomic or other developments not foreseen at the time of the
investment decision. The portfolio managers will make purchase and sell
decisions when it is believed to be appropriate.

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For more information: 1-800-558-9105 or www.duncan-hurst.com 15
<PAGE>
INVESTMENT ADVISER

PERFORMANCE -- ADVISER'S HISTORY

The investment results presented are for composites of all accounts managed by
the Adviser with substantially similar investment objectives, policies and
strategies to the Funds.

--------------------------------------------------------------------------------
INVESTMENT ADVISER
16 ...PERFORMANCE -- ADVISER'S HISTORY
<PAGE>
PERFORMANCE -- ADVISER'S HISTORY
(CONTINUED)

in lower composite performance figures. The Indices are not managed and do not
pay any fees or expenses. These figures do not predict future performance of the
Funds.

DUNCAN-HURST MEDIUM-CAP GROWTH EQUITY

AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2000

9/30/91-
1 YEAR 3 YEARS 5 YEARS 7 YEARS 6/30/00
------ ------- ------- ------- -------
DUNCAN-HURST MEDIUM-CAP
GROWTH EQUITY 70.10% 48.60% 38.20% 29.95% 29.69%
Russell Midcap Growth Index (1) 48.59% 30.40% 26.37% 22.58% 20.49%

(1) THE RUSSELL MIDCAP GROWTH INDEX IS AN UNMANAGED INDEX GENERALLY
REPRESENTATIVE OF THE MARKET FOR U.S. MID-CAP GROWTH STOCKS.

DUNCAN-HURST LARGE-CAP GROWTH EQUITY

AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2000

12/31/95 -
1 YEAR 3 YEARS 6/30/00
------ ------- -------
DUNCAN-HURST LARGE-CAP
GROWTH EQUITY 62.15% 52.72% 40.73%
Russell 1000 Growth Index (1) 25.65% 28.07% 28.50%

(1) THE RUSSELL 1000 GROWTH INDEX IS AN UNMANAGED INDEX GENERALLY
REPRESENTATIVE OF THE MARKET FOR U.S. LARGE-CAP GROWTH STOCKS.

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For more information: 1-800-558-9105 or www.duncan-hurst.com 17
<PAGE>
PERFORMANCE -- ADVISER'S HISTORY
(CONTINUED)

DUNCAN-HURST TECHNOLOGY

CUMULATIVE TOTAL RETURN THROUGH JUNE 30, 2000

6/30/99 -
6/30/00
-------
DUNCAN-HURST TECHNOLOGY 155.32%
PSE Technology Index (1) 83.60%

DUNCAN-HURST INTERNATIONAL GROWTH EQUITY

AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2000

3/31/98 -
1 YEAR 2 YEARS 6/30/00
------ ------- -------
DUNCAN-HURST INTERNATIONAL GROWTH EQUITY 94.96% 60.46% 57.49%
MSCI EAFE Index (1) 17.18% 12.29% 11.37%

--------------------------------------------------------------------------------
18 PERFORMANCE -- ADVISER'S HISTORY
<PAGE>
FUND EXPENSES

Each Duncan-Hurst Fund is no-load. Each Fund is responsible for its own
operating expenses. The Adviser has contractually agreed to reduce its fees
and/or pay expenses of each Fund to ensure that the Fund's aggregate annual
operating expenses (excluding interest and tax expenses) will not exceed the
limits set forth in the Expense Table. Any reduction in advisory fees or payment
of expenses made by the Adviser is subject to reimbursement by the Fund if
requested by the Adviser in subsequent fiscal years. Under the Expense
Limitation Agreement, the Adviser may recoup reimbursements made in a Fund's
first fiscal year in any of the five succeeding fiscal years, reimbursements
made in a Fund's second fiscal year in any of the four succeeding fiscal years
and any reimbursement in years subsequent to fiscal year two, over the
subsequent three fiscal years after the reimbursements is made. Any such
reimbursement will be reviewed by the Trustees. Each Fund must pay its current
ordinary operating expenses before the Adviser is entitled to any reimbursement
of fees and/or expenses.

RULE 12B-1 FEES

Each Fund has adopted a distribution plan under Rule 12b-1 that allows the Fund
to pay distribution fees for the sale and distribution of its Class R shares and
for services provided to its shareholders. The distribution and service fee is
0.25% of a Fund's average daily net assets which is payable to the Adviser, as
Distribution Coordinator. Because these fees are paid out of the Funds' assets
on an on-going basis, over time these fees will increase the cost of your
investment in Class R shares of the Funds and may cost you more than paying
other types of sales charges.

DUNCAN-HURST WEB SITE

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For more information: 1-800-558-9105 or www.duncan-hurst.com 19
<PAGE>
MINIMUM INVESTMENTS

You may open a Class R Fund account with $2,500 and add to your account at any
time with $100 or more. Automatic investment plans allow you to open a Fund
account with $250 and add to your account with $100 or more. You may open a
retirement plan account with $2,000 and add to your account with $100 or more.
The Fund may waive the minimum investment requirements from time to time.

HOW TO BUY SHARES

There are several ways to purchase shares of the Funds. If you have questions
about how to invest or about how to complete the Application Form, please call
an account representative at (800) 558-9105. PLEASE MAKE SURE TO SPECIFY THAT
YOU ARE PURCHASING CLASS R SHARES WHEN YOU PLACE YOUR PURCHASE ORDER. To open an
account by wire, call (800) 558-9105 for instructions. After your account is
open, you may add to it at any time. The Funds reserve the right to reject any
purchase order.

BY MAIL

FOR REGULAR MAIL DELIVERY:

DUNCAN-HURST MUTUAL FUNDS
C/O NATIONAL FINANCIAL DATA SERVICES, INC.
P.O. BOX 219284
KANSAS CITY, MO 64121-9284

FOR OVERNIGHT DELIVERY:

DUNCAN-HURST MUTUAL FUNDS
C/O NATIONAL FINANCIAL DATA SERVICES, INC.
330 WEST 9TH STREET
KANSAS CITY, MO 64105

--------------------------------------------------------------------------------
MINIMUM INVESTMENTS
20 ...HOW TO BUY SHARES
<PAGE>
HOW TO BUY SHARES
(CONTINUED)

BY WIRE TRANSFER

AUTOMATIC INVESTMENT PLAN

You may make regular investments through automatic periodic deductions from your
bank checking or savings account. If you wish to invest on a periodic basis,
when opening your Fund account complete the Automatic Investment Plan section of
the Application Form and mail it to the Fund at the address provided previously.
Current shareholders may choose at any time to enroll in the Automatic
Investment Plan. Call (800) 558-9105 for instructions.

ONLINE ACCESS

Applications and prospectuses are available online at WWW.DUNCAN-HURST.COM. For
additional information, please call (800) 558-9105.

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For more information: 1-800-558-9105 or www.duncan-hurst.com 21
<PAGE>
HOW TO BUY SHARES
(CONTINUED)

PURCHASES THROUGH FINANCIAL SERVICE AGENTS

You may purchase shares of the Funds through certain Financial Service Agents,
broker-dealers, banks or other intermediaries. These intermediaries may charge
for their services. If you are investing through a Financial Service Agent, such
as Charles Schwab, Fidelity, TD Waterhouse, or E*TRADE, please refer to their
program materials for any additional special provisions or conditions that may
be different from those described in this Prospectus. Financial Service Agents
have the responsibility of transmitting purchase orders and funds, and of
crediting their customers' accounts following redemptions, in a timely manner in
accordance with their customer agreements and this Prospectus. If you place an
order for Fund shares through a Financial Service Agent, in accordance with such
Financial Service Agent's procedures and such Financial Service Agent then
transmits your order to the Transfer Agent before the closing of trading on the
NYSE on that day, then your purchase will be processed at the net asset value
calculated at the close of trading on the NYSE on that day. The Financial
Service Agent must promise to send to the Transfer Agent immediately available
funds in the amount of the purchase price in accordance with the Transfer
Agent's procedures. If payment is not received within the time specified, the
Transfer Agent may rescind the transaction and the Financial Service Agent will
be held liable for any resulting fees or losses. If purchasing through a
financial service agent, some share classes may not be available for investors.

HOW TO EXCHANGE SHARES

--------------------------------------------------------------------------------
HOW TO BUY SHARES
22 ...HOW TO EXCHANGE SHARES
<PAGE>
HOW TO EXCHANGE SHARES
(CONTINUED)

BY MAIL

DUNCAN-HURST [FUND NAME] FUND
C/O NATIONAL FINANCIAL DATA SERVICES, INC.
P.O. BOX 219284
KANSAS CITY, MO 64121-9284

BY TELEPHONE

HOW TO SELL SHARES

BY MAIL

--------------------------------------------------------------------------------
For more information: 1-800-558-9105 or www.duncan-hurst.com 23
<PAGE>
HOW TO SELL SHARES
(CONTINUED)

DUNCAN-HURST [FUND NAME] FUND
C/O NATIONAL FINANCIAL DATA SERVICES, INC.
P.O. BOX 219284
KANSAS CITY, MO 64121-9284

BY TELEPHONE

If you complete the "Redemption by Telephone" portion of the Funds' Application
Form, you may redeem all or some of your shares by calling the Funds at (800)
558-9105 before the close of trading on the NYSE. This is normally 4:00 p.m.,
Eastern time. Redemption proceeds will be mailed on the next business day to the
address that appears on the Transfer Agent's records. If you request, redemption
proceeds will be wired on the next business day to the bank account you
designated on the Application Form. The minimum amount that may be wired is
$1,000. If you sell shares worth more than $25,000, the proceeds will be wired
to your bank account. Wire charges, if any, will be deducted from your
redemption proceeds. Telephone redemptions cannot be made if you notify the
Transfer Agent of a change of address within 30 days before the redemption
request. You may not use the telephone redemption for retirement plan accounts.
When you establish telephone privileges, you are authorizing the Funds and their
Transfer Agent to act upon the telephone instructions of the person or persons
you have designated in your Application Form. Such persons may request that the
shares in your account be either exchanged or redeemed. Redemption proceeds will
be transferred to the bank account you have designated on your Application Form.
Before executing an instruction received by telephone, the Funds and the
Transfer Agent will use reasonable procedures to confirm that the telephone
instructions are genuine. These procedures may include recording the telephone
call and asking the caller for a form of personal identification. If the Funds
and the Transfer Agent follow these reasonable procedures, they will not be
liable for any loss, expense, or cost arising out of any telephone redemption or
exchange request that is reasonably believed to be genuine. This includes any
fraudulent or unauthorized request. The Funds may change, modify, or terminate
these privileges at any time upon at least 60 days notice to shareholders.

--------------------------------------------------------------------------------
24 HOW TO SELL SHARES
<PAGE>
HOW TO SELL SHARES
(CONTINUED)

AUTOMATIC WITHDRAWAL PLAN

You may also make regular withdrawals on an automatic basis. Call (800) 558-9105
for instructions.

REDEMPTIONS IN KIND

GENERAL

--------------------------------------------------------------------------------
For more information: 1-800-558-9105 or www.duncan-hurst.com 25
<PAGE>
HOW TO SELL SHARES
(CONTINUED)

PRICING OF FUND SHARES

NET ASSET VALUE = TOTAL ASSETS LESS LIABILITIES
-----------------------------
NUMBER OF SHARES OUTSTANDING

--------------------------------------------------------------------------------
HOW TO SELL SHARES
26 ...PRICING OF FUND SHARES
<PAGE>
DIVIDENDS, CAPITAL GAINS AND TAXES

You can choose from three distribution options: (1) reinvest all distributions
in additional Fund shares; (2) receive distributions from net investment income
in cash or by ACH to a pre-established bank account while reinvesting capital
gains distributions in additional Fund shares; or (3) receive all distributions
in cash or by ACH. Call (800) 558-9105 for wire instructions. If you wish to
change your distribution option, write to National Financial Data Services, Inc.
before payment of the distribution. If you do not select an option when you open
your account, all distributions will be reinvested in Fund shares. You will
receive a statement confirming reinvestment of distributions in additional Fund
shares promptly following the quarter in which the reinvestment occurs. If a
check representing a Fund distribution is not cashed within a specified period,
the Transfer Agent will notify you that you have the option of requesting
another check or reinvesting the distribution in the Fund. If the Transfer Agent
does not receive your election, the distribution will be reinvested in the Fund.

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For more information: 1-800-558-9105 or www.duncan-hurst.com 27
<PAGE>
MULTIPLE CLASS INFORMATION

--------------------------------------------------------------------------------
28 MULTIPLE CLASS INFORMATION
<PAGE>
FINANCIAL HIGHLIGHTS

This table shows each Fund's financial performance for the periods shown for its
Class R shares. Certain information reflects financial results for a single Fund
share. "Total return" shows how much your investment in a Fund would have
increased or decreased during the period shown, assuming you had reinvested all
dividends and distributions. This information has been audited by Tait, Weller &
Baker, independent accountants. Their report and the Funds' financial statements
are included in the Annual Report, which is available upon request.

<TABLE>
<CAPTION>
CLASS R AGGRESSIVE LARGE CAP INTERNATIONAL
GROWTH GROWTH-20 GROWTH TECHNOLOGY
FUND FUND FUND FUND
Year-ended Year-ended 6/30/99+ 9/30/99+
3/31/00 3/31/00 -3/31/00 -3/31/00
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net asset value,
beginning of the period $ 10.00 $ 10.00 $ 10.00 $ 10.00

INCOME FROM
INVESTMENT OPERATIONS

Net investment loss (0.14) (0.08) (0.07) (0.06)
Net realized & unrealized gain
on investments 12.54 9.39 11.50 15.95
Total from investment operations 12.40 9.31 11.43 15.89
Net asset value, end of period $ 22.40 $ 19.31 $ 21.43 $ 25.89
Total return 124.00% 93.10% 114.30%** (158.90%)**

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (millions) $ 11.2 $ 2.1 $ 8.0 $ 5.3

RATIO OF EXPENSES TO AVERAGE NET ASSETS

Before fees waived & expenses absorbed 2.77% 17.40% 2.58%* 6.48%*
After fees waived & expenses absorbed 1.50% 1.48% 1.73%* 1.48%*

RATIO OF NET INVESTMENT LOSS
TO AVERAGE NET ASSETS:

Before fees waived & expenses absorbed (2.55%) (17.08%) (2.27%)* (6.18%)*
After fees waived & expense absorbed (1.28%) (1.16%) (1.42%)* (1.18%)*
Portfolio turnover rate 239.99% 247.49% 161.42%** 97.84%**
</TABLE>

+ COMMENCEMENT OF OPERATIONS
* ANNUALIZED
** NOT ANNUALIZED

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For more information: 1-800-558-9105 or www.duncan-hurst.com 29
<PAGE>
GENERAL INFORMATION

For more detail on the Funds, you may request the Statement of Additional
Information (SAI), which is incorporated by reference into this Prospectus. You
can also find more information about the Funds' investments in its annual and
semi-annual reports to shareholders. These documents discuss market conditions
and investment strategies that significantly affected the performance of the
Funds during their most recent fiscal period. For a free copy of reports and the
SAI, to request other information and to discuss your questions about the Funds,
contact the Funds at:

NATIONAL FINANCIAL DATA SERVICES, INC.
P.O. BOX 219284
KANSAS CITY, MO 64121-9284
TELEPHONE: (800) 558-9105

* Free of charge from the Commission's EDGAR database on the Commission's
Internet web site at http://www.sec.gov, or

* For a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549-0102, or

* For a fee, by electronic request at the following e-mail address:
[email protected]

(The Trust's SEC Investment Company Act file number is 811-05037)

--------------------------------------------------------------------------------
GENERAL INFORMATION
<PAGE>
DUNCAN-HURST MUTUAL FUNDS

ADVISER

DUNCAN-HURST CAPITAL MANAGEMENT INC.
4365 EXECUTIVE DRIVE, SUITE 1520
SAN DIEGO, CA 92121

DISTRIBUTOR

FIRST FUND DISTRIBUTORS, INC.
4455 E. CAMELBACK ROAD, SUITE 261E
PHOENIX, AZ 85018

CUSTODIAN

UMB BANK, N.A.
928 GRAND BOULEVARD
KANSAS CITY, MO 64106

TRANSFER AGENT

NATIONAL FINANCIAL DATA SERVICES, INC.
P.O. BOX 219284
KANSAS CITY, MO 64121-9284

AUDITORS

TAIT, WELLER, & BAKER
8 PENN CENTER PLAZA, SUITE 800
PHILADELPHIA, PA 19103

LEGAL COUNSEL

PAUL, HASTINGS, JANOFSKY & WALKER LLP
345 CALIFORNIA STREET
SAN FRANCISCO, CA 94104
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
JULY 28, 2000

DUNCAN-HURST LARGE CAP GROWTH-20 FUND
DUNCAN-HURST AGGRESSIVE GROWTH FUND
DUNCAN-HURST TECHNOLOGY FUND
DUNCAN-HURST INTERNATIONAL GROWTH FUND
SERIES OF
PROFESSIONALLY MANAGED PORTFOLIOS
4365 EXECUTIVE DRIVE
SUITE 1520
SAN DIEGO, CA 92121
(800) 558-9105

This Statement of Additional Information ("SAI") is not a prospectus and it
should be read in conjunction with the Prospectuses dated July 28, 2000, as may
be revised, of the Duncan-Hurst Large Cap Growth-20 Fund ("Large Cap Growth
Fund"), the Duncan-Hurst Aggressive Growth Fund ("Aggressive Growth Fund"), the
Duncan-Hurst Technology Fund ("Technology Fund") and the Duncan-Hurst
International Growth Fund ("International Growth Fund"), series of
Professionally Managed Portfolios (the "Trust"). The Large Cap Growth Fund,
Aggressive Growth Fund, Technology Fund and International Growth Fund are
referred to herein collectively as the " Duncan-Hurst Capital Management Inc.
(the "Adviser") is the investment adviser to the Funds. A copy of the Funds'
Prospectuses are available by calling the number listed above.

TABLE OF CONTENTS

The Trust.................................................................. B-2
Investment Objectives and Policies......................................... B-2
Investment Restrictions.................................................... B-18
Distributions and Tax Information.......................................... B-19
Trustees and Executive Officers............................................ B-23
The Funds' Investment Adviser.............................................. B-24
The Funds' Administrator................................................... B-25
The Funds' Distributor..................................................... B-26
Execution of Portfolio Transactions........................................ B-27
Portfolio Turnover......................................................... B-29
Additional Purchase and Redemption Information ............................ B-29
Determination of Share Price............................................... B-33
Performance Information.................................................... B-34
General Information........................................................ B-35
Financial Statements....................................................... B-37
Appendix................................................................... B-38

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THE TRUST

Professionally Managed Portfolios (the "Trust") is an open-end management
investment company organized as a Massachusetts business trust. The Trust
consists of various series which represent separate investment portfolios. This
SAI relates only to the Funds. Duncan-Hurst Capital Management Inc. ("the
Adviser") is the Funds' investment adviser.

The Trust is registered with the SEC as a management investment company.
Such a registration does not involve supervision of the management or policies
of the Funds. The Prospectuses of the Funds and this SAI omit certain
information contained in the Registration Statement filed with the SEC. Copies
of such information may be obtained from the SEC upon payment of the prescribed
fee.

INVESTMENT OBJECTIVES AND POLICIES

Each Fund has the investment objective of seeking long-term growth of
capital. Each Fund, other than the Large Cap Growth Fund, is diversified, which
under applicable federal law means that at to 75% of its total assets, nor more
than 5% may be invested in the securities of a single issuer and that it may
hold no more than 10% of the voting securities of a single issuer. The Large Cap
Growth Fund is nondiversified, which under the Investment Company Act of 1940
("1940 Act") means that there is no restriction under the 1940 Act on how much
the Fund may invest in the securities of any one issuer. In addition, the Fund
may invest more than 25% of its assets in what may be considered a single
industry sector. The following information supplements the discussion of the
Funds' investment objectives and policies as set forth in their Prospectuses.
There can be no guarantee that the objective of any Fund will be attained.

GLOSSARY OF PERMITTED INVESTMENTS

PREFERRED STOCK. A preferred stock is a blend of the characteristics of a
bond and common stock. It can offer the higher yield of a bond and has priority
over common stock in equity ownership, but does not have the seniority of a bond
and, unlike common stock, its participation in the issuer's growth may be
limited. Preferred stock has preference over common stock in the receipt of
dividends and in any residual assets after payment to creditors should the
issuer by dissolved. Although the dividend is set at a fixed annual rate, in
some circumstances it can be changed or omitted by the issuer.

SMALL AND MEDIUM COMPANY. The securities of small and medium-sized
companies often trade less frequently and in more limited volume, and may be
subject to more abrupt or erratic price movements, than securities of larger,
more established companies. Such companies may have limited product lines,
markets or financial resources, or may depend on a limited management group.
These risks are more pronounced in the securities of small-sized companies that
they are in the securities of medium-sized companies.

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CONVERTIBLE SECURITIES AND WARRANTS. Each Fund may invest in convertible
securities and warrants. A convertible security is a fixed-income security (a
debt instrument or a preferred stock) which may be converted at a stated price
within a specified period of time into a certain quantity of the common stock of
the same or a different issuer. Convertible securities are senior to common
stocks in an issuer's capital structure, but are usually subordinated to similar
non-convertible securities. While providing a fixed income stream (generally
higher in yield than the income derivable from common stock but lower than that
afforded by a similar nonconvertible security), a convertible security also
affords an investor the opportunity, through its conversion feature, to
participate in the capital appreciation attendant upon a market price advance in
the convertible security's underlying common stock.

A warrant gives the holder a right to purchase at any time during a
specified period a predetermined number of shares of common stock at a fixed
price. Unlike convertible debt securities or preferred stock, warrants do not
pay a fixed dividend. Investments in warrants involve certain risks, including
the possible lack of a liquid market for resale of the warrants, potential price
fluctuations as a result of speculation or other factors, and failure of the
price of the underlying security to reach or have reasonable prospects of
reaching a level at which the warrant can be prudently exercised (in which event
the warrant may expire without being exercised, resulting in a loss of a Fund's
entire investment therein).

INVESTMENT COMPANIES. Each Fund may invest in shares of other investment
companies in pursuit of its investment objective. This may include investments
in money market mutual funds in connection with a Fund's management of daily
cash positions. In addition to the advisory and operations fees a Fund bears
directly in connection with its operation, the Fund and its shareholders will
also bear the pro rata portion of each other investment company's advisory and
operational expenses.

FOREIGN INVESTMENTS AND CURRENCIES. Each Fund, other than the International
Growth Fund, may invest up to 25% of its net assets in securities of foreign
issuers that are not publicly traded in the United States. The International
Growth Fund will invest a minimum of 65% of its net assets in such securities.
Each Fund may also invest in American Depositary Receipts (ADRs") and securities
of foreign issuers that are traded on a national securities market, purchase and
sell foreign currency on a spot basis and enter into forward currency contracts
(see "Forward Currency Contracts," below).

AMERICAN DEPOSITARY RECEIPTS. Each Fund may invest in securities of foreign
issuers in the form of American Depository Receipts ("ADRs"). These securities
may not necessarily be denominated in the same currency as the securities for
which they may be exchanged. These are certificates evidencing ownership of
shares of a foreign-based issuer held in trust by a bank or similar financial
institutions. Designed for use in U.S. securities markets, ADRs are alternatives
to the purchase of the underlying securities in their national market and
currencies. ADRs may be purchased through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
underlying security and a depositary, whereas a depositary may establish an
unsponsored facility without participation by the issuer of the depositary
security. Holders of unsponsored depositary receipts generally bear all the

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costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts of the deposited securities.

RISKS OF INVESTING IN FOREIGN SECURITIES. Investments in foreign securities
involve certain inherent risks, including the following:

POLITICAL AND ECONOMIC FACTORS. Individual foreign economies of certain
countries may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency, diversification and balance of payments
position. The internal politics of certain foreign countries may not be as
stable as those of the United States. Governments in certain foreign countries
also continue to participate to a significant degree, through ownership interest
or regulation, in their respective economies. Action by these governments could
include restrictions on foreign investment, nationalization, expropriation of
goods or imposition of taxes, and could have a significant effect on market
prices of securities and payment of interest. The economies of many foreign
countries are heavily dependent upon international trade and are accordingly
affected by the trade policies and economic conditions of their trading
partners. Enactment by these trading partners of protectionist trade legislation
could have a significant adverse effect upon the securities markets of such
countries.

CURRENCY FLUCTUATIONS. Each Fund may invest in securities denominated in
foreign currencies. Accordingly, a change in the value of any such currency
against the U.S. dollar will result in a corresponding change in the U.S. dollar
value of a Fund's assets denominated in that currency. Such changes will also
affect a Fund's income. The value of a Fund's assets may also be affected
significantly by currency restrictions and exchange control regulations enacted
from time to time.

EURO CONVERSION. Several European countries adopted a single uniform
currency known as the "euro," effective January 1, 1999. The euro conversion,
that will take place over a seve period, could have potential adverse effects on
a Fund's ability to value its portfolio holdings in foreign securities, and
could increase the costs associated with the Fund's operations. Each Fund and
the Adviser are working with providers of services to the Fund in the areas of
clearance and settlement of trade in an effect to avoid any material impact on
the Fund due to the euro conversion; there can be no assurance, however, that
the steps taken will be sufficient to avoid any adverse impact on the Fund.

MARKET CHARACTERISTICS. The Adviser expects that many foreign securities in
which a Fund invests will be purchased in over-the-counter markets or on
exchanges located in the countries in which the principal offices of the issuers
of the various securities are located, if that is the best available market.
Foreign exchanges and markets may be more volatile than those in the United
States. While growing in volume, they usually have substantially less volume
than U.S. markets, and a Fund's foreign securities may be less liquid and more
volatile than U.S. securities. Moreover, settlement practices for transactions
in foreign markets may differ from those in United States markets, and may
include delays beyond periods customary in the United States. Foreign security

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<PAGE>
trading practices, including those involving securities settlement where Fund
assets may be released prior to receipt of payment or securities, may expose a
Fund to increased risk in the event of a failed trade or the insolvency of a
foreign broker-dealer.

LEGAL AND REGULATORY MATTERS. Certain foreign countries may have less
supervision of securities markets, brokers and issuers of securities, and less
financial information available to issuers, than is available in the United
States.

TAXES. The interest and dividends payable on certain of a Fund's foreign
portfolio securities may be subject to foreign withholding taxes, thus reducing
the net amount of income available for distribution to Fund shareholders.

COSTS. To the extent that a Fund invests in foreign securities, its expense
ratio is likely to be higher than those of investment companies investing only
in domestic securities, since the cost of maintaining the custody of foreign
securities is higher.

EMERGING MARKETS. Some of the securities in which a Fund may invest may be
located in developing or emerging markets, which entail additional risks,
including less social, political and economic stability; smaller securities
markets and lower trading volume, which may result in less liquidity and greater
price volatility; national policies that may restrict a Fund's investment
opportunities, including restrictions on investments in issuers or industries,
or expropriation or confiscation of assets or property; and less developed legal
structures governing private or foreign investment.

OPTIONS AND FUTURES STRATEGIES. Each Fund may purchase put and call options
and engage in the writing of covered call options and secured put options, and
employ a variety of other investment techniques. Specifically, each Fund may
engage in the purchase and sale of stock index future contracts and options on
such futures, all as described more fully below. Such investment policies and
techniques may involve a greater degree of risk than those inherent in more
conservative investment approaches.

Each Fund will engage in such transactions only to hedge existing positions
and not for the purposes of speculation or leverage. A Fund will not engage in
such options or futures transactions unless it receives any necessary regulatory
approvals permitting it to engage in such transactions.

OPTIONS ON SECURITIES. To hedge against adverse market shifts, each Fund
may purchase put and call options on securities held in its portfolio. In
addition, each Fund may seek to increase its income in an amount designed to
meet operating expenses or may hedge a portion of its portfolio investments
through writing (that is, selling) "covered" put and call options. A put option
provides its purchaser with the right to compel the writer of the option to
purchase from the option holder an underlying security at a specified price at
any time during or at the end of the option period. In contrast, a call option
gives the purchaser the right to buy the underlying security covered by the
option from the writer of the option at the stated exercise price. A covered
call option contemplates that, for so long as the Fund is obligated as the

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<PAGE>
writer of the option, it will own (1) the underlying securities subject to the
option or (2) securities convertible into, or exchangeable without the payment
of any consideration for, the securities subject to the option. The value of the
underlying securities on which covered call options will be written at any one
time by a Fund will not exceed 25% of the Fund's total assets. A Fund will be
considered "covered" with respect to a put option it writes if, so long as it is
obligated as the writer of a put option, it segregates liquid assets that are
acceptable to the appropriate regulatory authority.

Each Fund may purchase options on securities that are listed on securities
exchanges or that are traded over-the-counter ("OTC"). As the holder of a put
option, a Fund has the right to sell the securities underlying the option and as
the holder of a call option, the Fund has the right to purchase the securities
underlying the option, in each case at the option's exercise price at any time
prior to, or on, the option's expiration date. A Fund may choose to exercise the
options it holds, permit them to expire or terminate them prior to their
expiration by entering into closing sale transactions. In entering into a
closing sale transaction, a Fund would sell an option of the same series as the
one it has purchased.

Each Fund receives a premium when it writes call options, which increases
the Fund's return on the underlying security in the event the option expires
unexercised or is closed out at a profit. By writing a call, a Fund limits its
opportunity to profit from an increase in the market value of the underlying
security above the exercise price of the option for as long as the Fund's
obligation as writer of the option continues. A Fund receives a premium when it
writes put options, which increases the Fund's return on the underlying security
in the event the option expires unexercised or is closed out at a profit. By
writing a put, a Fund limits its opportunity to profit from an increase in the
market value of the underlying security above the exercise price of the option
for as long as the Fund's obligation as writer of the option continues. Thus, in
some periods, a Fund will receive less total return and in other periods greater
total return from its hedged positions than it would have received from its
underlying securities if unhedged.

In purchasing a put option, a Fund seeks to benefit from a decline in the
market price of the underlying security, whereas in purchasing a call option, a
Fund seeks to benefit from an increase in the market price of the underlying
security. If an option purchased is not sold or exercised when it has remaining
value, or if the market price of the underlying security remains equal to or
greater than the exercise price, in the case of a put, or remains equal to or
below the exercise price, in the case of a call, during the life of the option,
a Fund will lose its investment in the option. For the purchase of an option to
be profitable, the market price of the underlying security must decline
sufficiently below the exercise price, in the case of a put, and must increase
sufficiently above the exercise price, in the case of a call, to cover the
premium and transaction costs. Because option premiums paid by a Fund are small
in relation to the market value of the investments underlying the options,
buying options can result in large amounts of leverage. The leverage offered by
trading in options could cause a Fund's net asset value to be subject to more
frequent and wider fluctuations than would be the case if the Fund did not
invest in options.

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<PAGE>
OTC OPTIONS. OTC options differ from exchange-traded options in several
respects. They are transacted directly with dealers and not with a clearing
corporation, and there is a risk of non-performance by the dealer. However, the
premium is paid in advance by the dealer. OTC options are available for a
greater variety of securities and foreign currencies, and in a wider range of
expiration dates and exercise prices than exchange-traded options. Since there
is no exchange, pricing is normally done by reference to information from a
market maker, which information is carefully monitored or caused to be monitored
by the Adviser and verified in appropriate cases.

A writer or purchaser of a put or call option can terminate it voluntarily
only by entering into a closing transaction. In the case of OTC options, there
can be no assurance that a continuous liquid secondary market will exist for any
particular option at any specific time. Consequently, a Fund may be able to
realize the value of an OTC option it has purchased only by exercising it or
entering into a closing sale transaction with the dealer that issued it.
Similarly, when a Fund writes an OTC option, it generally can close out that
option prior to its expiration only by entering into a closing purchase
transaction with the dealer to which it originally wrote the option. If a
covered call option writer cannot effect a closing transaction, it cannot sell
the underlying security or foreign currency until the option expires or the
option is exercised. Therefore, the writer of a covered OTC call option may not
be able to sell an underlying security even though it might otherwise be
advantageous to do so. Likewise, the writer of a covered OTC put option may be
unable to sell the securities pledged to secure the put for other investment
purposes while it is obligated as a put writer. Similarly, a purchaser of an OTC
put or call option might also find it difficult to terminate its position on a
timely basis in the absence of a secondary market.

Each Fund may purchase and write OTC put and call options in negotiated
transactions. The staff of the Securities and Exchange Commission has previously
taken the position that the value of purchased OTC options and the assets used
as "cover" for written OTC options are illiquid securities and, as such, are to
be included in the calculation of each Fund's 15% limitation on illiquid
securities. However, the staff has eased its position somewhat in certain
limited circumstances. Each Fund will attempt to enter into contracts with
certain dealers with which it writes OTC options. Each such contract will
provide that a Fund has the absolute right to repurchase the options it writes
at any time at a repurchase price which represents the fair market value, as
determined in good faith through negotiation between the parties, but which in
no event will exceed a price determined pursuant to a formula contained in the
contract. Although the specific details of such formula may vary among
contracts, the formula will generally be based upon a multiple of the premium
received by a Fund for writing the option, plus the amount, if any, of the
option's intrinsic value. The formula will also include a factor to account for
the difference between the price of the security and the strike price of the
option. If such a contract is entered into, each Fund will count as illiquid
only the initial formula price minus the option's intrinsic value.

Each Fund will enter into such contracts only with primary U.S. Government
securities dealers recognized by the Federal Reserve Bank of New York. Moreover,
such primary dealers will be subject to the same standards as are imposed upon
dealers with which a Fund enters into repurchase agreements.

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STOCK INDEX OPTIONS. In seeking to hedge all or a portion of its
investment, each Fund may purchase and write put and call options on stock
indices listed on securities exchanges, which indices include securities held in
the Fund's portfolio.

A stock index measures the movement of a certain group of stocks by
assigning relative values to the securities included in the index. Options on
stock indices are generally similar to options on specific securities. Unlike
options on specific securities, however, options on stock indices do not involve
the delivery of an underlying security; the option in the case of an option on a
stock index represents the holder's right to obtain from the writer in cash a
fixed multiple of the amount by which the exercise price exceeds (in the case of
a put) or is less than (in the case of a call) the closing value of the
underlying stock index on the exercise date.

When a Fund writes an option on a securities index, it will segregate
liquid assets in an amount equal to the market value of the option, and will
maintain while the option is open.

Stock index options are subject to position and exercise limits and other
regulations imposed by the exchange on which they are traded. If a Fund writes a
stock index option, it may terminate its obligation by effecting a closing
purchase transaction, which is accomplished by purchasing an option of the same
series as the option previously written. The ability of a Fund to engage in
closing purchase transactions with respect to stock index options depends on the
existence of a liquid secondary market. Although each Fund generally purchases
or writes stock index options only if a liquid secondary market for the options
purchased or sold appears to exist, no such secondary market may exist, or the
market may cease to exist at some future date, for some options. No assurance
can be given that a closing purchase transaction can be effected when a Fund
desires to engage in such a transaction.

RISKS RELATING TO PURCHASE AND SALE OF OPTIONS ON STOCK INDICES. Purchase
and sale of options on stock indices by a Fund are subject to certain risks that
are not present with options on securities. Because the effectiveness of
purchasing or writing stock index options as a hedging technique depends upon
the extent to which price movements in a Fund's portfolio correlate with price
movements in the level of the index rather than the price of a particular stock,
whether the Fund will realize a gain or loss on the purchase or writing of an
option on a stock index depends upon movements in the level of stock prices in
the stock market generally or, in the case of certain indices, in an industry or
market segment, rather than movements in the price of a particular stock.
Accordingly, successful use by a Fund of options on stock indices will be
subject to the ability of the Adviser to correctly predict movements in the
direction of the stock market generally or of a particular industry. This
requires different skills and techniques than predicting changes in the price of
individual stocks. In the event the Adviser is unsuccessful in predicting the
movements of an index, a Fund could be in a worse position than had no hedge
been attempted.

Stock index prices may be distorted if trading of certain stocks included
in the index is interrupted. Trading in stock index options also may be
interrupted in certain circumstances, such as if trading were halted in a
substantial number of stocks included in the index. If this occurred, a Fund

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would not be able to close out options which it had purchased or written and, if
restrictions on exercise were imposed, might be unable to exercise an option it
holds, which could result in substantial losses to the Fund. However, it will be
each Fund's policy to purchase or write options only on indices which include a
sufficient number of stocks so that the likelihood of a trading halt in the
index is minimized.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. Each Fund may purchase
and sell stock index futures contracts. The purpose of the acquisition or sale
of a futures contract by a Fund is to hedge against fluctuations in the value of
its portfolio without actually buying or selling securities. The futures
contracts in which a Fund may invest have been developed by and are traded on
national commodity exchanges. Stock index futures contracts may be based upon
broad-based stock indices such as the S&P 500 or upon narrow-based stock
indices. A buyer entering into a stock index futures contract will, on a
specified future date, pay or receive a final cash payment equal to the
difference between the actual value of the stock index on the last day of the
contract and the value of the stock index established by the contract. Each Fund
may assume both "long" and "short" positions with respect to futures contracts.
A long position involves entering into a futures contract to buy a commodity,
whereas a short position involves entering into a futures contract to sell a
commodity.

The purpose of trading futures contracts is to protect a Fund from
fluctuations in value of its investment securities without necessarily buying or
selling the securities. Because the value of a Fund's investment securities will
exceed the value of the futures contracts sold by the Fund, an increase in the
value of the futures contracts could only mitigate, but not totally offset, the
decline in the value of the Fund's assets. No consideration is paid or received
by a Fund upon trading a futures contract. Instead, upon entering into a futures
contract, the Fund is required to deposit an amount of cash or U.S. Government
securities generally equal to 10% or less of the contract value. This amount is
known as "initial margin" and is in the nature of a performance bond or good
faith deposit on the contract that is returned to a Fund upon termination of the
futures contract, assuming that all contractual obligations have been satisfied;
the broker will have access to amounts in the margin account if the Fund fails
to meet its contractual obligations. Subsequent payments, known as "variation
margin," to and from the broker, will be made daily as the price of the currency
or securities underlying the futures contract fluctuates, making the long and
short positions in the futures contract more or less valuable, a process known
as "marking-to-market." At any time prior to the expiration of a futures
contract, a Fund may elect to close a position by taking an opposite position,
which will operate to terminate the Fund's existing position in the contract.

Each short position in a futures or options contract entered into by a Fund
is secured by the Fund's ownership of underlying securities. Each Fund does not
use leverage when it enters into long futures or options contracts; the Fund
segregates, with respect to each of its long positions, liquid assets having a
value equal to the underlying commodity value of the contract.

Each Fund may trade stock index futures contracts to the extent permitted
under rules and interpretations adopted by the Commodity Futures Trading
Commission (the "CFTC"). U.S. futures contracts have been designed by exchanges
that have been designated as "contract markets" by the CFTC, and must be

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executed through a futures commission merchant, or brokerage firm, that is a
member of the relevant contract market. Futures contracts trade on a number of
contract markets, and, through their clearing corporations, the exchanges
guarantee performance of the contracts as between the clearing members of the
exchange.

Each Fund intends to comply with CFTC regulations and avoid "commodity pool
operator" or "commodity trading advisor" status. These regulations require that
each Fund use futures and options positions (a) for "bona fide hedging purposes"
(as defined in the regulations) or (b) for other purposes so long as aggregate
initial margins and premiums required in connection with non-hedging positions
do not exceed 5% of the liquidation value of the Fund's portfolio. Each Fund
currently does not intend to engage in transactions in futures contracts or
options thereon for speculation, but will engage in such transactions only for
bona fide hedging purposes.

RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND OPTIONS ON FUTURES
CONTRACTS. There are several risks in using stock index futures contracts as
hedging devices. First, all participants in the futures market are subject to
initial margin and variation margin requirements. Rather than making additional
variation margin payments, investors may close the contracts through offsetting
transactions which could distort the normal relationship between the index or
security and the futures market. Second, the margin requirements in the futures
market are lower than margin requirements in the securities market, and as a
result the futures market may attract more speculators than does the securities
market. Increased participation by speculators in the futures market may also
cause temporary price distortions. Because of possible price distortion in the
futures market and because of imperfect correlation between movements in stock
indices or securities and movements in the prices of futures contracts, even a
correct forecast of general market trends may not result in a successful hedging
transaction over a very short period.

Another risk arises because of imperfect correlation between movements in
the value of the futures contracts and movements in the value of securities
subject to the hedge. With respect to stock index futures contracts, the risk of
imperfect correlation increases as the composition of a Fund's portfolio
diverges from the securities included in the applicable stock index. It is
possible that a Fund might sell stock index futures contracts to hedge its
portfolio against a decline in the market, only to have the market advance and
the value of securities held in the Fund's portfolio decline. If this occurred,
the Fund would lose money on the contracts and also experience a decline in the
value of its portfolio securities. While this could occur, the Adviser believes
that over time the value of a Fund's portfolio will tend to move in the same
direction as the market indices and will attempt to reduce this risk, to the
extent possible, by entering into futures contracts on indices whose movements
they believe will have a significant correlation with movements in the value of
the Fund's portfolio securities sought to be hedged.

Successful use of futures contracts by each Fund is subject to the ability
of the Adviser to predict correctly movements in the direction of the market. If
a Fund has hedged against the possibility of a decline in the value of the
stocks held in its portfolio and stock prices increase instead, the Fund would
lose part or all of the benefit of the increased value of its security which it

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has hedged because it will have offsetting losses in its futures positions. In
addition, in such situations, if a Fund has insufficient cash, it may have to
sell securities to meet daily variation margin requirements. Such sales of
securities may, but will not necessarily, be at increased prices which reflect
the rising market. A Fund may have to sell securities at a time when it may be
disadvantageous to do so.

LIQUIDITY OF FUTURES CONTRACTS. Each Fund may elect to close some or all of
its contracts prior to expiration. The purpose of making such a move would be to
reduce or eliminate the hedge position held by the Fund. A Fund may close its
positions by taking opposite positions. Final determinations of variation margin
are then made, additional cash as required is paid by or to a Fund, and the Fund
realizes a loss or a gain. Positions in futures contracts may be closed only on
an exchange or board of trade providing a secondary market for such futures
contracts. Although each Fund intends to enter into futures contracts only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a liquid secondary market will exist for any
particular contract at any particular time.

In addition, most domestic futures exchanges and boards of trade limit the
amount of fluctuation permitted in futures contract prices during a single
trading day. The daily limit establishes the maximum amount that the price of a
futures contract may vary either up or down from the previous day's settlement
price at the end of a trading session. Once the daily limit has been reached in
a particular contract, no trades may be made that day at a price beyond that
limit. The daily limit governs only price movement during a particular trading
day and therefore does not limit potential losses because the limit may prevent
the liquidation of unfavorable positions. It is possible that futures contract
prices could move to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of futures positions
and subjecting some futures traders to substantial losses. In such event, it
will not be possible to close a futures position and, in the event of adverse
price movements, a Fund would be required to make daily cash payments of
variation margin. In such circumstances, an increase in the value of the portion
of the portfolio being hedged, if any, may partially or completely offset losses
on the futures contract. However, as described above, there is no guarantee that
the price of the securities being hedged will, in fact, correlate with the price
movements in the futures contract and thus provide an offset to losses on a
futures contract.

RISKS AND SPECIAL CONSIDERATIONS OF OPTIONS ON FUTURES CONTRACTS. The use
of options on stock index futures contracts also involves additional risk.
Compared to the purchase or sale of futures contracts, the purchase of call or
put options on futures contracts involves less potential risk to a Fund because
the maximum amount at risk is the premium paid for the options (plus
transactions costs). The writing of a call option on a futures contract
generates a premium which may partially offset a decline in the value of a
Fund's portfolio assets. By writing a call option, a Fund becomes obligated to
sell a futures contract, which may have a value higher than the exercise price.
Conversely, the writing of a put option on a futures contract generates a
premium, but a Fund becomes obligated to purchase a futures contract, which may
have a value lower than the exercise price. Thus, the loss incurred by a Fund in

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writing options on futures contracts may exceed the amount of the premium
received.

The effective use of options strategies is dependent, among other things,
on a Fund's ability to terminate options positions at a time when the Adviser
deems it desirable to do so. Although each Fund will enter into an option
position only if the Adviser believes that a liquid secondary market exists for
such option, there is no assurance that the Fund will be able to effect closing
transactions at any particular time or at an acceptable price. Each Fund's
transactions involving options on futures contracts will be conducted only on
recognized exchanges.

Each Fund's purchase or sale of put or call options on futures contracts
will be based upon predictions as to anticipated market trends by the Adviser,
which could prove to be inaccurate. Even if the expectations of the Adviser are
correct, there may be an imperfect correlation between the change in the value
of the options and of the Fund's portfolio securities.

Investments in futures contracts and related options by their nature tend
to be more short-term than other equity investments made by a Fund. Each Fund's
ability to make such investments, therefore, may result in an increase in the
Fund's portfolio activity and thereby may result in the payment of additional
transaction costs.

SWAP CONTRACTS

TYPES OF SWAPS. Swaps are a specific type of OTC derivative involving
privately negotiated agreements with a trading counterparty. Each Fund may use
the following (i) Long equity swap contracts: where a Fund pays a fixed rate
plus the negative performance, if any, and receives the positive performance, if
any, of an index or basket of securities; (ii) Short equity swap contacts: where
a Fund receives a fixed rate plus the negative performance, if any, and pays the
positive performance of an index or basket of securities; and (iii) Contracts
for differences: equity swaps that contain both a long and short equity
component.

USES. Each Fund may use swaps for (i) traditional hedging purposes - short
equity swap contracts used to hedge against an equity risk already present in
the Fund; (ii) anticipatory purchase hedging purposes - where a Fund anticipates
significant cash purchase transactions and enters into long equity swap
contracts to obtain market exposure until such a time where direct investment
becomes possible or can be made efficiently; (iii) anticipatory redemption
hedging purposes - where a Fund expects significant demand for redemptions and
enters into short equity swap contracts to allow it to dispose of securities in
a more orderly fashion (iv) direct investment - where a Fund purchases
(particularly long equity swap contracts) in place of investing directly in
securities; (v) risk management - where a Fund uses equity swap contracts to
adjust the weight of a Fund to a level the Adviser feels is the optimal exposure
to individual markets, sectors and equities.

LIMITATIONS ON USE. There is generally no limit on the use of swaps except
to the extent such swaps are subject to the liquidity requirements of a Fund.

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RISKS RELATED TO SWAPS. Swaps may relate to stocks, bonds, interest rates,
currencies or currency exchange rates, and related indices. Each Fund can use
swaps for many purposes, including hedging and investment gain. Each Fund may
also use swaps as a way to efficiently adjust its exposure to various
securities, markets, and currencies without having to actually sell current
assets and purchase different ones. The use of swaps involves risks different
from, or greater than the risks associated with investing directly in securities
and other more traditional investments.

Swaps are subject to a number of risks described elsewhere in this section,
including management risk, liquidity risk and the credit risk of the
counterparty to the swaps contract. Since their value is calculated and derived
from the value of other assets instruments or references, there is greater risk
that the swap contract will be improperly valued. Valuation, although based on
current market pricing data, is typically done by the counterparty to the swap
contract. Swaps also involve the risk that changes in the value of the swaps may
not correlate perfectly with relevant assets, rates or indices they are designed
to hedge or to closely track. Also suitable swaps transactions may not be
available in all circumstances and there can be no assurance that a Fund will
engage in these transactions to reduce exposure to other risks when that would
be beneficial.

CREDIT AND COUNTERPARTY RISK. If the counterparty to the swap contract does
not make timely principal interest or settle payments when due, or otherwise
fulfill its obligations, a Fund could lose money on its investment.

LIQUIDITY RISK. Liquidity risk exists when particular investments are
difficult to purchase to sell due to a limited market or to legal restrictions,
such that a Fund may be prevented from selling particular securities at the
price at which a Fund values them. Each Fund is subject to liquidity risk,
particularly with respect to the use of swaps.

MANAGEMENT RISK. As noted above, the Adviser may also fail to use swaps
effectively. For example, the Adviser may choose to hedge or not to hedge at
inopportune times. This will adversely affect a Fund's performance.

FORWARD CURRENCY CONTRACTS. Each Fund may enter into forward currency
contracts in anticipation of changes in currency exchange rates. A forward
currency contract is an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. For
example, a Fund might purchase a particular currency or enter into a forward
currency contract to preserve the U.S. dollar price of securities it intends to
or has contracted to purchase. Alternatively, it might sell a particular
currency on either a spot or forward basis to hedge against an anticipated
decline in the dollar value of securities it intends to or has contracted to
sell. Although this strategy could minimize the risk of loss due to a decline in
the value of the hedged currency, it could also limit any potential gain from an
increase in the value of the currency.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements with
respect to its portfolio securities. Pursuant to such agreements, a Fund
acquires securities from financial institutions such as banks and broker-dealers

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as are deemed to be creditworthy by the Adviser, subject to the seller's
agreement to repurchase and the Fund's agreement to resell such securities at a
mutually agreed upon date and price. The repurchase price generally equals the
price paid by a Fund plus interest negotiated on the basis of current short-term
rates (which may be more or less than the rate on the underlying portfolio
security). Securities subject to repurchase agreements will be held by the
Custodian or in the Federal Reserve/Treasury Book-Entry System or an equivalent
foreign system. The seller under a repurchase agreement will be required to
maintain the value of the underlying securities at not less than 102% of the
repurchase price under the agreement. If the seller defaults on its repurchase
obligation, a Fund will suffer a loss to the extent that the proceeds from a
sale of the underlying securities are less than the repurchase price under the
agreement. Bankruptcy or insolvency of such a defaulting seller may cause a
Fund's rights with respect to such securities to be delayed or limited.
Repurchase agreements are considered to be loans under the Investment Company
Act (the "1940 Act").

BORROWING. Each Fund is authorized to borrow money from time to time for
temporary, extraordinary or emergency purposes or for clearance of transactions
in amounts not to exceed 33- 1/3% of the value of its total assets at the time
of such borrowings. The use of borrowing by a Fund involves special risk
considerations that may not be associated with other funds having similar
objectives and policies. Since substantially all of a Fund's assets fluctuate in
value, while the interest obligation resulting from a borrowing will be fixed by
the terms of the Fund's agreement with its lender, the net asset value per share
of the Fund will tend to increase more when its portfolio securities increase in
value and to decrease more when its portfolio assets decrease in value than
would otherwise be the case if the Fund did not borrow funds. In addition,
interest costs on borrowings may fluctuate with changing market rates of
interest and may partially offset or exceed the return earned on borrowed funds.
Under adverse market conditions, a Fund might have to sell portfolio securities
to meet interest or principal payments at a time when fundamental investment
considerations would not favor such sales.

LENDING PORTFOLIO SECURITIES. Each Fund may lend its portfolio securities
in an amount not exceeding 33-1/3% of its total assets to financial institutions
such as banks and brokers if the loan is collateralized in accordance with
applicable regulations. Under the present regulatory requirements which govern
loans of portfolio securities, the loan collateral must, on each business day,
at least equal the value of the loaned securities and must consist of cash,
letters of credit of domestic banks or domestic branches of foreign banks, or
securities of the U.S. Government or its agencies. To be acceptable as
collateral, letters of credit must obligate a bank to pay amounts demanded by a
Fund if the demand meets the terms of the letter. Such terms and the issuing
bank would have to be satisfactory to a Fund. Any loan might be secured by any
one or more of the three types of collateral. The terms of each Fund's loans
must permit the Fund to reacquire loaned securities on five days' notice or in
time to vote on any serious matter and must meet certain tests under the
Internal Revenue Code (the "Code").

ILLIQUID SECURITIES. Each Fund may not invest more than 15% of the value of
its net assets in securities that at the time of purchase have legal or
contractual restrictions on resale or are otherwise illiquid. The Adviser will

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<PAGE>
monitor the amount of illiquid securities in each Fund's portfolio, under the
supervision of the Trust's Board of Trustees, to ensure compliance with the
Fund's investment restrictions.

Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933 (the "Securities Act"), securities
which are otherwise not readily marketable and repurchase agreements having a
maturity of longer than seven days. Securities which have not been registered
under the Securities Act are referred to as private placement or restricted
securities and are purchased directly from the issuer or in the secondary
market. Mutual funds do not typically hold a significant amount of these
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities and a Fund might be unable
to dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemption requests
within seven days. A Fund might also have to register such restricted securities
in order to dispose of them, resulting in additional expense and delay. Adverse
market conditions could impede such a public offering of securities.

In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments. These securities might adversely affected if qualified
institutional buyers were unwilling to purchase such securities. If such
securities are subject to purchase by institutional buyers in accordance with
Rule 144A promulgated by the SEC under the Securities Act, the Trust's Board of
Trustees may determine that such securities are not illiquid securities
notwithstanding their legal or contractual restrictions on resale. In all other
cases, however, securities subject to restrictions on resale will be deemed
illiquid.

WHEN-ISSUED SECURITIES. Each Fund may from time to time purchase securities
on a "when- issued" basis. The price of such securities, which may be expressed
in yield terms, is fixed at the time the commitment to purchase is made, but
delivery and payment for the when-issued securities take place at a later date.
Normally, the settlement date occurs within one month of the purchase; during
the period between purchase and settlement, no payment is made by a Fund to the
issuer and no interest accrues to the Fund. To the extent that assets of a Fund
are held in cash pending the settlement of a purchase of securities, the Fund
would earn no income; however, it is the Fund's intention to be fully invested
to the extent practicable and subject to the policies stated above. While
when-issued securities may be sold prior to the settlement date, each Fund
intends to purchase such securities with the purpose of actually acquiring them
unless a sale appears desirable for investment reasons. At the time a Fund makes
the commitment to purchase a security on a when-issued basis, it will record the
transaction and reflect the value of the security in determining its net asset
value. The market value of the when-issued securities may be more or less than

B-15
<PAGE>
the purchase price. Each Fund does not believe that its net asset value or
income will be adversely affected by its purchase of securities on a when-issued
basis. A Fund will segregate liquid securities equal in value to commitments for
when-issued securities.

SHORT SALES. Each Fund is authorized to make short sales of securities. In
a short sale, a Fund sells a security which it does not own, in anticipation of
a decline in the market value of the security. To complete the sale, a Fund must
borrow the security (generally from the broker through which the short sale is
made) in order to make delivery to the buyer. The Fund is then obligated to
replace the security borrowed by purchasing it at the market price at the time
of replacement. The Fund is said to have a "short position" in the securities
sold until it delivers them to the broker. The period during which the Fund has
a short position can range from as little as one day to more than a year. Until
the security is replaced, the proceeds of the short sale are retained by the
broker, and the Fund is required to pay to the broker a negotiated portion of
any dividends or interest which accrue during the period of the loan. To meet
current margin requirements, the Fund is also required to deposit with the
broker additional cash or securities so that the total deposit with the broker
is maintained daily at 150% of the current market value of the securities sold
short (100% of the current market value if a security is held in the account
that is convertible or exchangeable into the security sold short within 90 days
without restriction other than the payment of money).

Short sales by a Fund create opportunities to increase the Fund's return
but, at the same time, involve specific risk considerations and may be
considered a speculative technique. Since the Fund in effect profits from a
decline in the price of the securities sold short without the need to invest the
full purchase price of the securities on the date of the short sale, the Fund's
net asset value per share will tend to increase more when the securities it has
sold short decrease in value, and to decrease more when the securities it has
sold short increase in value, than would otherwise be the case if it had not
engaged in such short sales. The amount of any gain will be decreased, and the
amount of any loss increased, by the amount of any premium, dividends or
interest the Fund may be required to pay in connection with the short sale.
Furthermore, under adverse market conditions a Fund might have difficulty
purchasing securities to meet its short sale delivery obligations, and might
have to sell portfolio securities to raise the capital necessary to meet its
short sale obligations at a time when fundamental investment considerations
would not favor such sales.

SHORT-TERM INVESTMENTS. Each Fund may invest in any of the following securities
and instruments:

CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND TIME DEPOSITS. Each Fund
may acquire certificates of deposit, bankers' acceptances and time deposits.
Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank for a definite period of time and earning a
specified return. Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank, meaning in effect that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Certificates of deposit and bankers' acceptances acquired by a Fund will be
dollar-denominated obligations of domestic banks, savings and loan associations
or financial institutions which, at the time of purchase, have capital, surplus

B-16
<PAGE>
and undivided profits in excess of $100 million (including assets of both
domestic and foreign branches), based on latest published reports, or less than
$100 million if the principal amount of such bank obligations are fully insured
by the U.S. Government.

In addition to purchasing certificates of deposit and bankers' acceptances,
to the extent permitted under its investment objectives and policies stated
above and in its prospectuses, a Fund may make interest-bearing time or other
interest-bearing deposits in commercial or savings banks. Time deposits are
non-negotiable deposits maintained at a banking institution for a specified
period of time at a specified interest rate.

COMMERCIAL PAPER AND SHORT-TERM NOTES. Each Fund may invest a portion of
its assets in commercial paper and short-term notes. Commercial paper consists
of unsecured promissory notes issued by corporations. Issues of commercial paper
and short-term notes will normally have maturities of less than nine months and
fixed rates of return, although such instruments may have maturities of up to
one year.

Commercial paper and short-term notes will consist of issues rated at the
time of purchase "A-2" or higher by Standard & Poor's Ratings Group, "Prime-1"
or "Prime-2" by Moody's Investors Service, Inc., or similarly rated by another
nationally recognized statistical rating organization or, if unrated, will be
determined by the Adviser to be of comparable quality. These rating symbols are
described in the Appendix.

GOVERNMENT OBLIGATIONS. Each Fund may make short-term investments in U.S.
Government obligations. Such obligations include Treasury bills, certificates of
indebtedness, notes and bonds, and issues of such entities as the Government
National Mortgage Association ("GNMA"), Export- Import Bank of the United
States, Tennessee Valley Authority, Resolution Funding Corporation, Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Farm Credit Banks, Federal Land Banks, Federal Housing Administration,
Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage
Corporation, and the Student Loan Marketing Association.

Some of these obligations, such as those of the GNMA, are supported by the
full faith and credit of the U.S. Treasury; others, such as those of the
Export-Import Bank of United States, are supported by the right of the issuer to
borrow from the Treasury; others, such as those of the FNMA, are supported by
the discretionary authority of the U.S. Government to purchase the agency's
obligations; still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored instrumentalities if it is not obligated to do so
by law.

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<PAGE>
INVESTMENT RESTRICTIONS

The following policies and investment restrictions have been adopted by
each Fund and (unless otherwise noted) are fundamental and cannot be changed
without the affirmative vote of a majority of that Fund's outstanding voting
securities as defined in the 1940 Act. Each Fund may not:

1. Make loans to others, except (a) through the purchase of debt securities
in accordance with its investment objectives and policies, (b) through the
lending of its portfolio securities as described above, or (c) to the extent the
entry into a repurchase agreement is deemed to be a loan.

2. (a) Borrow money, except from banks. Any such borrowing will be made
only if immediately thereafter there is an asset coverage of at least 300% of
all borrowings.

(b) Mortgage, pledge or hypothecate any of its assets except in
connection with any such borrowings.

3. Purchase securities on margin, participate in a joint or joint and
several basis in any securities trading account, or underwrite securities. (Does
not preclude the Fund from obtaining such short-term credit as may be necessary
for the clearance of purchases and sales of its portfolio securities.)

4. Purchase real estate, commodities or commodity contracts (As a matter of
operating policy, the Board of Trustees may authorize the Fund in the future to
engage in certain activities regarding futures contracts for bona fide hedging
purposes; any such authorization will be accompanied by appropriate notification
to shareholders).

5. Invest 25% or more of the market value of its total assets in the
securities of companies engaged in any one industry. (Does not apply to
investment in the securities of the U.S. Government, its agencies or
instrumentalities.) This investment restriction does not apply to the Large Cap
Growth Fund and has not been adopted by that Fund.

6. Issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Fund from (a) making any
permitted borrowings, mortgages or pledges, or (b) entering into options,
futures or repurchase transactions.

7. With respect to 75% of its total assets, invest more than 5% of its
total assets in securities of a single issuer and may not hold more than 10% of
the voting securities of such issuer. (Does not apply to investment in the
securities of the U.S. Government, its agencies or instrumentalities.) This
investment restriction does not apply to the Large Cap Growth Fund and has not
been adopted by that Fund.

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<PAGE>
Each Fund observes the following policies, which are not deemed fundamental
and which may be changed without shareholder vote. Each Fund may not:

8. Invest in any issuer for purposes of exercising control or management

9. Invest in securities of other investment companies except as permitted
under the Investment Company Act of 1940.

10. Invest, in the aggregate, more than 15% of its net assets in securities
with legal or contractual restrictions on resale, securities which are not
readily marketable and repurchase agreements with more than seven days to
maturity.

11. With respect to fundamental investment restriction 2(a) above, the Fund
will not purchase portfolio securities while outstanding borrowings exceed 5% of
its assets.

If a percentage restriction set forth in the prospectuses or in this SAI is
adhered to at the time of investment, a subsequent increase or decrease in a
percentage resulting from a change in the values of assets will not constitute a
violation of that restriction, except with respect to borrowing or the purchase
of restricted or illiquid securities.

DISTRIBUTIONS AND TAX INFORMATION

DISTRIBUTIONS

Dividends from net investment income and distributions from net profits
from the sale of securities are generally made annually, as described in the
Prospectuses. Also, each Fund expects to distribute any undistributed net
investment income on or about December 31 of each year. Any net capital gains
realized through the period ended October 31 of each year will also be
distributed by December 31 of each year.

Each distribution by a Fund is accompanied by a brief explanation of the
form and character of the distribution. In January of each year the Funds will
issue to each shareholder a statement of the federal income tax status of all
distributions.

TAX INFORMATION

Each series of the Trust is treated as a separate entity for federal income
tax purposes. Each Fund intends to qualify and elect to be treated as a
regulated investment company under Subchapter M of the Code, provided it
complies with all applicable requirements regarding the source of its income,
diversification of its assets and timing of distributions. Each Fund's policy is
to distribute to shareholders all of its investment company taxable income and
any net realized long-term capital gains for each fiscal year in a manner that
complies with the distribution requirements of the Code, so that the Fund will
not be subject to any federal income or excise taxes. To comply with the
requirements, each Fund must also distribute (or be deemed to have distributed)
by December 31 of each calendar year (I) at least 98% of ordinary income for
such year, (ii) at least 98% of the excess of realized capital gains over
realized capital losses for the 12-month period ending on October 31 during such
year and (iii) any amounts from the prior calendar year that were not
distributed and on which the Fund paid no federal income tax.

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<PAGE>
Net investment income consists of interest and dividend income, less
expenses. Net realized capital gains for a fiscal period are computed by taking
into account any capital loss carryforward of a Fund.

Distributions of net investment income and net short-term capital gains are
taxable to shareholders as ordinary income. In the case of corporate
shareholders, a portion of the distributions may qualify for the intercorporate
dividends-received deduction to the extent a Fund designates the amount
distributed as a qualifying dividend. The aggregate amount so designated cannot,
however, exceed the aggregate amount of qualifying dividends received by the
Fund for its taxable year. In view of each Fund's investment policies, it is
expected that dividends from domestic corporations may be part of the Fund's
gross income and that, accordingly, part of the distributions by the Fund may be
eligible for the dividends-received deduction for corporate shareholders.
However, the portion of a Fund's gross income attributable to qualifying
dividends is largely dependent on the Fund's investment activities for a
particular year and therefore cannot be predicted with any certainty. The
deduction may be reduced or eliminated if Fund shares held by a corporate
investor are treated as debt-financed or are held for less than 46 days.

Distributions of the excess of net long-term capital gains over net
short-term capital losses are taxable to shareholders as long-term capital
gains, regardless of the length of time they have held their shares. Capital
gains distributions are not eligible for the dividends-received deduction
referred to in the previous paragraph. Distributions of any net investment
income and net realized capital gains will be taxable as described above,
whether received in shares or in cash. Shareholders electing to receive
distributions in the form of additional shares will have a cost basis for
federal income tax purposes in each share so received equal to the net asset
value of a share on the reinvestment d Distributions are generally taxable when
received. However, distributions declared in October, November or December to
shareholders of record on a date in such a month and paid the following January
are taxable as if received on December 31. Distributions are includable in
alternative minimum taxable income in computing a shareholder's liability for
the alternative minimum tax.

A redemption or exchange of Fund shares may result in recognition of a
taxable gain or loss. In determining gain or loss from an exchange of Fund
shares for shares of another mutual fund, the sales charge incurred in
purchasing the shares that are surrendered will be excluded from their tax basis
to the extent that a sales charge that would otherwise be imposed in the
purchase of the shares received in the exchange is reduced. Any portion of a
sales charge excluded from the basis of the shares surrendered will be added to
the basis of the shares received. Any loss realized upon a redemption or
exchange may be disallowed under certain wash sale rules to the extent shares of
the same Fund are purchased (through reinvestment of distributions or otherwise)
within 30 days before or after the redemption or exchange.

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<PAGE>
Under the Code, each Fund will be required to report to the Internal
Revenue Service all distributions of taxable income and capital gains as well as
gross proceeds from the redemption or exchange of Fund shares, except in the
case of exempt shareholders, which includes most corporations. Pursuant to the
backup withholding provisions of the Code, distributions of any taxable income
and capital gains and proceeds from the redemption of Fund shares may be subject
to withholding of federal income tax at the rate of 31 percent in the case of
non-exempt shareholders who fail to furnish the Fund with their taxpayer
identification numbers and with required certifications regarding their status
under the federal income tax law. If the withholding provisions are applicable,
any such distributions and proceeds, whether taken in cash or reinvested in
additional shares, will be reduced by the amounts required to be withheld.
Corporate and other exempt shareholders should provide a Fund with their
taxpayer identification numbers or certify their exempt status in order to avoid
possible erroneous application of backup withholding. Each Fund reserves the
right to refuse to open an account for any person failing to provide a certified
taxpayer identification number.

If more than 50% in value of the total assets of the International Growth
Fund at the end of its fiscal year is invested in stock or securities of foreign
corporations, the Fund may elect to pass through to its shareholders the pro
rata share of all foreign income taxes paid by the Fund. If this election is
made, shareholders will be (i) required to include in their gross income their
pro rata share of the Fund's foreign source income (including any foreign income
taxes paid by the Fund), and (ii) entitled either to deduct their share of such
foreign taxes in computing their taxable income or to claim a credit for such
taxes against their U.S. income tax, subject to certain limitations under the
Code, including certain holding period requirements. In this case, shareholders
will be informed in writing by the Fund at the end of each calendar year
regarding the availability of any credits on and the amount of foreign source
income (including or excluding foreign income taxes paid by the Fund) to be
included in their income tax returns. If not more than 50% in value of the
Fund's total assets at the end of its fiscal year is invested in stock or
securities of foreign corporations, the Fund will not be entitled under the Code
to pass through to its shareholders their pro rata share of the foreign taxes
paid by the Fund. In this case, these taxes will be taken as a deduction by the
Fund.

Each Fund may be subject to foreign withholding taxes on dividends and
interest earned with respect to securities of foreign corporations.

The use of hedging strategies, such as entering into forward contracts,
involves complex rules that will determine the character and timing of
recognition of the income received in connection therewith by a Fund. Income
from foreign currencies (except certain gains therefrom that may be excluded by
future regulations) and income from transactions in forward contracts derived by
a Fund with respect to its business of investing in securities or foreign
currencies will qualify as permissible income under Subchapter M of the Code.

Any security or other position entered into or held by a Fund that
substantially diminishes a Fund's risk of loss from any other position held by
the Fund may constitute a "straddle" for federal income tax purposes. In
general, straddles are subject to certain rules that may affect the amount,
character and timing of a Fund's gains and losses with respect to straddle
positions by requiring, among other things, that the loss realized on
disposition of one position of a straddle be deferred until gain is realized on

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<PAGE>
disposition of the offsetting position; that a Fund's holding period in certain
straddle positions not begin until the straddle is terminated (possibly
resulting in the gain being treated as short-term capital gain rather than
long-term capital gain); and that losses recognized with respect to certain
straddle positions, which would otherwise constitute short-term capital losses,
be treated as long-term capital losses. Different elections are available to a
Fund that may mitigate the effects of the straddle rules.

Certain forward contracts that are subject to Section 1256 of the Code
("Section 1256 Contracts") and that are held by a Fund at the end of its taxable
year generally will be required to be "marked to market" for federal income tax
purposes, that is, deemed to have been sold at market value. Sixty percent of
any net gain or loss recognized on these deemed sales and 60% of any net gain or
loss realized from any actual sales of Section 1256 Contracts will be treated as
long-term capital gain or loss, and the balance will be treated as short-term
capital gain or loss.

Section 988 of the Code contains special tax rules applicable to certain
foreign currency transactions that may affect the amount, timing and character
of income, gain or loss recognized by a Fund. Under these rules, foreign
exchange gain or loss realized with respect to foreign currency forward
contracts is treated as ordinary income or loss. Some part of a Fund's gain or
loss on the sale or other disposition of shares of a foreign corporation may,
because of changes in foreign currency exchange rates, be treated as ordinary
income or loss under Section 988 of the Code rather than as capital gain or
loss.

Each Fund will not be subject to tax in the Commonwealth of Massachusetts
as long as it qualifies as a regulated investment company for federal income tax
purposes. Distributions and the transactions referred to in the preceding
paragraphs may be subject to state and local income taxes, and the tax treatment
thereof may differ from the federal income tax treatment. Moreover, the above
discussion is not intended to be a complete discussion of all applicable federal
tax consequences of an investment in the Funds. Shareholders are advised to
consult with their own tax advisers concerning the application of federal, state
and local taxes to an investment in the Funds.

The foregoing discussion of U.S. federal income tax law relates solely to
the application of that law to U.S. citizens or residents and U.S. domestic
corporations, partnerships, trusts and estates. Each shareholder who is not a
U.S. person should consider the U.S. and foreign tax consequences of ownership
of shares of the Funds, including the possibility that such a shareholder may be
subject to a U.S. withholding tax at a rate of 30 percent (or at a lower rate
under an applicable income tax treaty) on amounts constituting ordinary income.

This discussion and the related discussion in the Prospectuses have been
prepared by Fund management, and counsel to the Funds has expressed no opinion
in respect thereof.

B-22
<PAGE>
TRUSTEES AND EXECUTIVE OFFICERS

The Trustees of the Trust, who were elected for an indefinite term by the
initial shareholders of the Trust, are responsible for the overall management of
the Trust, including general supervision and review of the investment activities
of the Funds. The Trustees, in turn, elect the officers of the Trust, who are
responsible for administering the day-to-day operations of the Trust and its
separate series. The current Trustees and officers, their affiliations, dates of
birth and principal occupations for the past five years are set forth below.
Unless noted otherwise, each person has held the position listed for a minimum
of five years.

Steven J. Paggioli,* 04/03/50 President and Trustee
915 Broadway, New York, New York 10010. Executive Vice President, The Wadsworth
Group (consultants) and Investment Company Administration, LLC ("ICA") (mutual
fund administrator and the Trust's administrator),and Vice President and
Secretary of First Fund Distributors, Inc. ("FFD") (a registered broker-dealer
and the Funds' Distributor).

Dorothy A. Berry, 08/12/43 Chairman and Trustee
14 Five Roses East, Ancram, NY 12502. President, Talon Industries (venture
capital and business consulting); formerly Chief Operating Officer, Integrated
Asset Management (investment adviser and manager) and formerly President, Value
Line, Inc., (investment advisory and financial publishing firm).

Wallace L. Cook 09/10/39 Trustee
One Peabody Lane, Darien, CT 06820. Retired. Formerly Senior Vice President,
Rockefeller Trust Co. Financial Counselor, Rockefeller & Co.

Carl A. Froebel 05/23/38 Trustee
2 Crown Cove Lane, Savannah, GA 31411. Private Investor. Formerly Managing
Director, Premier Solutions, Ltd. (computer software); formerly President and
Founder, National Investor Data Services, Inc. (investment related computer
software).

Rowley W.P. Redington 06/01/44 Trustee
1191 Valley Road, Clifton, New Jersey 07103. President; Intertech (consumer
electronics and computer service and marketing); formerly Vice President, PRS of
New Jersey, Inc. (management consulting), and Chief Executive Officer, Rowley
Associates (consultants).

Robert M. Slotky* 6/17/47 Treasurer
2020 E. Financial Way, Suite 100, Glendora, California 91741. Senior Vice
President, ICA since May 1997; former instructor of accounting at California
State University-Northridge (1997); Chief Financial Officer, Wanger Asset
Management L.P. and Treasurer of Acorn Investment Trust (1992- 1996).

Robin Berger* 11/17/56 Secretary
915 Broadway, New York, New York 10010. Vice President, The Wadsworth Group.

Robert H. Wadsworth* 01/25/40 Vice President
4455 E. Camelback Road, Suite 261E, Phoenix, Arizona 85018. President of The
Wadsworth Group, ICA and FFD.

----------
* Indicates an "interested person" of the Trust as defined in the 1940 Act.

B-23
<PAGE>
Set forth below is the rate of compensation received by the following
Trustees from all portfolios of the Trust. This total amount is allocated among
the portfolios. Disinterested Trustees receive an annual retainer of $10,000 and
a fee of $2,500 for each regularly scheduled meeting. These Trustees also
receive a fee of $1,000 for any special meeting attended. The Chairman of the
Board of Trustees receives an additional annual retainer of $5,000.
Disinterested trustees are also reimbursed for expenses in connection with each
Board meeting attended. No other compensation or retirement benefits were
received by any Trustee from the portfolios of the Trust.

Name of Trustee Total Annual Compensation
--------------- -------------------------
Dorothy A. Berry $25,000
Wallace L. Cook $20,000
Carl A. Froebel $20,000
Rowley W.P. Redington $20,000

During the fiscal year ended March 31, 2000, Trustees's fees and expenses
in the amount of $3,560 and $4,015 were allocated to the Large Cap Growth Fund
and the Aggressive Growth Fund, respectively, For the period June 30, 1999
(commencement of operations) through March 31, 2000, Trustees fees and expenses
in the amount of $5,099 were allocated to the International Fund. For the period
September 30, 1999 (commencement of operations) through March 31, 2000, Trustees
fees and expenses in the amount of $1,410 were allocated to the Technology Fund.
As of the date of this SAI, the Trustees and officers of the Trust as a group
did not own more than 1% of the outstanding shares of any Fund.

THE FUNDS' INVESTMENT ADVISER

As stated in the Prospectuses, investment advisory services are provided to
the Funds by Duncan-Hurst Capital Management Inc., the Adviser, pursuant to
Investment Advisory Agreements. After its initial two year term, each Investment
Advisory Agreement continues in effect for successive annual periods so long as
such continuation is approved at least annually by the vote of (1) the Board of
Trustees of the Trust (or a majority of the outstanding shares of the Fund to
which the agreement applies), and (2) a majority of the Trustees who are not
interested persons of any party to the Agreement, in each case cast in person at
a meeting called for the purpose of voting on such approval. Any such agreement
may be terminated at any time, without penalty, by either party to the agreement
upon sixty days' written notice and is automatically terminated in the event of
its "assignment," as defined in the 1940 Act.

For the fiscal year ended March 31, 2000, the Large Cap Growth Fund accrued
$8,027 in advisory fees, all of which was waived by the Adviser. For the same
period, the Adviser reimbursed the Fund an additional $119,957 in expenses.

B-24
<PAGE>
For the fiscal year ended March 31, 2000, the Aggressive Growth Fund
accrued $130,315 in advisory fees, all of which was waived by the Adviser. For
the same period, the Adviser reimbursed the Fund an additional $36,580 in
expenses.

For the period June 30, 1999 through March 31, 2000, the International
Growth Fund accrued $276,680 in advisory fees, of which $187,219 was waived by
the Adviser.

For the period September 30, 1999 through March 31, 2000, the Technology
Fund accrued $10,159 in advisory fees, all of which was waived by the Adviser.
For the same period, the Adviser reimbursed the Fund an additional $41,135 in
expenses.

THE FUNDS' ADMINISTRATOR

Each Fund has an Administration Agreement with Investment Company
Administration, LLC (the "Administrator"), a corporation partly owned and
controlled by Messrs. Paggioli and Wadsworth with offices at 2020 East Financial
Way, Ste. 100, Glendora, CA 91741 and 4455 E. Camelback Rd., Ste. 261-E,
Phoenix, AZ 85018. Each Administration Agreement provides that the Administrator
will prepare and coordinate reports and other materials supplied to the
Trustees; prepare and/or supervise the preparation and filing of all securities
filings, periodic financial reports, prospectuses, statements of additional
information, marketing materials, tax returns, shareholder reports and other
regulatory reports or filings required of the Funds; prepare all required
filings necessary to maintain each Fund's ability to sell shares in all states
where it currently does, or intends to do business; coordinate the preparation,
printing and mailing of all materials (e.g., annual reports) required to be sent
to shareholders; coordinate the preparation and payment of Fund related
expenses; monitor and oversee the activities of the Funds' servicing agents
(i.e., transfer agent, custodian, fund accountants, etc.); review and adjust as
necessary each Fund's daily expense accruals; and perform such additional
services as may be agreed upon by the Funds and the Administrator.

For its services, the Administrator receives a monthly fee from each Fund.
This fee is calculated based on the total average daily net assets of all the
Funds and then allocated among the Funds based on each Fund's relative daily net
assets. The annual rates are as follows:

First $75 million 0.20%*
Next $75 million 0.15%
Next $50 million 0.10%
Thereafter 0.05%

* Subject to a minimum fee of $35,000 per Fund.

For the fiscal year ended March 31, 2000, the Administrator received fees
of $27,616 and $43,806 from the Large Cap Growth Fund and the Aggressive Growth
Fund, respectively. For the period June 30, 1999 through March 31, 2000, the
Administrator received fees of $50,045 from the International Growth Fund. For
the period September 30, 1999 through March 31, 2000, the Administrator received
fees of $10,000 from the Technology Fund.

B-25
<PAGE>
THE FUNDS' DISTRIBUTOR

First Fund Distributors, Inc., (the "Distributor"), a corporation
partly owned by Messrs. Paggioli and Mr. Wadsworth, acts as the Funds' principal
underwriter in a continuous public offering of each Fund's shares. After its
initial two year term, the Distribution Agreement between the Funds and the
Distributor continues in effect for periods not exceeding one year if approved
at least annually by (I) the Board of Trustees or the vote of a majority of the
outstanding shares of the Fund to which the Distribution Agreement applies (as
defined in the 1940 Act) and (ii) a majority of the Trustees who are not
interested persons of any such party, in each case cast in person at a meeting
called for the purpose of voting on such approval. The Distribution Agreement
may be terminated without penalty by the parties thereto upon sixty days'
written notice, and is automatically terminated in the event of its assignment
as defined in the 1940 Act.

Each Fund has adopted a Distribution Plan in accordance with Rule 12b-1
(the "Plan") under the 1940 Act that permits the Funds to pay distribution fees
for the sale and distribution of its Class R shares. The Plan provides that each
Fund will pay a fee to the Adviser as Distribution Coordinator at an annual rate
of up to 0.25% of the average daily net assets of each Fund's Class R shares.
The fee is paid to the Adviser as reimbursement for, or in anticipation of,
expenses incurred for distribution related activity.

For the fiscal year ended March 31, 2000, the Large Cap Growth Fund
paid fees of $2,007 under its Plan, of which $1,227 was paid out as selling
compensation to dealers, $177 was for reimbursement of printing, postage and
office expenses, $525 was for reimbursement of advertising and marketing
materials expenses and $77 was for miscellaneous other expenses.

For the fiscal year ended March 31, 2000, the Aggressive Growth Fund paid
fees of $13,566 under its Plan, of which $6,506 was paid out as selling
compensation to dealers, $1,200 was for reimbursement of printing, postage and
office expenses, $1,774 was for compensation to the Adviser, as Distribution
Coordinator, $3,556 was for reimbursement of advertising and marketing materials
expenses and $519 was for miscellaneous other expenses.

For the period June 30, 1999 through March 31, 2000, the International
Growth Fund paid fees of $4,696 under its Plan, of which $2,696 was paid out as
selling compensation to dealers, $293 was for reimbursement of printing, postage
and office expenses, $1,537 was for reimbursement of advertising and marketing
materials expenses and $170 was for miscellaneous other expenses.

B-26
<PAGE>
For the period September 30, 1999 through March 31, 2000, the Technology
Fund paid fees of $2,540 under its Plan, of which $656 was paid out as selling
compensation to dealers, $535 was for reimbursement of printing, postage and
office expenses, $1,160 was for reimbursement of advertising and marketing
materials expenses and $190 was for miscellaneous other expenses.

EXECUTION OF PORTFOLIO TRANSACTIONS

Pursuant to the Investment Advisory Agreements, the Adviser determines
which securities are to be purchased and sold by each Fund and which brokers and
dealers will be used to execute a Fund's portfolio transactions. Purchases and
sales of securities in the over-the-counter market will be executed directly
with a "market-maker" unless, in the Adviser's opinion, a better price and
execution can otherwise be obtained by using a broker for the transaction.

Where possible, transactions are effected with dealers (including banks)
that specialize in the types of securities a Fund will hold, unless better
executions are available elsewhere. Transactions with market-makers include a
"spread" between the market-maker's bid and asked prices and may also include a
markup from the asked price (in the case of a purchase) or markdown from the bid
price (in the case of a sale). Transactions with other dealers may also include
such a markup or markups. Each Fund may also buy securities directly from
issuers or from underwriters in public offerings. Purchases from underwriters
include a "spread" between the public offering price and the discounted price
paid by the underwriter to the issuer.

In placing portfolio transactions, the Adviser uses its best efforts to
choose a broker or dealer that will provide the most favorable price and
execution available (known as "best execution"). In assessing a broker's or
dealer's ability to provide such price and execution, the Adviser will consider
a broad range of factors, including the difficulty of executing the particular
transaction, the d risk in positioning a block of securities, the clearance,
settlement, and other operational capabilities of the broker or dealer generally
and in connection with securities of the type involved, the bs or dealer's
ability and willingness to commit its capital to facilitate transactions (by
participating for its own account); the broker's or dealer's ability and
willingness to commit its capital to facilitate transactions (by participating
for its own account); the broker's or dealer's reliability, integrity and
financial stability; and the importance of speed or confidentiality in the
particular transaction.

Where the Adviser determines that more than one broker can provide best
execution, the Adviser may also consider whether one or more of such brokers has
provided or is willing to provide "research," services or products to the
Adviser, even if the commissions a Fund will pay are higher than the lowest
commission available. This is known as paying for those services or products
with "soft dollars." Because "research" services or products may benefit the
Adviser, the Adviser may be considered to have a conflict of interest in
allocating brokerage business, including an incentive to cause a Fund to effect
more transactions than it might otherwise do. A federal statute protects
investment advisers from liability for such conflicts of interest as long as,

B-27
<PAGE>
among other things, the adviser determines in good faith that the commissions
paid are reasonable in light of the value of both the brokerage services and the
research acquired. For these purposes, "research" includes all services or
products the Adviser uses to lawfully and appropriately assist it in discharging
its investment advisory duties. Examples of the types of research services and
products the Adviser may acquire include economic surveys, data and analyses;
financial publications; recommendations or other information about particular
companies and industries (through research reports and otherwise); financial
database software and services, analytical software and computer hardware used
in investment analysis and decisionmaking. The Adviser may use soft dollars from
a Fund's securities transactions to acquire research services or products that
are not directly useful to a Fund and that may be useful to the Adviser in
advising other clients.

In selecting brokers and dealers the Adviser may also consider whether a
broker or dealer has paid or is willing to pay expenses that a Fund would
otherwise bear in recognition of transaction business. This use of a Fund's soft
dollars does not generally involve a conflict of interest on the Adviser's part,
except to the extent it reduces Fund expenses that the Adviser might otherwise
be obligated to consider it appropriate to defray out of its own resources.

The Adviser may consider the extent to which a broker or dealer has sold
Fund shares in determining whether to use that broker or dealer for portfolio
transactions. The Funds do not use the Distributor to execute portfolio
transactions.

The Adviser manages a number of accounts with substantially the same
objectives as the Funds' and other accounts with objectives that are similar in
some respects to those of the Funds. As a result, purchases and sales of the
same security are often acceptable and desirable for a Fund and for other
accounts the Adviser manages at the same time. The Adviser attempts to allocate
transaction and investment opportunities among the Funds and its clients on an
equitable basis, considering each account's objectives, programs, limitations
and capital available for investment. However, transactions for such other
accounts could differ in substance, timing and amount from transactions for the
Funds. To the extent a Fund and other accounts seek to acquire the same security
simultaneously, the Fund may not be able to acquire as large a portion of the
security as it desires, or it may have to pay a higher price for the security.
Similarly, a Fund may not be able to obtain as high a price for, or as large an
execution of, an order to sell a security at the same time sales are being made
for other of the Adviser's clients. When a Fund and one or more of such accounts
seek to buy or sell the same security simultaneously, each day's transactions in
the security will be allocated among the Funds and the other accounts in a
manner the Adviser deems equitable, generally based on order size, each
participating account will receive the average price and will bear a
proportionate share of all transactions costs, based on the size of that
account's order. This could have a detrimental effect on the price or value the
Funds receive in transactions. However, it is believed that over time the Funds'
ability to participate in volume transactions and a systematic approach to
allocating transaction opportunities is equitable and results in better overall
executions for the Funds.

B-28
<PAGE>
For the fiscal year ended March 31, 2000, the Large Cap Growth Fund paid
$1,005 in brokerage commissions with respect to portfolio transactions. Of such
amount $410 was paid to firms for research, statistical or other services
provided to the Adviser.

For the fiscal year ended March 31, 2000, the Aggressive Growth Fund paid
$894 in brokerage commissions with respect to portfolio transactions. Of such
amount $4,513 was paid to firms for research, statistical or other services
provided to the Adviser.

For the period June 30, 1999 through March 31, 2000, the International
Growth Fund paid $292,239 in brokerage commissions with respect to portfolio
transactions. Of such amount $116,384 was paid to firms for research,
statistical or other services provided to the Adviser.

For the period September 30, 1999 through March 31, 2000, the Technology
Fund paid $268 in brokerage commissions with respect to portfolio transactions.
Of such amount $20 was paid to firms for research, statistical or other services
provided to the Adviser.

PORTFOLIO TURNOVER

Although each Fund generally will not invest for short-term trading
purposes, portfolio securities may be sold without regard to the length of time
they have been held when, in the opinion of the Adviser, investment
considerations warrant such action. Portfolio turnover rate is calculated by
dividing (1) the lesser of purchases or sales of portfolio securities for the
fiscal year by (2) the monthly average of the value of portfolio securities
owned during the fiscal year. A 100% turnover rate would occur if all the
securities in a Fund's portfolio, with the exception of securities whose
maturities at the time of acquisition were one year or less, were sold and
either repurchased or replaced within one year. A high rate of portfolio
turnover (100% or more) generally leads to higher transaction costs and may
result in a greater number of taxable transactions. See "Execution of Portfolio
Transactions." For the fiscal year ended March 31, 2000, the Large Cap Growth
Fund and the Aggressive Growth Fund had a portfolio turnover rate of 247.40% and
239.99%, respectively. For the period June 30, 1999 through March 31, 2000, the
International Growth Fund had a portfolio turnover rate of 161.42%. For the
period September 30, 2999 through March 31, 2000, the Technology Fund had a
portfolio turnover rate of 97.84%.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The information provided below supplements the information contained in the
Funds' Prospectuses regarding the purchase and redemption of Fund shares.

HOW TO BUY SHARES

You may purchase shares of the Funds from selected securities brokers,
dealers or financial intermediaries. Investors should contact these agents
directly for appropriate instructions, as well as information pertaining to
accounts and any service or transaction fees that may be charged by those

B-29
<PAGE>
agents. Purchase orders through securities brokers, dealers and other financial
intermediaries are effected at the next-determined net asset value after receipt
of the order by such agent before the Funds' daily cutoff time. Orders received
after that time will be purchased at the next-determined net asset value.

BUYING SHARES THROUGH THE AUTOMATIC INVESTMENT PLAN

Investors purchasing Class R shares can make regular investments of $100 or
more per transaction through automatic periodic deductions from your bank
checking or savings account. Shareholders electing to start this Systematic
Investment Plan when opening an account should complete the Automatic Investment
Plan section of the Account Application. Current shareholders may begin such a
plan at any time by sending a signed letter and a deposit slip or voided check
to the Transfer Agent. Call the Transfer Agent at (800) 558-9105 for complete
instructions.

BUYING SHARES BY PAYMENT IN KIND

In certain situations, Fund shares may be purchased by tendering payment in
kind in the form of shares of stock, bonds or other securities. Any securities
used to buy Fund shares must be readily marketable, their acquisition consistent
with the Fund's objective and otherwise acceptable to the Adviser. For further
information, call the Fund at (800) 558-9105.

The public offering price of Fund shares is the net asset value. Each Fund
receives the net asset value. Shares are purchased at the public offering price
next determined after the Transfer Agent receives your order in proper form as
discussed in the Funds' Prospectus. In most cases, in order to receive that
day's public offering price, the Transfer Agent must receive your order in
proper form before the close of regular trading on the New York Stock Exchange
("NYSE"). If you buy shares through your investment representative, the
representative must receive your order before the close of regular trading on
the NYSE to receive that day's public offering price. Orders are in proper form
only after funds are converted to U.S. funds.

The NYSE annually announces the days on which it will not be open for
trading. The most recent announcement indicates that it will not be open on the
following days: New Year's Day, Martin Luther King Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. However, the NYSE may close on days not included in that
announcement.

If you are considering redeeming, exchanging or transferring shares to
another person shortly after purchase, you should pay for those shares with a
certified check to avoid any delay in redemption, exchange or transfer.
Otherwise the Funds may delay payment until the purchase price of those shares
has been collected or, if you redeem or exchange by telephone, until 15 calendar
days after the purchase date. To eliminate the need for safekeeping, the Funds
will not issue certificates for your shares unless you request them.

B-30
<PAGE>
The Trust reserves the right in its sole discretion (i) to suspend the
continued offering of each Fund's shares, (ii) to reject purchase orders in
whole or in part when in the judgment of the Adviser or the Distributor such
rejection is in the best interest of the Fund, and (iii) to reduce or waive the
minimum for initial and subsequent investments for certain fiduciary accounts,
for employees of the Adviser or under circumstances where certain economies can
be achieved in sales of a Fund's shares.

HOW TO SELL SHARES

You can sell your Fund shares any day the NYSE is open for regular trading,
either directly to the Fund or through your investment representative. Each Fund
will forward redemption proceeds or redeem shares for which it has collected
payment of the purchase price.

Payments to shareholders for Fund shares redeemed directly from a Fund will
be made as promptly as possible but no later than seven days after receipt by
the Fund's Transfer Agent of the written request in proper form, with the
appropriate documentation as stated in the Funds' Prospectuses, except that each
Fund may suspend the right of redemption or postpone the date of payment during
any period when (a) trading on the NYSE is restricted as determined by the SEC
or the NYSE is closed for other than weekends and holidays; (b) an emergency
exists as determined by the SEC making disposal of portfolio securities or
valuation of net assets of a Fund not reasonably practicable; or (c) for such
other period as the SEC may permit for the protection of a Fund's shareholders.
At various times, a Fund may be requested to redeem shares for which it has not
yet received confirmation of good payment. In this circumstance, the Fund may
delay the redemption until payment for the purchase of such shares has been
collected and confirmed to the Fund.

SELLING SHARES DIRECTLY TO THE FUNDS

Send a signed letter of instruction to the Transfer Agent. The price you
will receive is the next net asset value calculated after the Fund receives your
request in proper form. In order to receive that day's net asset value, the
Transfer Agent must receive your request before the close of regular trading on
the NYSE.

SELLING SHARES THROUGH YOUR INVESTMENT REPRESENTATIVE

Your investment representative must receive your request before the close
of regular trading on the NYSE to receive that day's net asset value. Your
investment representative will be responsible for furnishing all necessary
documentation to the Transfer Agent, and may charge you for its services. If you
sell shares having a net asset value of $100,000 a signature guarantee is
required.

If you want your redemption proceeds sent to an address other than your
address as it appears on the Transfer Agent's records, a signature guarantee is
required. The Funds may require additional documentation for the sale of shares
by a corporation, partnership, agent or fiduciary, or a surviving joint owner.
Contact the Transfer Agent for details.

B-31
<PAGE>
Signature guarantees may be obtained from a bank, broker-dealer, credit
union (if authorized under state law), securities exchange or association,
clearing agency or savings institution. A notary public cannot provide a
signature guarantee.

DELIVERY OF PROCEEDS

Each Fund generally sends you payment for your shares the business day
after your request is received in proper form, assuming the Fund has collected
payment of the purchase price of your shares. Under unusual circumstances, a
Fund may suspend redemptions, or postpone payment for more than seven days, as
permitted by federal securities law.

TELEPHONE REDEMPTIONS

Upon receipt of any instructions or inquiries by telephone from a
shareholder or, if held in a joint account, from either party, or from any
person claiming to be the shareholder, a Fund or its agent is authorized,
without notifying the shareholder or joint account parties, to carry out the
instructions or to respond to the inquiries, consistent with the service options
chosen by the shareholder or joint shareholders in his or their latest Account
Application or other written request for services, including purchasing,
exchanging or redeeming shares of a Fund and depositing and withdrawing monies
from the bank account specified in the shareholder's latest Account Application
or as otherwise properly specified to the Fund in writing.

The Transfer Agent will employ these and other reasonable procedures to
confirm that instructions communicated by telephone are genuine; if it fails to
employ reasonable procedures, a Fund may be liable for any losses due to
unauthorized or fraudulent instructions. An investor agrees, however, that to
the extent permitted by applicable law, neither the Funds nor their agents will
be liable for any loss, liability, cost or expense arising out of any redemption
request, including any fraudulent or unauthorized request. For information,
consult the Transfer Agent.

During periods of unusual market changes and shareholder activity, you may
experience delays in contacting the Transfer Agent by telephone. In this event,
you may wish to submit a written redemption request, as described in the
Prospectuses, or contact your investment representative. The Telephone
Redemption Privilege is not available if you were issued certificates for shares
that remain outstanding. The Telephone Redemption Privilege may be modified or
terminated without notice.

REDEMPTIONS-IN-KIND

Subject to compliance with applicable regulations, each Fund has reserved
the right to pay the redemption price of its shares, either totally or
partially, by a distribution in kind of readily marketable portfolio securities
(instead of cash). The securities so distributed would be valued at the same
amount as that assigned to them in calculating the net asset value for the
shares being sold. If a shareholder receives a distribution in kind, the
shareholder could incur brokerage or other charges in converting the securities
to cash. The Trust has filed an election under Rule 18f-1 committing to pay in
cash all redemptions by a shareholder of record up to amounts specified by the
rule (in excess of the lesser of (i) $250,000 or (ii) 1% of the Fund's assets).

The value of shares on redemption or repurchase may be more or less than
the investor's cost, depending upon the market value of a Fund's portfolio
securities at the time of redemption or repurchase.

B-32
<PAGE>
DETERMINATION OF SHARE PRICE

As noted in the Prospectuses, the net asset value of shares of a Fund will
be determined once daily as of the close of public trading on the New York Stock
Exchange (normally 4:00 p.m. Eastern time) on each day that the Exchange is open
for trading. It is expected that the Exchange will be closed on Saturdays and
Sundays and on New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas. The Funds do not expect to determine the net asset value of shares on
any day when the Exchange is not open for trading even if there is sufficient
trading in their portfolio securities on such days to materially affect the net
asset value per share. However, the net asset value of Fund shares may be
determined on days the NYSE is closed or at times other than 4:00 p.m. if the
Board of Trustees decides it is necessary.

In valuing each Fund's assets for calculating net asset value, readily
marketable portfolio securities listed on a national securities exchange or on
NASDAQ are valued at the last sale price on the business day as of which such
value is being determined. If there has been no sale on such exchange or on
NASDAQ on such day, the security is valued at the closing bid price on such day.
Readily marketable securities traded only in the over-the-counter market and not
on NASDAQ are valued at the last bid price. If no bid is quoted on such day, the
security is valued by such method as the Board of Trustees of the Trust shall
determine in good faith to reflect the security's fair value. All other assets
of the Funds are valued in such manner as the Board of Trustees in good faith
deems appropriate to reflect their fair value.

Trading in foreign securities markets is normally completed well before the
close of the NYSE. In addition, foreign securities trading may not take place on
all days on which the NYSE is open for trading, and may occur in certain foreign
markets on days on which each Fund's net asset value is not calculated. Events
affecting the values of portfolio securities that occur between the time their
prices are determined and the close of the NYSE will not be reflected in the
calculation of net asset value unless the Board of Trustees deems that the
particular event would affect net asset value, in which case an adjustment will
be made. Assets or liabilities expressed in foreign currencies are translated,
in determining net asset value, into U.S. dollars based on the spot exchange
rates at 1:00 p.m., Eastern time, or at such other rates as the Adviser may
determine to be appropriate.

The net asset value per share of Class R and Class I shares of the Funds
are calculated separately. The net asset value of each class of each Fund is
calculated as follows: all liabilities incurred or accrued are deducted from the
valuation of total assets which includes accrued but undistributed income; the
resulting net assets are divided by the number of shares of the Fund outstanding
at the time of the valuation and the result (adjusted to the nearest cent) is
the net asset value per share. The net asset value of Class R shares and Class I
shares will generally differ because they have different expenses.

B-33
<PAGE>
PERFORMANCE INFORMATION

From time to time, each Fund may state its total return in advertisements
and investor communications. Total return may be stated for any relevant period
as specified in the advertisement or communication. Any statements of total
return will be accompanied by information on a Fund's average annual compounded
rate of return over the most recent four calendar quarters and the period from
the Fund's inception of operations. Each Fund may also advertise aggregate and
average total return information over different periods of time.

Each Fund's total return may be compared to relevant indices, including
Standard & Poor's 500 Composite Stock Index, Russell Midcap Index, Russell 1000
Growth Index, Russell MidCap Growth Index and indices published by Lipper
Analytical Services, Inc. From time to time, evaluations of a Fund's performance
by independent sources may also be used in advertisements and in information
furnished to present or prospective investors in the Fund.

Investors should note that the investment results of each Fund will
fluctuate over time, and any presentation of the Fund's total return for any
period should not be considered as a representation of what an investment may
earn or what an investor's total return may be in any future period.

Each Fund's average annual compounded rate of return is determined by
reference to a hypothetical $1,000 investment that includes capital appreciation
and depreciation for the stated period, according to the following formula:

n
P(1+T) = ERV

Where: P = a hypothetical initial purchase order of $1,000 from which the
maximum sales load is deducted
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase at the
end of the period

Aggregate total return is calculated in a similar manner, except that the
results are not annualized. Each calculation assumes that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period.

The average total return for the Class R shares of the Funds for the period
ended March 31, 2000 are as follows:

Life of Fund*
-------------
Large Cap Growth Fund 93.10%
Aggressive Growth Fund 124.00%
International Growth Fund 114.30%
Technology Fund 158.90%

* The commencement dates for Class R shares of the Funds are as follows:
Large Cap Growth Fund- March 31, 1999; Aggressive Growth Fund-March 31,
1999; International Growth Fund-June 30, 1999; and Technology
Fund-September 30, 1999.

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<PAGE>
The average total return for the Class I shares of the Funds for the period
ended March 31, 2000 are as follows. Class I shares of the Large Cap Growth Fund
were not offered for sale during this period; therefore, there is no performance
shown for this Fund.

Life of Fund*
-------------
Aggressive Growth Fund 94.80%
International Growth Fund 113.80%
Technology Fund -1.86%

* The commencement dates for Class I shares of the Funds are as follows:
Aggressive Growth Fund- March 31, 1999; International Growth Fund-June 30,
1999; and Technology Fund-March 30, 2000.

Certain fees and expenses of both classes of the Funds have been waived or
reimbursed from inception through March 31, 2000. Accordingly, return figures
are higher than they would have been had such fees and expenses not been waived
or reimbursed.

GENERAL INFORMATION

Investors in the Funds will be informed of each Fund's progress through
periodic reports. Financial statements certified by independent public
accountants will be submitted to shareholders at least annually.

UMB Bank, N.A. acts as Custodian of the securities and other assets of the
Funds. National Financial Data Services, P.O. Box 419284, Kansas City, MO
64141-6284, acts as the Funds' transfer and shareholder service agent. The
Custodian and Transfer Agent do not participate in decisions relating to the
purchase and sale of securities by the Funds.

Tait, Weller & Baker, 8 Penn City Plaza, Philadelphia, PA 19103 are the
independent auditors for the Funds.

Paul, Hastings, Janofsky & Walker LLP, 345 California Street, 29th Floor,
San Francisco, California 94104, are legal counsel to the Funds.

The following owned of record or beneficially or of record more than 5% of
the Large Cap Growth Fund's outstanding Class R voting securities as of June 30,
2000. An asterisk (*) denotes an account affiliated with the Fund's investment
advisor, officers or trustees:

Charles Schwab, San Francisco, CA 94104 - 31.00%
Mike Demayo, San Diego, CA 92121 - 7.76%*
Orthopedic Specialists PA PS, Wilmington, DE 19807 - 6.47%
Christopher B. Bjork, Palo Also, CA 94030 - 5.64%

On June 30, 2000, Norwest Bank FBO, Minneapolis, MN 55480 owned of record
for the exclusive benefit of customers, 100.00% of the Large Cap Growth Fund's
outstanding Class I voting securities.

B-35
<PAGE>
The following owned of record or beneficially or of record more than 5% of
the Aggressive Growth Fund's outstanding Class R voting securities as of June
30, 2000:

Charles Schwab, San Francisco, CA 94104 - 53.34% Frederik T. Bjork, Palo,
Alto, CA 94030 - 7.09%

The following owned of record or beneficially or of record more than 5% of
the Aggressive Growth Fund's outstanding Class I voting securities as of June
30, 2000:

Brybank & Co., Bryan, TX 77805 - 5.34%
University of North Texas Foundation Inc., Denton, TX 76203 - 24.06%
Lindquist & Vennum PLLP & PSP IRA, Minneapolis, MN 55402 - 18.44%
Daily Valued Retirement Programs, Saint Paul, MN 55164 - 16.40%
Ingersoll and Company, Des Moines, IA 50306 - 10.98%
Johnson Machinery, Los Angeles, CA 90051 - 7.59%
Catholic Healthcare Def Comp Pln, Wilmington, DE 19899 - 6.64%
National Investor Services Corp., New York, NY 10041 - 6.42%

The following owned of record or beneficially or of record more than 5% of
the International Growth Fund's outstanding Class R voting securities as of June
30, 2000:

Charles Schwab, San Francisco, CA 94104 - 66.94%
Mother Theodore Guerin High School, River Grove, IL 60171 - 6.23%

The following owned of record or beneficially or of record more than 5% of
the International Growth Fund's outstanding Class I voting securities as of June
30, 2000:

Evangelical Covenant Church Retirement Plan, Chicago, IL 60625 - 45.38%
Covenant Ministries of Benevolence, Chicago, IL 60625 - 32.99%
AMFAC Pension Plan, Chicago, IL 60690 - 17.41%

The following owned of record or beneficially or of record more than 5% of
the Technology Fund's outstanding Class R voting securities as of June 30, 2000:

Charles Schwab, San Francisco, CA 94104 - 34.03%
Richard M. Burdge Trust, Rancho Santa Fe, CA 92067 - 8.29%
Carl A. Froebel Jr., Savannah, GA 31441 - 8.05%
Steven & Karen Schievelbein TTEE, San Francisco, CA 94115 - 5.78%

On June 30, 2000, The Emily Hall Tremaine Foundation, Meriden, CT 06450
owned of record 100.00% of the Technology Fund's outstanding Class I voting
securities.

The Trust was organized as a Massachusetts business trust on February 17,
1987. The Agreement and Declaration of Trust permits the Board of Trustees to
issue an limited number of full and fractional shares of beneficial interest,
without par value, which may be issued in any number of series. The Board of
Trustees may from time to time issue other series, the assets and liabilities of
which will be separate and distinct from any other series.

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<PAGE>
Shares issued by the Funds have no preemptive, conversion, or subscription
rights. Shareholders have equal and exclusive rights as to dividends and
distributions as declared by the Funds and to the net assets of the Funds upon
liquidation or dissolution. Each Fund, as a separate series of the Trust, votes
separately on matters affecting only the Fund (e.g., approval of the Advisory
Agreement); all series of the Trust vote as a single class on matters affecting
all series jointly or the Trust as a whole (e.g., election or removal of
Trustees). Voting rights are not cumulative, so that the holders of more than
50% of the shares voting in any election of Trustees can, if they so choose,
elect all of the Trustees. While the Trust is not required and does not intend
to hold annual meetings of shareholders, such meetings may be called by the
Trustees in their discretion, or upon demand by the holders of 10% or more of
the outstanding shares of the Trust, for the purpose of electing or removing
Trustees.

The shareholders of a Massachusetts business trust could, under certain
circumstances, be held personally liable as partners for its obligations.
However, the Trust's Agreement and Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of the Trust. The
Agreement and Declaration of Trust also provides for indemnification and
reimbursement of expenses out of the Funds' assets for any shareholder held
personally liable for obligations of the Funds or Trust. The Agreement and
Declaration of Trust provides that the Trust shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the Funds or Trust and satisfy any judgment thereon. All such rights are limited
to the assets of the Funds. The Agreement and Declaration of Trust further
provides that the Trust may maintain appropriate insurance (for example,
fidelity bonding and errors and omissions insurance) for the protection of the
Trust, its shareholders, trustees, officers, employees and agents to cover
possible tort and other liabilities. Furthermore, the activities of the Trust as
an investment company would not likely give rise to liabilities in excess of the
Trust's total assets. Thus, the risk of a shareholder incurring financial loss
on account of shareholder liability is limited to circumstances in which both
inadequate insurance exists and a Fund itself is unable to meet its obligations.

The Boards of the Trust, the Adviser and the Distributor have adopted Codes
of Ethics under Rule 17j-1 of the 1940 Act. These Codes permit, subject to
certain conditions, personnel of the Adviser and Distributor to invest in
securities that may be purchased or held by the Funds.

FINANCIAL STATEMENTS

The annual reports to shareholders for the Funds for the fiscal year ended
March 31, 2000 is a separate document supplied with this SAI and the financial
statements, accompanying notes and report of independent accountants appearing
therein are incorporated by reference in this SAI.

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<PAGE>
APPENDIX
COMMERCIAL PAPER RATINGS

MOODY'S INVESTORS SERVICE, INC.

Prime-1--Issuers (or related supporting institutions) rated "Prime-1" have
a superior ability for repayment of senior short-term debt obligations.
"Prime-1" repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries, high
rates of return on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad margins in earnings
coverage of fixed financial charges and high internal cash generation, and
well-established access to a range of financial markets and assured sources of
alternate liquidity.

Prime-2--Issuers (or related supporting institutions) rated "Prime-2" have
a strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternative liquidity is maintained.

STANDARD & POOR'S RATINGS GROUP

A-1--This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus (+) sign designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1".

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