COMPASS CAPITAL FUNDS(SM)
THE EQUITY PORTFOLIOS/INVESTOR CLASSES
SUPPLEMENT TO PROSPECTUS DATED
JANUARY 1, 1997
The section "What Are The Expenses Of The Portfolios?" has been amended as
follows:
The following paragraph has been added after the expense table on
page 7:
The Fund has been advised that effective June 1, 1997, the
amount of fees waived voluntarily by PAMG and the
Portfolios' administrators will be reduced with respect to
the Large Cap Value Equity, Large Cap Growth Equity, Small
Cap Value Equity, Small Cap Growth Equity, Select Equity and
Balanced Portfolios. This reduction in fee waivers will
increase the total operating expenses (after fee waivers) of
these Portfolios' Investor Shares to the following levels
(expressed as a percentage of average net assets): Large Cap
Value Equity Portfolio, Investor A - 1.31%, Investor B and
Investor C - 2.06%; Large Cap Growth Equity Portfolio,
Investor A - 1.34%, Investor B and Investor C - 2.09%; Small
Cap Value Equity Portfolio, Investor A - 1.34%, Investor B
and Investor C - 2.10%; Small Cap Growth Equity Portfolio,
Investor A - 1.35%, Investor B and Investor C - 2.11%;
Select Equity Portfolio, Investor A - 1.33%, Investor B and
Investor C - 2.08%; and Balanced Portfolio, Investor A -
1.31%, Investor B and Investor C - 2.12%. PAMG and the
Portfolios' administrators are under no obligation to waive
or continue waiving their fees.
The information in the Example on page 8 relating to the Large Cap
Value Equity, Large Cap Growth Equity, Small Cap Value Equity, Small
Cap Growth Equity, Select Equity and Balanced Portfolios has been
replaced with the following:
An investor in Investor Shares would pay the following expenses on a
$1,000 investment assuming (1) 5% annual return, (2) redemption at the end of
each time period and (3) with respect to Investor B Shares only, no
redemption at the end of each time period:
<PAGE>
<TABLE>
<CAPTION>
One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Large Cap Value Equity Portfolio
A Shares<F*> $ 58 $ 85 $114 $196
B Shares (Redemption)<F**> 56 102 133 219<F***>
B Shares (No Redemption) 21 65 111 219<F***>
C Shares 21 65 111 239
Large Cap Growth Equity Portfolio
A Shares<F*> 58 86 115 199
B Shares (Redemption)<F**> 66 103 136 223<F***>
B Shares (No Redemption) 21 65 112 223<F***>
C Shares 21 65 112 242
Small Cap Value Equity Portfolio
A Shares<F*> 58 86 116 200
B Shares (Redemption)<F**> 66 103 135 224<F***>
B Shares (No Redemption) 21 66 113 224<F***>
C Shares 21 66 113 243
Small Cap Growth Equity Portfolio
A Shares* 58 88 116 200
B Shares (Redemption)<F**> 66 103 135 224<F***>
B Shares (No Redemption) 21 66 113 224<F***>
C Shares 21 66 113 243
Select Equity Portfolio
A Shares<F*> 58 85 115 198
B Shares (Redemption)<F**> 66 102 134 222<F***>
B Shares (No Redemption) 21 65 112 222<F***>
C Shares 21 65 112 241
Balanced Portfolio
A Shares<F*> 58 85 114 196
B Shares (Redemption)<F**> 67 103 136 226<F***>
B Shares (No Redemption) 22 66 114 226<F***>
C Shares 22 66 114 245
<FN>
<F*> Reflects the imposition of the maximum front-end sales charge at
the beginning of the period.
<F**> Reflects the deduction of the deferred sales charge.
<F***> Based on the conversion of the Investor B Shares to Investor A
Shares after eight years.
</TABLE>
<PAGE>
In addition to the compensation itemized in the expense table, institutions
that sell Portfolio shares and/or their salespersons may receive compensation
for the sale and distribution of shares or for services to the Portfolios.
For information regarding such compensation, see "What Is The Schedule Of
Sales Charges and Exemptions" in the Prospectus and "Investment Advisory,
Administration, Distribution and Servicing Arrangements" in the Statement of
Additional Information.
Fund Management
- ---------------
The section "Who Manages The Fund?" has been amended as follows:
The portfolio managers for the Large Cap Value Equity, Mid-Cap Value
Equity and Large Cap Growth Equity Portfolios are as follows:
Portfolio Portfolio Manager(s)
- --------- --------------------
Large Cap Value Equity Daniel B. Eagan; portfolio manager
with Provident Capital Management,
Inc. ("PCM") since 1995; director
of investment strategy at PNC Asset
Management Group, Inc. during 1994
and 1995; prior to 1994, served as
senior research consultant for
Mercer Investment Consulting;
Portfolio manager since January
1997.
Mid-Cap Value Equity Daniel B. Eagan (see above).
Portfolio co-manager since its
inception.
Christian K. Stadlinger; Vice
President of PCM since July 1996;
prior to joining PCM, Portfolio
Manager and Research Analyst with
Morgan Stanley Asset Management;
Portfolio co-manager since January
1997.
Large Cap Growth Equity R. Andrew Damm; investment manager
with PEAC since 1997; senior
investment strategist with PAMG
since 1995; portfolio manager with
PNC Bank from 1988 to 1995; Mr.
Damm has participated in the
management of the Portfolio since
1996 and has been designated
Portfolio manager since September
1997.
Administration Fees
- -------------------
The second sentence in the second paragraph under "Administrators" is changed
to reflect that PFPC and CDI are entitled to receive a combined
<PAGE>
administration fee, computed daily and payable monthly, at the aggregate
annual rate of 0.20% of the first $500 million of average daily net assets
allocated to the Investor Shares of each Portfolio, 0.18% of the next $500
million of average daily net assets allocated to the Investor Shares of each
Portfolio and 0.16% of the average daily net assets allocated to the Investor
Shares of each Portfolio in excess of $1 billion.
Sales Loads, Broker Reallowances and Placement Fees
- ---------------------------------------------------
The following schedule of sales charges for Investor A Share trades of
$1,000,000 and above is to be added to the schedules found under "What Is The
Schedule Of Sales Charges And Exemptions?" on pg. 46.
For all Equity Portfolios EXCEPT Index Equity Portfolio:
<TABLE>
<CAPTION>
Amount of Sales Charge as a % of Sales Charge as a % of Net Reallowance or Placement Fees to
Transaction at Offering Price<F*> Asset Value<F*> Dealers (as a % of Offering
Offering Price Price)<F**>
(in millions)
<S> <C> <C> <C>
$ 1 - 2 0.00% 0.00% 1.00%
$ 2 - 3 0.00% 0.00% 0.95%
$ 3 - 5 0.00% 0.00% 0.87%
$ 5 - 10 0.00% 0.00% 0.69%
$10 - 15 0.00% 0.00% 0.62%
$15 - 20 0.00% 0.00% 0.53%
$20 - 40 0.00% 0.00% 0.39%
</TABLE>
Index Equity Portfolio:
<TABLE>
<CAPTION>
Amount of Sales Charge as a % of Sales Charge as a % of Net Reallowance or Placement Fees to
Transaction at Offering Price<F*> Asset Value<F*> Dealers (as a % of Offering
Offering Price Price)<F**>
(in millions)
<S> <C> <C> <C>
$ 1 - 2 0.00% 0.00% 0.50%
$ 2 - 3 0.00% 0.00% 0.45%
$ 3 - 5 0.00% 0.00% 0.37%
$ 5 - 10 0.00% 0.00% 0.31%
$10 - 15 0.00% 0.00% 0.29%
$15 - 20 0.00% 0.00% 0.28%
$20 - 40 0.00% 0.00% 0.27%
<FN>
<F*> There is no initial sales charge on purchase of $1,000,000 or more of
Investor A Shares; however, a contingent deferred sales charge of
1.00% will be imposed on the lesser of the offering price or the net
asset value of the shares on the redemption date for shares redeemed
within 18 months after purchase.
<PAGE>
<F**> The Distributor may pay placement fees to dealers as shown on
purchases of Investor A Shares of $1,000,000 or more.
</TABLE>
Sales Charges and Exemptions
- ----------------------------
The section "What Is The Schedule Of Sales Charges And Exemptions?" has been
amended as follows:
The second sentence under the caption "Sales Charge Waivers --
Investor A Shares" has been amended to reflect that registered
investment advisers, trust companies and bank trust departments
exercising discretionary investment authority with respect to amounts
to be invested in a Portfolio may purchase Investor A Shares without
a sales load, provided that the aggregate amount invested pursuant to
this exemption in Investor A Shares of Fund portfolios that would
otherwise be subject to front-end sales charges equals at least
$250,000.
The following text replaces the paragraph under the sub-heading "Investor A
Shares-Qualified Plans."
Qualified Plans. In general, the sales charge (as a percentage of
offering price) payable by qualified employee benefit plans
("Qualified Plans") having at least 20 employees eligible to
participate in purchases of Investor A Shares of the Portfolios
aggregating less than $500,000 will be 1.00%. No sales charge will
apply to purchases by Qualified Plans of Investor A Shares
aggregating $500,000 and above. The sales charge payable by
Qualified Plans having less than 20 employees eligible to participate
in purchases of Investor A Shares of the Portfolios aggregating less
than $500,000 will be 2.50% (1.50% with respect to shares of the
Index Equity Portfolio). The above schedule will apply to purchases
by such Qualified Plans of Investor A Shares aggregating $500,000 and
above.
The Fund has established different waiver arrangements with respect
to the sales charge on Investor A Shares of the Portfolios for
purchases through certain Qualified Plans participating in programs
whose sponsors or administrators have entered into arrangements with
the Fund. For further information, see "Purchase and Redemption
Information" in the Statement of Additional Information.
The following is added to the end of the first paragraph under the sub-
heading "Exemptions from the Contingent Deferred Sales Charge--Investor B and
Investor C Shares."
The Fund also waives the contingent deferred sales charge on
redemptions of Investor B Shares of the Portfolios purchased through
certain Qualified Plans participating in programs whose sponsors or
administrators have entered into arrangements with the Fund. For
further information, see "Purchase and Redemption Information" in the
Statement of Additional Information.
<PAGE>
Class Expenses
- --------------
The first sentence in the second paragraph under "How Is The Fund Organized?"
is replaced with the following:
Shares of each class bear their pro rata portion of all operating
expenses paid by a Portfolio, except transfer agency fees, certain
administrative/servicing fees and amounts payable under the Fund's
Distribution and Service Plan.
This Supplement is dated October 2, 1997.
