COMPASS CAPITAL FUNDS\
497, 1997-05-27
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<PAGE>
 
              COMPASS CAPITAL FUNDSSM  COMPASS CAPITAL FUNDS(SM)

                     THE BOND PORTFOLIOS/INVESTOR CLASSES

                        SUPPLEMENT TO PROSPECTUS DATED
                                JANUARY 1, 1997


Low Duration Bond Portfolio - Change in Investment Policies
- -----------------------------------------------------------

Effective May 15, 1997 the investment policies of the Low Duration Bond
Portfolio will be modified, and the disclosure in the Prospectus is changed as
follows:

     A.   Credit Quality
          --------------

     The information on the credit quality concentration and minimum credit
     quality for the Low Duration Bond Portfolio in the sections "What Are The
     Differences Among The Portfolios?" and "What Additional Investment Policies
     And Risks Apply?" are replaced with the following:

 
PORTFOLIO            CREDIT QUALITY CONCENTRATION  MINIMUM CREDIT QUALITY
- -------------------------------------------------------------------------
Low Duration Bond    Investment Grade Spectrum     B
=========================================================================

          Securities acquired by the Low Duration Bond Portfolio will generally
     be rated investment grade at the time of purchase or, if unrated, of
     comparable quality as determined by the Portfolio's sub-adviser.  The Low
     Duration Bond Portfolio may, however, invest in non-investment grade fixed
     income or convertible securities when the Portfolio's sub-adviser believes
     that the investment characteristics of such securities make them desirable
     in light of the Portfolio's investment objective and current portfolio mix,
     so long as under normal market and economic conditions, (i) no more than
     20% of the total assets of the Portfolio are invested in non-investment
     grade securities and (ii) such securities are rated "B" or higher at the
     time of purchase by at least one major rating agency.  Non-investment grade
     securities (those that are rated "Ba" or lower by Moody's or "BB" or lower
     by S&P, Duff or Fitch) are commonly referred to as "junk bonds."  To the
     extent that the securities acquired by the Low Duration Bond Portfolio are
     not rated investment grade, there is a greater risk as to the timely
     repayment of the principal on, and timely payment of interest or dividends
     with respect to, such securities. Particular risks associated with lower-
     rated securities are (a) the sensitivity of such securities to interest
     rate and economic changes, (b) the lower degree of expected protection of
     principal and interest payments, (c) the creditworthiness of the issuers of
     such securities, (d) the relatively low trading market liquidity for the
     securities, (e) the relative youth and growth of the market for such
     securities, and (f) the impact that legislation may have on the high yield
     bond market (and, in turn, on the Portfolio's net asset value and
     investment practices). During an economic downturn or substantial period of
     rising interest rates, leveraged issuers may experience financial stress
     which would adversely affect their ability to service their principal and
     interest payment obligations, to meet projected business goals, and to
     obtain additional financing. An economic downturn could also disrupt the
     market for lower-rated securities and adversely affect the value of
     outstanding securities and the ability of the issuers to repay principal
     and interest. If the issuer of a security held by the Low Duration Bond
     Portfolio defaulted, the Portfolio could incur additional expenses to seek
     recovery. Adverse publicity and investor perceptions, whether or not they
     are based on fundamental analysis, could also decrease the value and
     liquidity of lower-rated securities held by the Portfolio, especially in a
     thinly-traded market.

 
<PAGE>
 
B.        Foreign Investments
          -------------------

          The Low Duration Bond Portfolio may invest up to 20% of its total
     assets in debt securities of foreign issuers on either a currency hedged or
     unhedged basis, and may hold from time to time various foreign currencies
     pending investment or conversion into U.S. dollars. Some of these
     instruments may have the characteristics of futures contracts. In addition,
     the Low Duration Bond Portfolio may engage in foreign currency exchange
     transactions to seek to protect against changes in the level of future
     exchange rates which would adversely affect the Portfolio's performance.
     These investments and transactions involving foreign securities,
     currencies, options (including options that relate to foreign currencies),
     futures, hedging and cross-hedging are described under the sub-sections
     captioned "Foreign Investments," "Interest Rate and Currency Transactions"
     and "Options and Futures Contracts" under "What Additional Investment
     Policies And Risks Apply?"

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 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?" beginning on pg. 46.

Low Duration Bond, Intermediate Government Bond, Intermediate Bond, Core Bond, 
Tax-Free Income, Pennsylvania Tax-Free Income, New Jersey Tax-Free Income and 
Ohio Tax-Free Income Portfolios:

<TABLE> 
<CAPTION> 
  Amount of         
Transaction at   Sales Charge as a % of    Sales Charge as a % of Net    Reallowance or Placement Fees to   
Offering Price        Offering Price*               Asset Value*          Dealers (as a % of Offering Price)** 
(in millions)
<S>               <C>                        <C>                          <C> 
$1 - 2                    0.00%                         0.00%                          0.75%
$2 - 3                    0.00%                         0.00%                          0.72%
$3 - 5                    0.00%                         0.00%                          0.63%
$5 - 10                   0.00%                         0.00%                          0.44%
$10 - 15                  0.00%                         0.00%                          0.38%
$15 - 20                  0.00%                         0.00%                          0.35%
$20 - 40                  0.00%                         0.00%                          0.30%

Government Income, Managed Income and International Bond Portfolios:

<CAPTION> 
  Amount of         
Transaction at   Sales Charge as a % of    Sales Charge as a % of Net    Reallowance or Placement Fees to   
Offering Price        Offering Price*               Asset Value*          Dealers (as a % of Offering Price)** 
(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> 
 * There is no initial sales charge on purchases 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.
** The Distributor may pay placement fees to dealers as shown on purchases of 
   Investor A Shares of $1,000,000 or more.


Sales Charge Waivers
- --------------------

The section entitled "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.

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 May 15, 1997.
<PAGE>
 
              COMPASS CAPITAL FUNDSSM  COMPASS CAPITAL FUNDS(SM)

                       THE BOND PORTFOLIOS/SERVICE CLASS

                        SUPPLEMENT TO PROSPECTUS DATED
                                JANUARY 1, 1997


Low Duration Bond Portfolio - Change in Investment Policies
- -----------------------------------------------------------

Effective May 15, 1997 the investment policies of the Low Duration Bond
Portfolio will be modified, and the disclosure in the Prospectus is changed as
follows:

     A.   Credit Quality
          --------------

     The information on the credit quality concentration and minimum credit
     quality for the Low Duration Bond Portfolio in the sections "What Are The
     Differences Among The Portfolios?" and "What Additional Investment Policies
     And Risks Apply?" are replaced with the following:

 
PORTFOLIO            CREDIT QUALITY CONCENTRATION  MINIMUM CREDIT QUALITY
- -------------------------------------------------------------------------
Low Duration Bond    Investment Grade Spectrum     B
=========================================================================


          Securities acquired by the Low Duration Bond Portfolio will generally
     be rated investment grade at the time of purchase or, if unrated, of
     comparable quality as determined by the Portfolio's sub-adviser.  The Low
     Duration Bond Portfolio may, however, invest in non-investment grade fixed
     income or convertible securities when the Portfolio's sub-adviser believes
     that the investment characteristics of such securities make them desirable
     in light of the Portfolio's investment objective and current portfolio mix,
     so long as under normal market and economic conditions, (i) no more than
     20% of the total assets of the Portfolio are invested in non-investment
     grade securities and (ii) such securities are rated "B" or higher at the
     time of purchase by at least one major rating agency.  Non-investment grade
     securities (those that are rated "Ba" or lower by Moody's or "BB" or lower
     by S&P, Duff or Fitch) are commonly referred to as "junk bonds."  To the
     extent that the securities acquired by the Low Duration Bond Portfolio are
     not rated investment grade, there is a greater risk as to the timely
     repayment of the principal on, and timely payment of interest or dividends
     with respect to, such securities.  Particular risks associated with lower-
     rated securities are (a) the sensitivity of such securities to interest
     rate and economic changes, (b) the lower degree of expected protection of
     principal and interest payments, (c) the creditworthiness of the issuers of
     such securities, (d) the relatively low trading market liquidity for the
     securities, (e) the relative youth and growth of the market for such
     securities, and (f) the impact that legislation may have on the high yield
     bond market (and, in turn, on the Portfolio's net asset value and
     investment practices).  During an economic downturn or substantial period
     of rising interest rates, leveraged issuers may experience financial stress
     which would adversely affect their ability to service their principal and
     interest payment obligations, to meet projected business goals, and to
     obtain additional financing.  An economic downturn could also disrupt the
     market for lower-rated securities and adversely affect the value of
     outstanding securities and the ability of the issuers to repay principal
     and interest.  If the issuer of a security held by the Low Duration Bond
     Portfolio defaulted, the Portfolio could incur additional expenses to seek
     recovery.  Adverse publicity and investor perceptions, whether or not they
     are based on fundamental analysis, could also decrease the value and
     liquidity of lower-rated securities held by the Portfolio, especially in a
     thinly-traded market.
<PAGE>
 
B.        Foreign Investments
          -------------------

          The Low Duration Bond Portfolio may invest up to 20% of its total
     assets in debt securities of foreign issuers on either a currency hedged or
     unhedged basis, and may hold from time to time various foreign currencies
     pending investment or conversion into U.S. dollars. Some of these
     instruments may have the characteristics of futures contracts. In addition,
     the Low Duration Bond Portfolio may engage in foreign currency exchange
     transactions to seek to protect against changes in the level of future
     exchange rates which would adversely affect the Portfolio's performance.
     These investments and transactions involving foreign securities,
     currencies, options (including options that relate to foreign currencies),
     futures, hedging and cross-hedging are described under the sub-sections
     captioned "Foreign Investments," "Interest Rate and Currency Transactions"
     and "Options and Futures Contracts" under "What Additional Investment
     Policies And Risks Apply?"

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 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 Service Shares 
of each Portfolio, 0.18% of the next $500 million of average daily net assets 
allocated to the Service Shares of each Portfolio and 0.16% of the average daily
net assets allocated to the Service Shares of each Portfolio in excess of $1 
billion.

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 May 15, 1997.
<PAGE>
 
              COMPASS CAPITAL FUNDSSM  COMPASS CAPITAL FUNDS(SM)

                    THE BOND PORTFOLIOS/INSTITUTIONAL CLASS

                        SUPPLEMENT TO PROSPECTUS DATED
                                JANUARY 1, 1997


Low Duration Bond Portfolio - Change in Investment Policies
- -----------------------------------------------------------

Effective May 15, 1997 the investment policies of the Low Duration Bond
Portfolio will be modified, and the disclosure in the Prospectus is changed as
follows:

     A.   Credit Quality
          --------------

     The information on the credit quality concentration and minimum credit
     quality for the Low Duration Bond Portfolio in the sections "What Are The
     Differences Among The Portfolios?" and "What Additional Investment Policies
     And Risks Apply?" are replaced with the following:


 
PORTFOLIO            CREDIT QUALITY CONCENTRATION  MINIMUM CREDIT QUALITY
- -------------------------------------------------------------------------
Low Duration Bond    Investment Grade Spectrum     B
=========================================================================


          Securities acquired by the Low Duration Bond Portfolio will generally
     be rated investment grade at the time of purchase or, if unrated, of
     comparable quality as determined by the Portfolio's sub-adviser.  The Low
     Duration Bond Portfolio may, however, invest in non-investment grade fixed
     income or convertible securities when the Portfolio's sub-adviser believes
     that the investment characteristics of such securities make them desirable
     in light of the Portfolio's investment objective and current portfolio mix,
     so long as under normal market and economic conditions, (i) no more than
     20% of the total assets of the Portfolio are invested in non-investment
     grade securities and (ii) such securities are rated "B" or higher at the
     time of purchase by at least one major rating agency.  Non-investment grade
     securities (those that are rated "Ba" or lower by Moody's or "BB" or lower
     by S&P, Duff or Fitch) are commonly referred to as "junk bonds."  To the
     extent that the securities acquired by the Low Duration Bond Portfolio are
     not rated investment grade, there is a greater risk as to the timely
     repayment of the principal on, and timely payment of interest or dividends
     with respect to, such securities.  Particular risks associated with lower-
     rated securities are (a) the sensitivity of such securities to interest
     rate and economic changes, (b) the lower degree of expected protection of
     principal and interest payments, (c) the creditworthiness of the issuers of
     such securities, (d) the relatively low trading market liquidity for the
     securities, (e) the relative youth and growth of the market for such
     securities, and (f) the impact that legislation may have on the high yield
     bond market (and, in turn, on the Portfolio's net asset value and
     investment practices).  During an economic downturn or substantial period
     of rising interest rates, leveraged issuers may experience financial stress
     which would adversely affect their ability to service their principal and
     interest payment obligations, to meet projected business goals, and to
     obtain additional financing.  An economic downturn could also disrupt the
     market for lower-rated securities and adversely affect the value of
     outstanding securities and the ability of the issuers to repay principal
     and interest.  If the issuer of a security held by the Low Duration Bond
     Portfolio defaulted, the Portfolio could incur additional expenses to seek
     recovery.  Adverse publicity and investor perceptions, whether or not they
     are based on fundamental analysis, could also decrease the value and
     liquidity of lower-rated securities held by the Portfolio, especially in a
     thinly-traded market.

 
 
<PAGE>
 
B.   Foreign Investments
     -------------------

          The Low Duration Bond Portfolio may invest up to 20% of its total
     assets in debt securities of foreign issuers on either a currency hedged or
     unhedged basis, and may hold from time to time various foreign currencies
     pending investment or conversion into U.S. dollars. Some of these
     instruments may have the characteristics of futures contracts. In addition,
     the Low Duration Bond Portfolio may engage in foreign currency exchange
     transactions to seek to protect against changes in the level of future
     exchange rates which would adversely affect the Portfolio's performance.
     These investments and transactions involving foreign securities,
     currencies, options (including options that relate to foreign currencies),
     futures, hedging and cross-hedging are described under the sub-sections
     captioned "Foreign Investments," "Interest Rate and Currency Transactions"
     and "Options and Futures Contracts" under "What Additional Investment
     Policies And Risks Apply?"

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 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 Institutional 
Shares of each Portfolio, 0.18% of the next $500 million of average daily net 
assets allocated to the Institutional Shares of each Portfolio and 0.16% of the 
average daily net assets allocated to the Institutional Shares of each Portfolio
in excess of $1 billion.

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.


Purchases by Customers of Broker-Dealers
- ----------------------------------------

The following paragraph has been added after the last paragraph in the section
entitled "How Are Shares Purchased And Redeemed?":

          Shares of the Portfolios may be purchased by customers of broker-
     dealers and agents which have established a servicing relationship with the
     Fund on behalf of their customers.  These broker-dealers and agents may
     impose additional or different conditions on the purchase or redemption of
     Portfolio shares by their customers and may charge their customers
     transaction, account or other fees on the purchase and redemption of
     Portfolio shares.  Each broker-dealer or agent is responsible for
     transmitting to its customers a schedule of any such fees and information
     regarding any additional or different conditions regarding purchases and
     redemptions.  Shareholders who are customers of such broker-dealers or
     agents should consult them for information regarding these fees and
     conditions.


This Supplement is dated May 15, 1997.
<PAGE>
 
                           COMPASS CAPITAL FUNDS/SM/

                   THE EQUITY PORTFOLIOS/INSTITUTIONAL CLASS
                         SUPPLEMENT TO PROSPECTUS DATED
                                JANUARY 1, 1997


The section entitled "What Are The Expenses Of The Portfolios?" has been amended
as follows:

     The following paragraph has been added after the expense table on page 4:

          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' Institutional Shares to the following levels (expressed as
          a percentage of average net assets): Large Cap Value Equity Portfolio,
          .84%; Large Cap Growth Equity Portfolio, .87%; Small Cap Value Equity
          Portfolio, .88%; Small Cap Growth Equity Portfolio, .88%; Select
          Equity Portfolio, .86%; and Balanced Portfolio, .90%. PAMG and the
          Portfolios' administrators are under no obligation to waive or
          continue waiving their fees.

     The information in the Example on page 5 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 Institutional Shares would pay the following expenses
          on a $1,000 investment assuming (1) 5% annual return, and (2)
          redemption at the end of each time period:
<TABLE>
<CAPTION>
=======================================================================
PORTFOLIO                  ONE YEAR  THREE YEARS  FIVE YEARS  TEN YEARS
- ---------                  --------  -----------  ----------  ---------
<S>                        <C>       <C>          <C>         <C>
 
Large Cap Value Equity           $9          $27         $47       $104
 
Large Cap Growth Equity           9           28          48        107
 
Small Cap Value Equity            9           28          49        108
 
Small Cap Growth Equity           9           28          49        108
 
Select Equity                     9           27          48        106

Balanced                          9           29          50        111
=======================================================================
</TABLE>

     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 "How Are Shares Purchased And
Redeemed? -- Distributor" in the Prospectus and "Investment Advisory,
Administration, Distribution and Servicing Arrangements" in the Statement of
Additional Information.

Fund Management
- ---------------

The section entitled "Who Manages The Fund?" has been amended as follows:

     The portfolio managers for the Large Cap Value Equity and Mid-Cap Value
     Equity Portfolios are as follows:

Portfolio                     Portfolio Manager(s)
- ---------                     --------------------

Large Cap Growth 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.
<PAGE>
 
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.

Administrators
- --------------

The second sentence in the second paragraph under "Administrators" is changed to
reflect that PFPC and CDI are entitled to receive a combined 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 Institutional
Shares of each Portfolio, 0.18% of the next $500 million of average daily net
assets allocated to the Institutional Shares of each Portfolio and 0.16% of the
average daily net assets allocated to the Institutional Shares of each Portfolio
in excess of $1 billion.

Purchases by Customers of Broker-Dealers
- ----------------------------------------

The following paragraph has been added after the last paragraph in the section
entitled "How Are Shares Purchased And Redeemed?":

     Shares of the Portfolios may be purchased by customers of broker-dealers
     and agents which have established a servicing relationship with the Fund on
     behalf of their customers.  These broker-dealers and agents may impose
     additional or different conditions on the purchase or redemption of
     Portfolio shares by their customers and may charge their customers
     transaction, account or other fees on the purchase and redemption of
     Portfolio shares.  Each broker-dealer or agent is responsible for
     transmitting to its customers a schedule of any such fees and information
     regarding any additional or different conditions regarding purchases and
     redemptions.  Shareholders who are customers of such broker-dealers or
     agents should consult them for information regarding these fees and
     conditions.


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 May 15, 1997.
<PAGE>
 
                           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:
<TABLE>
<CAPTION>
 
 
                                     ONE YEAR  THREE YEARS  FIVE YEARS  TEN YEARS
<S>                                  <C>       <C>          <C>         <C>
 
Large Cap Value Equity Portfolio
    A Shares/*/                           $58         $ 85        $114  $     196
    B Shares (Redemption)/**/              56          102         133        219/***/
    B Shares (No Redemption)               21           65         111        219/***/
    C Shares                               21           65         111        239
 
Large Cap Growth Equity Portfolio
    A Shares/*/
    B Shares (Redemption)/**/              58           86         115        199
    B Shares (No Redemption)               66          103         136        223/***/
    C Shares                               21           65         112        223/***/
                                           21           65         112        242
 
Small Cap Value Equity Portfolio
    A Shares/*/                            58           86         116        200
    B Shares (Redemption)/**/              66          103         135        224/***/
    B Shares (No Redemption)               21           66         113        224/***/
    C Shares                               21           66         113        243
 
Small Cap Growth Equity Portfolio
    A Shares/*/                            58           88         116        200
    B Shares (Redemption)/**/              66          103         135        224/***/
    B Shares (No Redemption)               21           66         113        224/***/
    C Shares                               21           66         113        243
 
Select Equity Portfolio
    A Shares/*/                            58           85         115        198
    B Shares (Redemption)/**/              66          102         134        222/***/
    B Shares (No Redemption)               21           65         112        222/***/
    C Shares                               21           65         112        241

Balanced Portfolio
    A Shares/*/                            58           85         114        196
    B Shares (Redemption)/**/              67          103         136        226/***/
    B Shares (No Redemption)               22           66         114        226/***/
    C Shares                               22           66         114        245
=================================================================================
</TABLE>

   *  Reflects the imposition of the maximum front-end sales charge at the
      beginning of the period.
  **  Reflects the deduction of the deferred sales charge.
 ***  Based on the conversion of the Investor B Shares to Investor A Shares
      after eight years.
<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 and Mid-Cap Value
     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.

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 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 TRANSACTION AT      SALES CHARGE AS A % OF OFFERING     SALES CHARGE AS A % OF NET     REALLOWANCE OR PLACEMENT FEES TO
 OFFERING PRICE                           PRICE*                         ASSET VALUE*               DEALERS (AS A % OF OFFERING
(IN MILLIONS)                                                                                                PRICE)**
 
<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%
 
INDEX EQUITY PORTFOLIO:
 
<CAPTION> 
AMOUNT OF TRANSACTION AT     SALES CHARGE AS A % OF OFFERING     SALES CHARGE AS A % OF NET      REALLOWANCE OR PLACEMENT FEES TO
 OFFERING PRICE                           PRICE*                        ASSET VALUE*               DEALERS (AS A % OF OFFERING
(IN MILLIONS)                                                                                                PRICE)**
 
<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%
</TABLE> 

*  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.


** The Distributor may pay placement fees to dealers as shown on purchases of
   Investor A Shares of $1,000,000 or more.
<PAGE>
 
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.


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 May 15, 1997.
<PAGE>
 
                           COMPASS CAPITAL FUNDS/SM/

                      THE EQUITY PORTFOLIOS/SERVICE CLASS

                         SUPPLEMENT TO PROSPECTUS DATED
                                JANUARY 1, 1997


The section entitled "What Are The Expenses Of The Portfolios?" has been amended
as follows:

     The following paragraph has been added after the expense table on page 4:

          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' Service Shares to the following levels (expressed as a
          percentage of average net assets): Large Cap Value Equity Portfolio,
          1.14%; Large Cap Growth Equity Portfolio, 1.17%; Small Cap Value
          Equity Portfolio, 1.18%; Small Cap Growth Equity Portfolio, 1.18%;
          Select Equity Portfolio, 1.16%; and Balanced Portfolio, 1.20%. PAMG
          and the Portfolios' administrators are under no obligation to waive or
          continue waiving their fees.

     The information in the Example on page 5 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 Service Shares would pay the following expenses on a
          $1,000 investment assuming (1) 5% annual return, and (2) redemption at
          the end of each time period:
<TABLE>
<CAPTION>
=======================================================================
PORTFOLIO                  ONE YEAR  THREE YEARS  FIVE YEARS  TEN YEARS
- ---------                  --------  -----------  ----------  ---------
<S>                        <C>       <C>          <C>         <C>
 
Large Cap Value Equity          $12          $36         $63       $139
 
Large Cap Growth Equity          12           37          64        142
 
Small Cap Value Equity           12           37          65        143
 
Small Cap Growth Equity          12           37          65        143
 
Select Equity                    12           37          64        141

Balanced                         12           38          66        145
=======================================================================
</TABLE>

     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 "How Are Shares Purchased And
Redeemed? -- Distributor" in the Prospectus and "Investment Advisory,
Administration, Distribution and Servicing Arrangements" in the Statement of
Additional Information.

Fund Management
- ---------------

The section entitled "Who Manages The Fund?" has been amended as follows:

     The portfolio managers for the Large Cap Value Equity and Mid-Cap Value
     Equity Portfolios are as follows:

Portfolio                     Portfolio Manager(s)
- ---------                     --------------------

Large Cap Growth 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.
<PAGE>
 
Administrators
- --------------

The second sentence in the second paragraph under "Administrators" is changed to
reflect that PFPC and CDI are entitled to receive a combined 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 Service Shares
of each Portfolio, 0.18% of the next $500 million of average daily net assets
allocated to the Service Shares of each Portfolio and 0.16% of the average daily
net assets allocated to the Service Shares of each Portfolio in excess of $1
billion.

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 May 15, 1997.
<PAGE>
 
                           COMPASS CAPITAL FUNDS/SM/

                THE MONEY MARKET PORTFOLIOS/INSTITUTIONAL CLASS

                         SUPPLEMENT TO PROSPECTUS DATED
                                JANUARY 1, 1997


The section entitled "What Are The Expenses Of The Portfolios?" has been amended
as follows:

     The following paragraph has been added after the expense table on page 4:

          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 each Portfolio.  This reduction in fee
          waivers will increase the total operating expenses (after fee waivers)
          of each Portfolio's Institutional Shares to .34% of its average net
          assets.  PAMG and the Portfolios' administrators are under no
          obligation to waive or continue waiving their fees.

     The information in the Example on page 5 relating to the Portfolios has
     been replaced with the following:

          An investor in Service Shares in any Portfolio would pay the following
          expenses on a $1,000 investment assuming (1) 5% annual return, and (2)
          redemption at the end of each time period:


<TABLE>
<CAPTION>
==============================================
 ONE YEAR   THREE YEARS  FIVE YEARS  TEN YEARS
- ----------  -----------  ----------  ---------
<S>         <C>          <C>         <C>
    $3              $11         $19        $43
==============================================
</TABLE>

          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 "How Are Shares Purchased And Redeemed? -- Distributor" in the
     Prospectus and "Investment Advisory, Administration, Distribution and
     Servicing Arrangements" in the Statement of Additional Information.



The section entitled "Who Manages The Fund?" has been amended as follows:

The second sentence in the second paragraph under "Administrators" is changed to
reflect that PFPC and CDI are entitled to receive a combined administration fee,
computed daily and payable monthly, at the aggregate annual rate of 0.15% of the
first $500 million of average daily net assets allocated to the Institutional
Shares of each Portfolio, 0.13% of the next $500 million of average daily net
assets allocated to the Institutional Shares of each Portfolio and 0.10% of the
average daily net assets allocated to the Institutional Shares of each Portfolio
in excess of $1 billion.


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 May 15, 1997.
<PAGE>
 
                           COMPASS CAPITAL FUNDS/SM/

                  THE MONEY MARKET PORTFOLIOS/INVESTOR CLASSES

                         SUPPLEMENT TO PROSPECTUS DATED
                                JANUARY 1, 1997


The section entitled "What Are The Expenses Of The Portfolios?" has been amended
as follows:

     The following paragraph has been added after the expense tables on page 5:

          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 each Portfolio.  This reduction in fee
          waivers will increase the total operating expenses (after fee waivers)
          of each Portfolio's Investor Shares to the following levels (expressed
          as a percentage of average net assets): Investor A - .91%; Investor B
          and Investor C - 1.41%.  PAMG and the Portfolios' administrators are
          under no obligation to waive or continue waiving their fees.

     The information in the Example on page 6 relating to the Portfolios has
     been replaced with the following:

          An investor in Investor Shares in any Portfolio would pay the
          following expenses on a $1,000 investment assuming (1) 5% annual
          return, and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
=====================================================================================
                     ONE           THREE       FIVE           TEN
                     YEAR          YEARS      YEARS          YEARS
                     ----          -----      -----          -----
<S>                <C>       <C>          <C>         <C>
    A Shares            $ 9          $29         $50         $ 112
    B Shares/*/          14           45          77      155/**//149/***/
    C Shares/*/          14           45          77           169
=====================================================================================
</TABLE>

 *   These expense figures do not reflect the imposition of the deferred sales
     charge which may be deducted upon the redemption of Investor B or Investor
     C Shares of a Portfolio received in an exchange transaction for Investor B
     or Investor C Shares of a non-money market investment portfolio of the Fund
     as described in the applicable prospectuses.  No deferred sales charge is
     deducted upon the redemption of Investor B or Investor C Shares of a
     Portfolio that are purchased from the Fund and not acquired by exchange.
     See "What Are The Shareholder Features Of The Fund? - Exchange Privilege."

**   Based on the conversion of Investor B Shares to Investor A Shares after
     eight years (applies to shares received in an exchange transaction for
     Investor B Shares of an equity portfolio of the Fund).

***  Based on the conversion of Investor B Shares to Investor A Shares after
     seven years (applies to shares received in an exchange transaction for
     Investor B Shares of a fixed income portfolio of the Fund).

          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 "Who Manages The Fund? - Distribution and Service Plan" in the
     Prospectus and "Investment Advisory, Administration, Distribution and
     Servicing Arrangements" in the Statement of Additional Information.
<PAGE>
 
The section entitled "Who Manages The Fund?" has been amended as follows:

The second sentence in the second paragraph under "Administrators" is changed to
reflect that PFPC and CDI are entitled to receive a combined administration fee,
computed daily and payable monthly, at the aggregate annual rate of 0.15% of the
first $500 million of average daily net assets allocated to the Investor Shares 
of each Portfolio, 0.13% of the next $500 million of average daily net assets 
allocated to the Investor Shares of each Portfolio and 0.10% of the average 
daily net assets allocated to the Inestor Shares of each Portfolio in excess of 
$1 billion.

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 May 15, 1997.
<PAGE>
 
                           COMPASS CAPITAL FUNDS/SM/

                   THE MONEY MARKET PORTFOLIOS/SERVICE CLASS

                         SUPPLEMENT TO PROSPECTUS DATED
                                JANUARY 1, 1997


The section entitled "What Are The Expenses Of The Portfolios?" has been amended
as follows:

     The following paragraph has been added after the expense table on page 4:

          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 each Portfolio.  This reduction in fee
          waivers will increase the total operating expenses (after fee waivers)
          of each Portfolio's Service Shares to .64% of its average net assets.
          PAMG and the Portfolios' administrators are under no obligation to
          waive or continue waiving their fees.

     The information in the Example on page 4 relating to the Portfolios has
     been replaced with the following:

          An investor in Service Shares in any Portfolio would pay the following
          expenses on a $1,000 investment assuming (1) 5% annual return, and (2)
          redemption at the end of each time period:


<TABLE>
<CAPTION>
==============================================
ONE YEAR    THREE YEARS  FIVE YEARS  TEN YEARS
- ----------  -----------  ----------  ---------
<S>         <C>          <C>         <C>
$7                  $20         $36        $80
==============================================
</TABLE>

          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 "How Are Shares Purchased And Redeemed? -- Distributor" in the
     Prospectus and "Investment Advisory, Administration, Distribution and
     Servicing Arrangements" in the Statement of Additional Information.



The section entitled "Who Manages The Fund?" has been amended as follows:

The second sentence in the second paragraph under "Administrators" is changed to
reflect that PFPC and CDI are entitled to receive a combined administration fee,
computed daily and payable monthly, at the aggregate annual rate of 0.15% of the
first $500 million of average daily net assets allocated to the Service Shares 
of each Portfolio, 0.13% of the next $500 million of average daily net assets 
allocated to the Service Shares of each Portfolio and 0.10% of the average 
daily net assets allocated to the Service Shares of each Portfolio in excess of 
$1 billion.

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 May 15, 1997.


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