<PAGE>
BLACKROCK FUNDS SM
THE EQUITY PORTFOLIOS/INVESTOR CLASSES
SUPPLEMENT TO PROSPECTUS DATED JANUARY 28, 2000
BLACKROCK LARGE CAP VALUE EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 7 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: Christopher R. Kaufman, leader of
the BFM large cap value team and Managing Director at BFM since July
2000; Gemma Ivol, Vice President and investment manager at BFM since
1995; Wade Wescott, Vice President and investment manager at BFM since
March 2000; and John M. Chambers, Vice President and investment manager
at BFM since August 2000. Prior to joining BFM, Mr. Kaufman was a Senior
Vice President and Portfolio Manager at Retirement System Investors Inc.
("RSI") since 1995 and Director of Research at RSI since 1997, and Ms.
Ivol served as an equity analyst with Provident Capital Management from
1988 to 1995. Prior to joining BFM, Mr. Wescott served as an equity
analyst at American Re from 1997 to 2000 and as an equity analyst at
Reams Asset Management from 1989 to 1997. Mr. Chambers formerly was an
equity analyst covering technology stocks for the large cap growth and
value products at RSI, prior to which he served as an equity analyst in
the private client area at Schroder & Co. from 1996 to 2000. Mr. Kaufman
and Mr. Chambers have been portfolio co-managers since September 2000,
and Ms. Ivol and Mr. Wescott since June 2000.
Past Performance (Annualized) of the Value Equity Fund of the RSI
Retirement Trust:
<TABLE>
<CAPTION>
RSI Value Russell 1000
Year or Periods Ended 6/30/00 Equity Fund Value Index
----------------------------- ----------- ------------
<S> <C> <C>
One Year......................................... 4.98% -5.00%
Three Year....................................... 16.92% 8.74%
Five Year........................................ 22.22% 17.27%
</TABLE>
The investment results shown above represent the annualized net
historical performance of Christopher R. Kaufman with respect to the
Value Equity Fund of the RSI Retirement Trust (the "RSI Fund"), an open-
end investment company registered under the Investment Company Act of
1940, while employed at RSI. For the periods shown, the RSI Fund had
substantially similar investment objectives, policies and strategies as
the BlackRock Large Cap Value Equity Portfolio. Mr. Kaufman was the sole
portfolio manager responsible for the RSI Fund's performance. Mr.
Kaufman has primary responsibility for the Large Cap Value Equity
Portfolio at BFM, with assistance from Gemma Ivol, Wade Wescott and John
Chambers, and he intends to utilize a substantially similar investment
approach for the Large Cap Value Equity Portfolio as he did with the RSI
Fund. The performance information is provided to illustrate the past
performance of Mr. Kaufman in managing a substantially similar fund and
does not represent the performance of the Large Cap Value Equity
Portfolio. Investors should realize that this past performance data is
not an indication of future performance of the Large Cap Value Equity
Portfolio.
The performance information above reflects the deduction of investment
advisory fees, is net of all transaction costs and expenses and reflects
dividend reinvestment. For the periods shown, the RSI Fund had lower
expenses than the Large Cap Value Equity Portfolio. If the RSI Fund had
similar expenses to the Large Cap Value Equity Portfolio, its
performance would have been lower than the results shown above. The
index used for comparison is the Russell 1000 Value Index, an unmanaged
index with no expenses.
<PAGE>
BLACKROCK LARGE CAP GROWTH EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 14 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: R. Andrew Damm, Managing Director at
BFM since 1997 and Matthew Considine, Vice President and investment
manager at BFM since 1998. Mr. Damm has served as senior investment
manager with BlackRock Advisors, Inc. since 1995 and was a portfolio
manager for PNC Bank from 1988 to 1995. Mr. Considine served as a
portfolio manager and equity analyst at Phoenix Duff & Phelps from 1995
to 1998. Mr. Damm has participated in the management of the portfolio
since 1996 and was designated as manager in September 1997. Mr.
Considine has been a portfolio co-manger since June 2000.
BLACKROCK MID-CAP VALUE EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 21 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: Christian K. Stadlinger, Managing
Director at BFM since 1996, Jarl Ginsberg, Vice President and investment
analyst at BFM since 1998, and Cynthia Axelrod, Vice President and
investment manager at BFM since March 2000. Prior to joining BFM, Mr.
Stadlinger served as a Portfolio Manger and Research Analyst with Morgan
Stanley Asset Management from 1989 to 1996, Mr. Ginsberg served as a
research analyst at Kennedy Capital Management from 1994 to 1998, and
Ms. Axelrod served as a Principal and Director at 1838 Investment
Advisors from 1995 to 2000, where she co-managed their small cap value
fund. Mr. Stadlinger has been a portfolio co-manager since inception and
Mr. Ginsberg and Ms. Axelrod since June 2000.
BLACKROCK SMALL CAP VALUE EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 34 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: Christian K. Stadlinger, Managing
Director at BFM since 1996, Jarl Ginsberg, Vice President and investment
analyst at BFM since 1998, and Cynthia Axelrod, Vice President and
investment manager at BFM since March 2000. Prior to joining BFM, Mr.
Stadlinger served as a Portfolio Manger and Equity Analyst with Morgan
Stanley Asset Management from 1989 to 1996, Mr. Ginsberg served as a
research analyst at Kennedy Capital Management from 1994 to 1998, and
Ms. Axelrod served as a Principal and Director at 1838 Investment
Advisors from 1995 to 2000, where she co-managed their small cap value
fund. Mr. Stadlinger has headed the fund's portfolio management team
since 1996, and Mr. Ginsberg and Ms. Axelrod have been portfolio co-
managers since June 2000.
<PAGE>
BLACKROCK INTERNATIONAL EMERGING MARKETS PORTFOLIO
Fund Management
The section "Fund Management" on page 57 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
International, Ltd. (BIL), including the following individuals who have
day-to-day responsibility: Nigel Barry, Managing Director at BIL since
1996, Peter Tait, Managing Director and Global Strategist at BIL since
1996, and Robin Watson, Vice President and investment manager at BIL
since 1999. Prior to joining BIL, Mr. Barry was Director and head of the
Pacific Basin desk at Dunedin Fund Managers Ltd., Peter Tait was
Director and head of the Continental European Desk at Dunedin Fund
Managers Ltd. from 1994-1996 and Robin Watson served as a Latin American
specialist with AIB Govett in London from 1997 to 1999. Mr. Barry has
served on the fund's management team since 1996 and has been fund co-
manager since April 1999, Mr. Watson since January 2000 and Mr. Tait
since June 2000.
BLACKROCK SELECT EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 73 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: R. Andrew Damm, Managing Director at
BFM since 1997 and Matthew Considine, Vice President and investment
manager at BFM since 1998. Prior to joining BFM, Mr. Damm served as
senior investment manager with BlackRock Advisors, Inc. since 1995 and
Mr. Considine served as portfolio manager and equity analyst at Phoenix
Duff & Phelps from 1995 to 1998. Mr. Damm and Mr. Considine have been
portfolio co-managers since June 2000.
ABOUT YOUR INVESTMENT
Which Pricing Option Should You Choose?
The last paragraph in the section "Which Pricing Option Should You Choose?" on
page 100 has been deleted.
SERVICES FOR SHAREHOLDERS
Retirement Plans
The second sentence in the section "Retirement Plans" on page 116 has been
amended to read in its entirety as follows:
For more information about applications or annual fees, please contact
the Fund Agent, PFPC Inc., at P.O. Box 8907, Wilmington, DE 19899-8907
or call 1-800-441-7762.
This Supplement is dated September 15, 2000.
<PAGE>
BLACKROCK FUNDS SM
THE EQUITY PORTFOLIOS/SERVICE CLASS
SUPPLEMENT TO PROSPECTUS DATED JANUARY 28, 2000
BLACKROCK LARGE CAP VALUE EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 5 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: Christopher R. Kaufman, leader of
the BFM large cap value team and Managing Director at BFM since July
2000; Gemma Ivol, Vice President and investment manager at BFM since
1995; Wade Wescott, Vice President and investment manager at BFM since
March 2000; and John M. Chambers, Vice President and investment manager
at BFM since August 2000. Prior to joining BFM, Mr. Kaufman was a Senior
Vice President and Portfolio Manager at Retirement System Investors Inc.
("RSI") since 1995 and Director of Research at RSI since 1997, and Ms.
Ivol served as an equity analyst with Provident Capital Management from
1988 to 1995. Prior to joining BFM, Mr. Wescott served as an equity
analyst at American Re from 1997 to 2000 and as an equity analyst at
Reams Asset Management from 1989 to 1997. Mr. Chambers formerly was an
equity analyst covering technology stocks for the large cap growth and
value products at RSI, prior to which he served as an equity analyst in
the private client area at Schroder & Co. from 1996 to 2000. Mr. Kaufman
and Mr. Chambers have been portfolio co-managers since September 2000,
and Ms. Ivol and Mr. Wescott since June 2000.
Past Performance (Annualized) of the Value Equity Fund of the RSI
Retirement Trust:
<TABLE>
<CAPTION>
RSI Value Russell 1000
Year or Periods Ended 6/30/00 Equity Fund Value Index
----------------------------- ----------- ------------
<S> <C> <C>
One Year......................................... 4.98% -5.00%
Three Year....................................... 16.92% 8.74%
Five Year........................................ 22.22% 17.27%
</TABLE>
The investment results shown above represent the annualized net
historical performance of Christopher R. Kaufman with respect to the
Value Equity Fund of the RSI Retirement Trust (the "RSI Fund"), an open-
end investment company registered under the Investment Company Act of
1940, while employed at RSI. For the periods shown, the RSI Fund had
substantially similar investment objectives, policies and strategies as
the BlackRock Large Cap Value Equity Portfolio. Mr. Kaufman was the sole
portfolio manager responsible for the RSI Fund's performance. Mr.
Kaufman has primary responsibility for the Large Cap Value Equity
Portfolio at BFM, with assistance from Gemma Ivol, Wade Wescott and John
Chambers, and he intends to utilize a substantially similar investment
approach for the Large Cap Value Equity Portfolio as he did with the RSI
Fund. The performance information is provided to illustrate the past
performance of Mr. Kaufman in managing a substantially similar fund and
does not represent the performance of the Large Cap Value Equity
Portfolio. Investors should realize that this past performance data is
not an indication of future performance of the Large Cap Value Equity
Portfolio.
The performance information above reflects the deduction of investment
advisory fees, is net of all transaction costs and expenses and reflects
dividend reinvestment. For the periods shown, the RSI Fund had lower
expenses than the Large Cap Value Equity Portfolio. If the RSI Fund had
similar expenses to the Large Cap Value Equity Portfolio, its
performance would have been lower than the results shown above. The
index used for comparison is the Russell 1000 Value Index, an unmanaged
index with no expenses.
<PAGE>
BLACKROCK LARGE CAP GROWTH EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 10 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: R. Andrew Damm, Managing Director at
BFM since 1997 and Matthew Considine, Vice President and investment
manager at BFM since 1998. Mr. Damm has served as senior investment
manager with BlackRock Advisors, Inc. since 1995 and was a portfolio
manager for PNC Bank from 1988 to 1995. Mr. Considine served as a
portfolio manager and equity analyst at Phoenix Duff & Phelps from 1995
to 1998. Mr. Damm has participated in the management of the portfolio
since 1996 and was designated as manager in September 1997. Mr.
Considine has been a portfolio co-manger since June 2000.
BLACKROCK MID-CAP VALUE EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 15 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: Christian K. Stadlinger, Managing
Director at BFM since 1996, Jarl Ginsberg, Vice President and investment
analyst at BFM since 1998, and Cynthia Axelrod, Vice President and
investment manager at BFM since March 2000. Prior to joining BFM, Mr.
Stadlinger served as a Portfolio Manger and Research Analyst with Morgan
Stanley Asset Management from 1989 to 1996, Mr. Ginsberg served as a
research analyst at Kennedy Capital Management from 1994 to 1998, and
Ms. Axelrod served as a Principal and Director at 1838 Investment
Advisors from 1995 to 2000, where she co-managed their small cap value
fund. Mr. Stadlinger has been a portfolio co-manager since inception and
Mr. Ginsberg and Ms. Axelrod since June 2000.
BLACKROCK SMALL CAP VALUE EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 25 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: Christian K. Stadlinger, Managing
Director at BFM since 1996, Jarl Ginsberg, Vice President and investment
analyst at BFM since 1998, and Cynthia Axelrod, Vice President and
investment manager at BFM since March 2000. Prior to joining BFM, Mr.
Stadlinger served as a Portfolio Manger and Equity Analyst with Morgan
Stanley Asset Management from 1989 to 1996, Mr. Ginsberg served as a
research analyst at Kennedy Capital Management from 1994 to 1998, and
Ms. Axelrod served as a Principal and Director at 1838 Investment
Advisors from 1995 to 2000, where she co-managed their small cap value
fund. Mr. Stadlinger has headed the fund's portfolio management team
since 1996, and Mr. Ginsberg and Ms. Axelrod have been portfolio co-
managers since June 2000.
<PAGE>
BLACKROCK INTERNATIONAL EMERGING MARKETS PORTFOLIO
Fund Management
The section "Fund Management" on page 42 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
International, Ltd. (BIL), including the following individuals who have
day-to-day responsibility: Nigel Barry, Managing Director at BIL since
1996, Peter Tait, Managing Director and Global Strategist at BIL since
1996, and Robin Watson, Vice President and investment manager at BIL
since 1999. Prior to joining BIL, Mr. Barry was Director and head of the
Pacific Basin desk at Dunedin Fund Managers Ltd., Peter Tait was
Director and head of the Continental European Desk at Dunedin Fund
Managers Ltd. from 1994-1996 and Robin Watson served as a Latin American
specialist with AIB Govett in London from 1997 to 1999. Mr. Barry has
served on the fund's management team since 1996 and has been fund co-
manager since April 1999, Mr. Watson since January 2000 and Mr. Tait
since June 2000.
BLACKROCK SELECT EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 54 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: R. Andrew Damm, Managing Director at
BFM since 1997 and Matthew Considine, Vice President and investment
manager at BFM since 1998. Prior to joining BFM, Mr. Damm served as
senior investment manager with BlackRock Advisors, Inc. since 1995 and
Mr. Considine served as portfolio manager and equity analyst at Phoenix
Duff & Phelps from 1995 to 1998. Mr. Damm and Mr. Considine have been
portfolio co-managers since June 2000.
This Supplement is dated September 15, 2000.
<PAGE>
BLACKROCK FUNDS SM
THE EQUITY PORTFOLIOS/INSTITUTIONAL CLASS
SUPPLEMENT TO PROSPECTUS DATED JANUARY 28, 2000
BLACKROCK LARGE CAP VALUE EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 5 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: Christopher R. Kaufman, leader of
the BFM large cap value team and Managing Director at BFM since July
2000; Gemma Ivol, Vice President and investment manager at BFM since
1995; Wade Wescott, Vice President and investment manager at BFM since
March 2000; and John M. Chambers, Vice President and investment manager
at BFM since August 2000. Prior to joining BFM, Mr. Kaufman was a Senior
Vice President and Portfolio Manager at Retirement System Investors Inc.
("RSI") since 1995 and Director of Research at RSI since 1997, and Ms.
Ivol served as an equity analyst with Provident Capital Management from
1988 to 1995. Prior to joining BFM, Mr. Wescott served as an equity
analyst at American Re from 1997 to 2000 and as an equity analyst at
Reams Asset Management from 1989 to 1997. Mr. Chambers formerly was an
equity analyst covering technology stocks for the large cap growth and
value products at RSI, prior to which he served as an equity analyst in
the private client area at Schroder & Co. from 1996 to 2000. Mr. Kaufman
and Mr. Chambers have been portfolio co-managers since September 2000,
and Ms. Ivol and Mr. Wescott since June 2000.
Past Performance (Annualized) of the Value Equity Fund of the RSI
Retirement Trust:
<TABLE>
<CAPTION>
RSI Value Russell 1000
Year or Periods Ended 6/30/00 Equity Fund Value Index
----------------------------- ----------- ------------
<S> <C> <C>
One Year......................................... 4.98% -5.00%
Three Year....................................... 16.92% 8.74%
Five Year........................................ 22.22% 17.27%
</TABLE>
The investment results shown above represent the annualized net
historical performance of Christopher R. Kaufman with respect to the
Value Equity Fund of the RSI Retirement Trust (the "RSI Fund"), an open-
end investment company registered under the Investment Company Act of
1940, while employed at RSI. For the periods shown, the RSI Fund had
substantially similar investment objectives, policies and strategies as
the BlackRock Large Cap Value Equity Portfolio. Mr. Kaufman was the sole
portfolio manager responsible for the RSI Fund's performance. Mr.
Kaufman has primary responsibility for the Large Cap Value Equity
Portfolio at BFM, with assistance from Gemma Ivol, Wade Wescott and John
Chambers, and he intends to utilize a substantially similar investment
approach for the Large Cap Value Equity Portfolio as he did with the
RSI Fund. The performance information is provided to illustrate the past
performance of Mr. Kaufman in managing a substantially similar fund and
does not represent the performance of the Large Cap Value Equity
Portfolio. Investors should realize that this past performance data is
not an indication of future performance of the Large Cap Value Equity
Portfolio.
The performance information above reflects the deduction of investment
advisory fees, is net of all transaction costs and expenses and reflects
dividend reinvestment. The index used for comparison is the Russell 1000
Value Index, an unmanaged index with no expenses.
<PAGE>
BLACKROCK LARGE CAP GROWTH EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 10 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: R. Andrew Damm, Managing Director at
BFM since 1997 and Matthew Considine, Vice President and investment
manager at BFM since 1998. Mr. Damm has served as senior investment
manager with BlackRock Advisors, Inc. since 1995 and was a portfolio
manager for PNC Bank from 1988 to 1995. Mr. Considine served as a
portfolio manager and equity analyst at Phoenix Duff & Phelps from 1995
to 1998. Mr. Damm has participated in the management of the portfolio
since 1996 and was designated as manager in September 1997. Mr.
Considine has been a portfolio co-manger since June 2000.
BLACKROCK MID-CAP VALUE EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 15 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: Christian K. Stadlinger, Managing
Director at BFM since 1996, Jarl Ginsberg, Vice President and investment
analyst at BFM since 1998, and Cynthia Axelrod, Vice President and
investment manager at BFM since March 2000. Prior to joining BFM, Mr.
Stadlinger served as a Portfolio Manger and Research Analyst with Morgan
Stanley Asset Management from 1989 to 1996, Mr. Ginsberg served as a
research analyst at Kennedy Capital Management from 1994 to 1998, and
Ms. Axelrod served as a Principal and Director at 1838 Investment
Advisors from 1995 to 2000, where she co-managed their small cap value
fund. Mr. Stadlinger has been a portfolio co-manager since inception and
Mr. Ginsberg and Ms. Axelrod since June 2000.
BLACKROCK SMALL CAP VALUE EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 25 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: Christian K. Stadlinger, Managing
Director at BFM since 1996, Jarl Ginsberg, Vice President and investment
analyst at BFM since 1998, and Cynthia Axelrod, Vice President and
investment manager at BFM since March 2000. Prior to joining BFM, Mr.
Stadlinger served as a Portfolio Manger and Equity Analyst with Morgan
Stanley Asset Management from 1989 to 1996, Mr. Ginsberg served as a
research analyst at Kennedy Capital Management from 1994 to 1998, and
Ms. Axelrod served as a Principal and Director at 1838 Investment
Advisors from 1995 to 2000, where she co-managed their small cap value
fund. Mr. Stadlinger has headed the fund's portfolio management team
since 1996, and Mr. Ginsberg and Ms. Axelrod have been portfolio co-
managers since June 2000.
<PAGE>
BLACKROCK INTERNATIONAL EMERGING MARKETS PORTFOLIO
Fund Management
The section "Fund Management" on page 42 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
International, Ltd. (BIL), including the following individuals who have
day-to-day responsibility: Nigel Barry, Managing Director at BIL since
1996, Peter Tait, Managing Director and Global Strategist at BIL since
1996, and Robin Watson, Vice President and investment manager at BIL
since 1999. Prior to joining BIL, Mr. Barry was Director and head of the
Pacific Basin desk at Dunedin Fund Managers Ltd., Peter Tait was
Director and head of the Continental European Desk at Dunedin Fund
Managers Ltd. from 1994-1996 and Robin Watson served as a Latin American
specialist with AIB Govett in London from 1997 to 1999. Mr. Barry has
served on the fund's management team since 1996 and has been fund co-
manager since April 1999, Mr. Watson since January 2000 and Mr. Tait
since June 2000.
BLACKROCK SELECT EQUITY PORTFOLIO
Fund Management
The section "Fund Management" on page 54 has been amended to read in its
entirety as follows:
The fund is managed by a team of investment professionals at BlackRock
Financial Management, Inc. (BFM), including the following individuals
who have day-to-day responsibility: Andrew Damm, Managing Director at
BFM since 1997 and Matthew Considine, Vice President and investment
manager at BFM since 1998. Prior to joining BFM, Mr. Damm served as
senior investment manager with BlackRock Advisors, Inc. since 1995 and
Mr. Considine served as portfolio manager and equity analyst at Phoenix
Duff & Phelps from 1995 to 1998. Mr. Damm and Mr. Considine have been
portfolio co-managers since June 2000.
This Supplement is dated September 15, 2000.
