EXPEDITION FUNDS, 497, 1997-06-13

EXPEDITION FUNDS
497, 1997-06-13

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<PAGE>

THE EXPEDITION MONEY MARKET FUND
(A PORTFOLIO OF THE EXPEDITION FUNDS)
INSTITUTIONAL SHARES

PROSPECTUS

The Institutional Shares ("Shares") offered by this prospectus represent
interests in the portfolio known as The Expedition Money Market Fund (formerly
The Starburst Money Market Fund) (the "Fund"). The Fund is one of a series of
investment portfolios in The Expedition Funds (formerly The Starburst Funds)
(the "Trust"), an open-end, management investment company (a mutual fund).

THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE;
THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

The investment objective of the Fund is to provide current income consistent
with stability of principal. The Fund pursues this investment objective by
investing in a variety of high-quality money market instruments maturing in
thirteen months or less.

Shareholders can invest in or redeem Shares at any time without charge or
penalty imposed by the Fund.

Compass Bank professionally manages the Fund's portfolio.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
COMPASS BANK, COMPASS BANCSHARES, INC. OR ANY OF ITS AFFILIATES, OR OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY COMPASS BANK, COMPASS BANCSHARES, INC.
OR ANY OF ITS AFFILIATES, OR BY ANY BANK, AND ARE NOT OBLIGATIONS OF,
GUARANTEED BY OR INSURED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION ("FDIC"), THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT
AGENCY.

This prospectus contains the information you should read and know before you
invest in Institutional Shares of the Fund. Keep this prospectus for future
reference.

The Trust has also filed a Statement of Additional Information dated June 9,
1997 with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have
received your prospectus electronically, free of charge by calling 1-800-992-
2085. To obtain other information or make inquiries about the Fund, contact
the Fund at the address listed in the back of this prospectus. The Statement
of Additional Information, material incorporated by reference into this
document, and other information regarding the Fund is maintained
electronically with the SEC at Internet Web site (http://www.sec.gov).

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated June 9, 1997
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES 1
- -------------------------------------
FINANCIAL HIGHLIGHTS 2
- -------------------------------------
GENERAL INFORMATION 3
- -------------------------------------
INVESTMENT INFORMATION 3
- -------------------------------------

Investment Objective 3
Investment Policies 3
Investment Limitations 7
FUND INFORMATION 7
- -------------------------------------

Management of the Fund 7
Distribution of Institutional
Shares 8
Administration of the Fund 8
NET ASSET VALUE 9
- -------------------------------------
INVESTING IN INSTITUTIONAL SHARES 9
- -------------------------------------

Share Purchases 9
What Shares Cost 10
Shareholder Accounts 10
Dividends 10
Capital Gains 10
EXCHANGE PRIVILEGE 10
- -------------------------------------

REDEEMING INSTITUTIONAL SHARES 11
- -------------------------------------

SHAREHOLDER INFORMATION 12
- -------------------------------------

Voting Rights 12
EFFECT OF BANKING LAWS 13
- -------------------------------------
TAX INFORMATION 13
- -------------------------------------

Federal Income Tax 13
PERFORMANCE INFORMATION 14
- -------------------------------------
OTHER CLASSES OF SHARES 14
- -------------------------------------
ADDRESSES 15
- -------------------------------------

I
<PAGE>

SUMMARY OF FUND EXPENSES
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INSTITUTIONAL SHARES
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price)................................................................... None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)..................................... None
Contingent Deferred Sales Charge (as a percentage of original
purchase price or redemption proceeds, as applicable)................... None
Redemption Fee (as a percentage of amount redeemed, if applicable)....... None*
Exchange Fee............................................................. None

*Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.

<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
<S> <C>
Management Fee (after waiver) (1) ....................................... 0.20%
Total Other Expenses (2)................................................. 0.23%
Total Operating Expenses (3)......................................... 0.43%
</TABLE>

[(1) The management fee has been reduced to reflect a voluntary waiver. Absent
this waiver, the maximum management fee is .40%. The Adviser has
voluntarily agreed to waive all or a portion of its fee to limit Total
Operating Expenses to not more than .43%. The Adviser reserves the right,
in its sole discretion, to terminate these voluntary fee waivers at any
time.

(2) The Administrator has agreed to waive, on a voluntary basis, a portion of
its fees. The Administrator reserves the right to terminate its waiver at
any time in its sole discretion. Absent such waiver, "Total Other
Expenses" for the Fund would be .28%.

(3) Absent the voluntary waivers and reimbursements described above, "Total
Operating Expenses" for the Fund would be .68%. Total Operating Expenses
have been restated to reflect current Institutional Shares expenses.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE INSTITUTIONAL SHARES OF
THE FUND WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE
DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FUND INFORMATION" AND
"INVESTING IN THE INSTITUTIONAL SHARES."

<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You 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. The Fund charges no redemption fee..... $ 4 $14 $24 $54
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

1
<PAGE>

THE EXPEDITION MONEY MARKET FUND
FINANCIAL HIGHLIGHTS*
- -------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following information has been audited by Deloitte & Touche LLP, the
Trust's independent auditors, as indicated in their report dated December 6,
1996 on the Trust's financial statements as of October 31, 1996 which are
incorporated by reference into the Trust's Statement of Additional
Information. This table should be read in conjunction with the Trust's
financial statements and related notes thereto. Additional performance
information is set forth in the Trust's 1996 Annual Report to Shareholders and
is available upon request and without charge by calling 1-800-992-2085.

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
--------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990(A)
- ----------------------- ---- ---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- -----------------------
INCOME FROM INVESTMENT
OPERATIONS
- -----------------------
Net investment income 0.04 0.05 0.03 0.03 0.04 0.06 0.06
- -----------------------
LESS DISTRIBUTIONS
- -----------------------
Distributions from net
investment income (0.04) (0.05) (0.03) (0.03) (0.04) (0.06) (0.06)
------ ------ ------ ------ ------ ------ ------
- -----------------------
NET ASSET VALUE, END OF
PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------ ------ ------
- -----------------------
TOTAL RETURN (B) 4.95% 5.51% 3.29% 2.84% 4.07% 6.44% 5.89%
- -----------------------
RATIOS TO AVERAGE NET
ASSETS
- -----------------------
Expenses 0.71% 0.56% 0.75% 0.70% 0.64% 0.62% 0.58%(c)
- -----------------------
Net investment income 4.85% 5.38% 3.26% 2.83% 4.01% 6.13% 7.80%(c)
- -----------------------
Expense
waiver/reimbursement
(d) 0.00% 0.10% 0.04% 0.00% 0.01% 0.05% 0.10%(c)
- -----------------------
SUPPLEMENTAL DATA
- -----------------------
Net assets, end of
period (000 omitted) $136,666 $141,434 $158,367 $131,508 $187,394 $212,997 $117,716
- -----------------------
</TABLE>
* The Starburst Money Market Fund Trust Shares Financial Highlights have
been used for illustrative purposes only.
(a) Reflects operations for the period from February 5, 1990 (date of initial
public investment) to October 31, 1990.
(b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.
(c) Computed on an annualized basis.
(d)This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

2
<PAGE>

GENERAL INFORMATION
- -------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated August 7, 1989. The Declaration of Trust permits
the Trust to offer separate series of shares of beneficial interest
representing interests in separate portfolios of securities. The shares of
beneficial interest in any one portfolio may be offered in separate classes.
As of the date of this prospectus, the Board of Trustees (the "Trustees") has
established two classes of shares of the Fund, Investment Service Shares and
Institutional Shares. This prospectus relates only to Institutional Shares of
the Expedition Money Market Fund.

Institutional Shares of the Fund are primarily designed for individuals and
entities establishing certain fiduciary, trust, agency, private banking,
custody or similar relationships with the Asset Management Group of Compass
Bank or a trust division of a Compass Bancshares, Inc. banking affiliate or
trust company affiliate of Compass Bancshares, Inc. who desire a convenient
means of accumulating an interest in a professionally managed portfolio
limited to money market instruments maturing in thirteen months or less.

The Fund attempts to stabilize the value of a Share at $1.00. Shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide current income consistent
with stability of principal. The investment objective cannot be changed
without approval of shareholders. While there is no assurance that the Fund
will achieve its investment objective, it endeavors to do so by complying with
the diversification and other requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market mutual funds and by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing primarily in a
portfolio of money market instruments maturing in thirteen months or less. The
average maturity of money market instruments in the Fund's portfolio, computed
on a dollar-weighted basis, will be 90 days or less. Unless indicated
otherwise, the investment policies set forth below may be changed by the
Trustees without the approval of shareholders. Shareholders will be notified
before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS. The Fund invests in high quality money market
instruments that are either rated in the highest short-term rating category by
one or more nationally recognized statistical rating organizations or of
comparable quality to securities having such ratings. Examples of these
instruments include, but are not limited to:

. debt obligations issued by U.S. and foreign corporations, including
variable rate demand notes;

3
<PAGE>

. commercial paper (including Canadian Commercial Paper ("CCP") and
Europaper);
. certificates of deposit, demand and time deposits, bankers' acceptances
and other instruments of domestic and foreign banks and other deposit
institutions ("Bank Instruments");
. short-term credit facilities, such as demand notes;
. debt obligations issued by Canada and other foreign nations, as well as
by supranational entities such as the World Bank;
. asset-backed and mortgage-backed securities, including collateralized
mortgage obligations ("CMOs");
. obligations issued or guaranteed as to payment of principal and interest
by the U.S. Government or one of its agencies or instrumentalities
("Government Securities"); and
. other money market instruments, including shares of other money market
funds.

The Fund invests only in instruments denominated and payable in U.S. dollars.

VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term corporate
debt instruments that have variable or floating interest rates and provide the
Fund with the right to tender the security for repurchase at its stated
principal amount plus accrued interest. Such securities typically bear
interest at a rate that is intended to cause the securities to trade at par.
The interest rate may float or be adjusted at regular intervals (ranging from
daily to annually), and is normally based on a published interest rate or
interest rate index.

OBLIGATIONS OF SUPRANATIONAL ENTITIES. Supranational entities are entities
established through the joint participation of several governments, and
include the Asian Development Bank, Inter-American Development Bank,
International Bank for Reconstruction and Development (World Bank), African
Development Bank, European Economic Community, European Investment Bank and
Nordic Investment Bank. The governmental members, or "stockholders," usually
make initial capital contributions to the supranational entity and in many
cases are committed to make additional capital contributions if the
supranational entity is unable to repay its borrowings.

BANK INSTRUMENTS. The Fund only invests in Bank Instruments either issued by
an institution having capital, surplus and undivided profits over $100 million
or insured by the Bank Insurance Fund ("BIF") or the Savings Association
Insurance Fund ("SAIF"). Bank Instruments may include Canadian Time Deposits,
Eurodollar Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit
("Yankee CDs") and Eurodollar Time Deposits ("ETDs").

SHORT-TERM CREDIT FACILITIES. Demand notes are short-term borrowing
arrangements between a corporation and an institutional lender (such as the
Fund) payable upon demand by either party. The notice period for demand
typically ranges from one to seven days, and the party may demand full or
partial payment. The Fund may also enter into, or acquire participations in,
short-term revolving credit facilities with corporate borrowers. Demand notes
and other short-term credit arrangements usually provide for floating or
variable rates of interest.

ASSET-BACKED SECURITIES. Asset-backed securities are securities issued by
special purpose entities whose primary assets consist of a pool of loans or
accounts receivable. The securities may take the form of beneficial interests
in a special purpose trust, limited partnership interests or commercial

4
<PAGE>

paper or other debt securities issued by a special purpose corporation.
Although the securities often have some form of credit or liquidity
enhancement, payments on the securities depend predominately upon collections
of the loans and receivables held by the issuer.

COMMERCIAL PAPER; SECTION 4(2) PAPER. Commercial paper is unsecured short-term
promissory notes issued by municipalities, corporations and other entities
with maturities up to nine months. The Fund may invest in commercial paper
issued in reliance on the exemption from registration afforded by Section 4(2)
of the Securities Act of 1933. Section 4(2) paper is restricted as to
disposition under federal securities law and is generally sold to
institutional investors, such as the Fund, who agree that they are purchasing
the paper for investment purposes and not with a view to public distribution.
Section 4(2) paper is normally resold to other institutional investors like
the Fund, thus providing liquidity.

PARTICIPATION INTERESTS. The Fund may purchase participation interests from
financial institutions such as commercial banks, savings associations, and
insurance companies, or from single-purpose, stand-alone finance subsidiaries
or trusts of such institutions, or from other special-purpose entities.
Participation interests give the Fund an undivided fractional ownership
interest in debt obligations. The debt obligations may include corporate loans
or debt securities or other types of debt obligations.

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities are instruments that
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional thirty-year fixed rate mortgages, graduated payment
mortgages, balloon mortgages and adjustable rate mortgages. During periods of
declining interest rates, prepayment of mortgages underlying mortgage-backed
securities can be expected to accelerate. Prepayment of mortgages which
underlie securities purchased at a premium often results in capital losses,
while prepayment of mortgages purchased at a discount often results in capital
gains. Because of these unpredictable prepayment characteristics, it is often
not possible to predict accurately the average life or realized yield of a
particular issue. Mortgage-related securities eligible for purchase by the
Fund may include collateralized mortgage obligations ("CMOs"). In a CMO,
series of bonds or certificates are usually issued in multiple classes.
Principal and interest paid on the underlying mortgage assets may be allocated
among the several classes of a series of a CMO in a variety of ways. Principal
payments on the underlying mortgage assets may cause CMOs to be retired
substantially earlier then their stated maturities or final distribution
dates, resulting in a loss of all or part of any premium paid.

U.S. GOVERNMENT OBLIGATIONS. Obligations issued or guaranteed by agencies of
the U.S. Government, including, among others, the Federal Farm Credit Bank,
the Federal Housing Administration and the Small Business Administration, and
obligations issued or guaranteed by instrumentalities of the U.S. Government,
including, among others, the Federal Home Loan Mortgage Corporation, the
Federal Land Banks and the U.S. Postal Service. Some of these securities are
supported by the full faith and credit of the U.S. Treasury (e.g. Government
National Mortgage Association securities), others are supported by the right
of the issuer to borrow from the Treasury (e.g., Federal Farm Credit Bank
securities), while still others are supported only by the credit of the
instrumentality (e.g., Federal National Mortgage Association securities).
Guarantees of principal by agencies or instrumentalities of the U.S.
Government may be a guarantee of payment at the maturity

5
<PAGE>

of the obligation so that in the event of a default prior to maturity there
might be a market and thus no means of realizing on the obligation prior to
maturity. Guarantees as to the timely payment of principal and interest do not
extend to the value or yield of these securities nor to the value of the
Fund's shares.

REPURCHASE AGREEMENTS. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S.
Government securities or other securities to the Fund and agree at the time of
sale to repurchase them at a mutually agreed upon time and price within one
year from the date of acquisition. To the extent that the original seller does
not repurchase the securities from the Fund, the Fund could receive less than
the repurchase price on any sale of such securities.

DEMAND FEATURES. The Fund may acquire securities that are subject to demand
features to purchase the securities at their principal amount (usually with
accrued interest) within a fixed period following a demand by the Fund. The
demand feature may be issued by the issuer of the underlying securities, a
dealer in the securities or by another third party, and may not be transferred
separately from the underlying security. The bankruptcy, receivership or
default by the issuer of the demand feature, or a default on the underlying
security or other event that terminates the demand feature before its
exercise, will adversely affect the liquidity of the underlying security.

RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted and
illiquid securities. Restricted securities are any securities in which the
Fund may otherwise invest pursuant to its investment objective and policies
but which are subject to restriction on resale under federal securities law.
Illiquid securities are securities that may not be sold at approximately their
carrying value in seven days or less. The Fund will limit investments in
illiquid securities, including restricted securities not determined by the
Trustees to be liquid, non-negotiable time deposits, and repurchase agreements
providing for settlement in more than seven days after notice, to 10% of its
net assets.

LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend its portfolio securities on a short-term basis up to one-third
of the value of its total assets to institutional borrowers of securities. The
Fund will only enter into loan arrangements with broker/dealers, banks, or
other institutions which the investment adviser has determined are
creditworthy under guidelines established by the Trustees. There is the risk
that when lending portfolio securities, the securities may not be available to
the Fund on a timely basis, and the Fund may, therefore, lose the opportunity
to sell the securities at a desirable price. In addition, in the event that a
borrower of securities would file for bankruptcy or become insolvent,
disposition of the securities may be delayed pending court action.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase
securities on a when-issued or delayed delivery basis. These transactions are
arrangements in which the Fund purchases securities with payment and delivery
scheduled for a future time. The seller's failure to complete these
transactions may cause the Fund to miss a price or yield considered to be
advantageous. Settlement dates may be a month or more after entering into
these transactions, and the market values of the securities purchased may vary
from the purchase prices.

CONCENTRATION OF INVESTMENTS. The Fund will not invest 25% or more of its
total assets in any one industry except that the Fund may invest 25% or more
of its total assets in obligations issued by U.S. banks and by U.S. branches
of foreign banks.

6
<PAGE>

FOREIGN SECURITIES RISK. ECDs, ETDs, Yankee CDs, CCPs, Canadian Time Deposits,
and Europaper are subject to somewhat different risks than domestic
obligations of domestic banks. Examples of these risks include international,
economic and political developments, foreign governmental restrictions that
may adversely affect the payment of principal or interest, foreign withholding
or other taxes on interest income, difficulties in obtaining or enforcing a
judgment against the issuing bank, and the possible impact of interruptions in
the flow of international currency transactions. Different risks may also
exist for Canadian Time Deposits, ECDs, ETDs and Yankee CDs because the banks
issuing these instruments, or their domestic or foreign branches, are not
necessarily subject to the same regulatory requirements that apply to domestic
banks, such as reserve requirements, loan limitations, examinations,
accounting, auditing, recordkeeping and the public availability of
information. These factors will be carefully considered by the Fund's adviser
in selecting investments for the Fund.

INVESTMENT LIMITATIONS

The Fund will not:

. borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a
percentage of its cash value with an agreement to buy it back on a set
date) or pledge securities except, under certain circumstances, the Fund
may borrow up to one-third of the value of its total assets and pledge
up to 15% of the value of its total assets to secure such borrowings; or
. with respect to 75% of the value of its total assets, invest more than
5% of the value of its total assets in the securities of any one issuer,
other than cash, cash items or securities issued or guaranteed by the
government of the United States or its agencies or instrumentalities and
repurchase agreements collateralized by such securities. However, to the
extent that the diversification requirements imposed by Rule 2a-7 are
more stringent, the Fund will follow the dictates of Rule 2a-7.

The above investment limitations cannot be changed without shareholder
approval.

FUND INFORMATION
- -------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. The Board of Trustees is responsible for managing the
business affairs of the Trust and for exercising all of the powers of the
Trust except those reserved for the shareholders.

INVESTMENT ADVISER. Pursuant to an investment advisory contract with the Trust
and subject to direction by the Trustees, investment decisions for the Fund
are made by Compass Bank, an Alabama state banking corporation that is a
Federal Reserve System member bank, (the "Adviser"). The Adviser continually
conducts investment research and supervision for the Fund and is responsible
for the purchase or sale of portfolio instruments, for which it receives an
annual fee from the assets of the Fund.

ADVISORY FEES. The Adviser is entitled to receive an annual investment
advisory fee equal to .40% of the Fund's average daily net assets payable
from the assets of the Fund. The Adviser may

7
<PAGE>

choose to voluntarily waive or reimburse a portion of its fee. The Adviser
reserves the right, in its sole discretion, to terminate these voluntary
waivers at any time.

ADVISER'S BACKGROUND. Compass Bank is a wholly-owned subsidiary of Compass
Bancshares, Inc. ("Bancshares"), a bank holding company organized under
the laws of Delaware. Through its subsidiaries and affiliates, Bancshares,
the 55th largest bank holding company in the United States in terms of
total assets as of December 31, 1996, offers a full range of financial
services to the public including commercial lending, depository services,
cash management, brokerage services, retail banking, credit card services,
investment advisory services and trust services.

As of December 31, 1996, Compass Bank offered a broad range of commercial
banking services. The Adviser has served as investment adviser to mutual
funds since February 5, 1990, and as of December 31, 1996, the Asset
Management Group of Compass Bank had approximately $5.9 billion under
administration of which it had investment discretion over approximately
$1.73 billion. The Asset Management Group of Compass Bank provides
investment advisory and management services for the assets of individuals,
pension and profit sharing plans, endowments and foundations.

As part of its regular banking operations, the Adviser may make loans to
public companies. Thus, it may be possible, from time to time, for the
Fund to hold or acquire the securities of issuers which are also lending
clients of the Adviser. The lending relationship will not be a factor in
the selection of securities.

DISTRIBUTION OF INSTITUTIONAL SHARES

SEI Investments Distribution Co. (the "Distributor") is the principal
distributor for Shares of the Fund. It is a wholly-owned subsidiary of SEI
Investments Company ("SEI") and is the principal distributor for a number of
investment companies. In connection with the sale of Institutional Shares, the
Distributor may, from time to time, offer certain items of nominal value to
any shareholder or investor.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. SEI Fund Resources (the "Administrator") provides the
Fund with certain administrative personnel and services necessary to operate
the Fund. Such services include shareholder servicing and certain legal and
accounting services. For these services, the Administrator is entitled to a
fee which is calculated daily and paid monthly at an annual rate of .20% of
the Fund's average daily net assets payable from the assets of the Fund. The
Administrator may choose to voluntarily waive a portion of its fee. The
Administrator reserves the right, in its sole discretion, to terminate these
voluntary waivers at any time.

TRANSFER AGENT/SERVICING AGENT. State Street Bank and Trust Company and Boston
Financial Data Services, Inc. (the "Transfer Agent") act as transfer agent and
servicing agent, respectively, for the Trust, and are entitled to compensation
for such services payable from the assets of the Fund.

CUSTODIAN. Compass Bank, which also serves as the Fund's investment adviser,
is custodian for the securities and cash of the Fund for which it receives an
annual fee of .02% of the Fund's daily net assets payable from the assets of
the Fund and is reimbursed for its out of pocket expenses.

8
<PAGE>

NET ASSET VALUE
- -------------------------------------------------------------------------------

The Fund attempts to stabilize the net asset value of its Shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net
asset value per Share is determined by adding the interest of the Shares in
the value of all securities and other assets of the Fund, subtracting the
interest of the Shares in the liabilities of the Fund and those attributable
to Shares, and dividing the remainder by the total number of Shares
outstanding. The Fund, of course, cannot guarantee that its net asset value
will always remain at $1.00 per Share.

The net asset value is determined at 12:00 noon, 3:00 p.m. (Central time), and
as of the close of trading on the New York Stock Exchange ("NYSE") (normally
3:00 p.m., Central time) on days on which both the NYSE and the Federal
Reserve wire system are open for business (a "Business Day").

INVESTING IN INSTITUTIONAL SHARES
- -------------------------------------------------------------------------------

SHARE PURCHASES

Institutional Shares are available through the Asset Management Group of
Compass Bank or through the trust division of any banking affiliate of
Bancshares or trust company affiliate of Bancshares for qualifying customers
establishing fiduciary, trust, private banking, agency, custody, and similar
relationships with Compass Bank's Asset Management Group or such trust
division or trust company affiliate. Investors may purchase Institutional
Shares of the Fund on each Business Day. The Trust reserves the right to
reject any purchase request.

The Compass Bank Asset Management Group and other affiliates and divisions of
any affiliate of Bancshares through which Institutional Shares are available
sometimes are referred to below as "Compass."

To purchase Shares, a customer may contact the Compass Asset Management Group
or other Compass trust division or trust company affiliate by telephoning
Compass Bank. Payment may be made either by check or wire transfer of federal
funds or by debiting a customer's account at a Bancshares banking affiliate.

To purchase by check, the check must be included with the order and made
payable to "The Expedition Money Market Fund--Institutional Shares." Orders
are considered received after payment by check is converted into federal
funds. Third party checks, credit cards, credit card checks and cash will not
be accepted. When purchases are made by check, redemptions will not be allowed
until the investment being redeemed has been in the account for 15 business
days.

When payment is made through wire transfer of federal funds, the order is
considered received immediately upon receipt of the wire. Payment by wire must
be received before 3:00 p.m. (Central time) on the same day as the order.
Prior to purchasing by wire, investors should call their Compass
representative prior to 1:00 p.m. (Central time). Shares can not be purchased
by Federal Reserve wire on days when either the NYSE or Federal Reserve is
closed.

9
<PAGE>

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund.

SHAREHOLDER ACCOUNTS

Compass maintains a Share account for each shareholder of record. Share
certificates are not issued. Institutional Shares sold to Compass acting in a
fiduciary, advisory, custodial, agency, or similar capacity on behalf of
customers may be held of record by Compass. Beneficial ownership of the
Institutional Shares are recorded by Compass and reflected in the account
statements provided by Compass to customers, and reports of purchases and
redemptions of Institutional Shares by Compass in a fiduciary, advisory,
custodial, agency or similar capacity on behalf of customers are provided
periodically by Compass to such customers.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional Shares unless cash payments are
requested by shareholders in writing to the Trust or Compass, as appropriate.
Share purchase orders received by the Fund before 1:00 p.m. (Central time)
earn dividends that day.

CAPITAL GAINS

Net capital gains realized by the Fund, if any, could result in an increase in
dividends. Capital losses could result in a decrease in dividends. If, for
some extraordinary reason, the Fund realizes net long-term capital gains, it
will distribute them at least once every twelve months, and will be
automatically reinvested in additional Shares unless cash payments are
requested in writing to the Transfer Agent or Compass, as appropriate.

EXCHANGE PRIVILEGE
- -------------------------------------------------------------------------------

Shareholders may exchange Institutional Shares of the Fund for Institutional
Shares in The Expedition Equity Fund and The Expedition Bond Fund. Neither the
Trust nor any of the Funds imposes any additional fees on exchanges.

Upon receipt of proper instructions and all necessary supporting documents,
shares submitted for exchange will be redeemed at the next-determined net
asset value. If the exchanging shareholder does not have an account in the
participating fund whose shares are being acquired, a new account will be
established with the same registration, dividend and capital gain options as
the account from which shares are exchanged, unless otherwise specified by the
shareholders. In the case where the new account registration is not identical
to that of the existing account, a signature guarantee is required. (See
"Redeeming Shares--By Mail.") Exercise of this privilege is treated as a
redemption and new purchase for federal income tax purposes and, depending on
the circumstances, a short or long-term capital gain or loss may be realized.
The Fund reserves the right to modify or terminate the exchange privilege at
any time. Shareholders would be notified prior to any modification or
termination. Shareholders may obtain further information on the exchange
privilege by calling Compass. Shareholders who exchange into Shares of the
Fund will not receive a dividend from the Fund on the date of the exchange.

10
<PAGE>

EXCHANGE BY TELEPHONE. Shareholders may provide instructions for exchanges
between participating funds by calling 1-800-992-2085. In addition, investors
may exchange Shares by calling their authorized representative directly.

An authorization form permitting the Fund to accept telephone exchange
requests must first be completed. It is recommended that investors request
this privilege at the time of their initial application. If not completed at
the time of initial application, authorization forms and information on this
service can be obtained through a Compass representative.

Shares may be exchanged by telephone only between fund accounts having
identical shareholder registrations. Exchange instructions given by telephone
may be electronically recorded. If reasonable procedures are not followed by
the Fund, it may be liable for losses due to unauthorized or fraudulent
telephone instructions.

Telephone exchange instructions must be received before 3:00 p.m. (Central
time) for Shares to be exchanged the same day.

WRITTEN EXCHANGE. A shareholder wishing to make an exchange by written request
may do so by sending it to: The Expedition Money Market Fund--Institutional
Shares, P.O. Box 8010, Boston, Massachusetts 02266-8010.

REDEEMING INSTITUTIONAL SHARES
- -------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value next determined after Compass
receives the redemption request. Redemptions will be made on each Business
Day. Telephone or written requests for redemptions must be received in proper
form and can be made through Compass.

BY TELEPHONE. Shareholders may redeem Shares of the Fund by telephoning
Compass. Shareholders may call toll-free 1-800-992-2085. An authorization form
permitting the Fund to accept telephone redemption requests must first be
completed. Redemption requests through Compass must be received before 1:00
p.m. (Central time). If at any time, the Fund shall determine it necessary to
terminate or modify this method of redemption, shareholders would be promptly
notified.

Redemption requests must be received by and transmitted to Compass before 1:00
p.m. (Central time) in order for the proceeds to be wired that same day.
Compass is responsible for promptly submitting redemption requests and
providing proper written redemption instructions to the Transfer Agent.

For calls received by Compass before 1:00 p.m. (Central time) proceeds will
normally be wired the same day to Compass. For calls received after 1:00 p.m.
(Central time) proceeds will normally be wired the following business day. In
no event will proceeds be wired more than seven days after a proper request
for redemption has been received.

Redemption requests received before 1:00 (Central time) will normally be paid
the same day but will not be entitled to that day's dividend.

11
<PAGE>

None of Compass, the Transfer Agent nor the Trust will be responsible for any
loss, liability, cost or expense for acting upon wire or telephone
instructions that it reasonably believes to be genuine. The Trust and Transfer
Agent will each employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, including requiring a form of personal
identification prior to acting upon instructions received by telephone and
recording telephone instructions. Such procedures may include taping of
telephone conversations.

If market conditions are extraordinarily active or other extraordinary
circumstance exist, and you experience difficulties placing redemption orders
by telephone, you may consider placing your order by mail.

BY MAIL. Shareholders may redeem Shares of the Fund by sending a written
request to the Fund through Compass. The written request should include the
shareholder's name, the Fund name, the class name, the account number, and the
Share or dollar amount requested. Investors redeeming through Compass should
mail written requests to: The Expedition Money Market Fund--Institutional
Shares, P.O. Box 8010, Boston, Massachusetts 02266-8010.

SIGNATURES. Shareholders requesting a redemption of any amount to be sent to
an address other than that on record with the Fund or a redemption payable
other than to the shareholder of record must have their signatures guaranteed
by:

. a trust company or commercial bank whose deposits are insured by the
Bank Insurance Fund ("BIF"), which is administered by the FDIC;
. a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchanges;
. a savings bank or savings association whose deposits are insured by the
Savings Association Insurance Fund ("SAIF") which is administered by the
FDIC; or
. any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.

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

The Trust and its transfer agent have adopted standards for accepting
signature guarantees from the above institutions. The Fund may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. Redemptions of $40,000 or greater for the
Fund must be in writing and a signature guarantee must accompany the written
request. The Trust and its transfer agent reserve the right to amend these
standards at any time without notice.

Normally, a check for the proceeds is mailed to the shareholder within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request.

SHAREHOLDER INFORMATION
- -------------------------------------------------------------------------------

VOTING RIGHTS

Each Share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of each portfolio
in the Trust have equal voting rights, except that in matters affecting only a
particular Fund or class, only shares of that Fund or class are entitled to
vote.

12
<PAGE>

As used in this Prospectus, a "vote of a majority of the outstanding shares"
of a Fund means, with respect to the approval of an investment advisory
agreement, sub-advisory agreement, a change in a fundamental investment
limitation or with respect to a material increase in the 12b-1 distribution
costs, the lesser of (a) more than 50% of the outstanding shares of a Fund, or
(b) at least 67% of the shares of a Fund present at a meeting at which the
holders of more than 50% of the outstanding shares of such Fund are
represented in person or by proxy.

As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust or the Fund's operation and for the election of Trustees
under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special
meeting. A special meeting of the shareholders shall be called by the Trustees
upon the written request of shareholders owning at least 10% of the Trust's
outstanding shares.

EFFECT OF BANKING LAWS
- -------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently
prohibit a bank holding company registered under the Bank Holding Company Act
of 1956 or any affiliate thereof from sponsoring, organizing or controlling a
registered, open-end investment company continuously engaged in the issuance
of its shares, and from issuing, underwriting, selling or distributing
securities in general. Such laws and regulations do not prohibit such a
holding company or affiliate from acting as investment adviser, transfer
agent, or custodian to such an investment company or from purchasing shares of
such a company as agent for and upon the order of their customers.

Compass Bank, Bancshares and certain of Bancshares' affiliates are subject to
certain such banking laws and regulations. They believe, based on the advice
of their counsel, that they may perform those services for the Fund
contemplated by any existing agreement entered into with the Trust without
violating those laws or regulations. Changes in either federal or state
statutes and regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, as well as further judicial or
administrative decisions or interpretations of present or future statutes and
regulations, could prevent these entities from continuing to perform all or a
part of the above services. If this happens, the Trustees would consider
alternative means of continuing available investment services. It is not
expected that shareholders would suffer any adverse financial consequences as
a result of any of these occurrences.

TAX INFORMATION
- -------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund intends to pay no federal income tax because it expects to meet
requirements of the Internal Revenue Code applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.

13
<PAGE>

Unless otherwise exempt, shareholders are required to pay federal income tax
on any dividends and other distributions received. This applies whether
dividends and distributions are received in cash or as additional Shares.

STATE AND LOCAL TAXES. Shareholders are urged to consult their own tax
advisers regarding the status of their accounts under state and local tax
laws.

PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------

From time to time, the Fund advertises its yield, effective yield and total
return.

The yield of Shares represents the annualized rate of income earned on an
investment in Shares over a seven-day period. It is the annualized dividends
earned during the period on the investment, shown as a percentage of the
investment. The effective yield is calculated similarly to the yield, but,
when annualized, the income earned by an investment in Shares is assumed to be
reinvested daily. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.

Total return represents the change, over a specified period of time, in the
value of an investment in Shares after reinvesting all income distributions.
It is calculated by dividing that change by the initial investment and is
expressed as a percentage.

Yield, effective yield and total return will be calculated separately for
Institutional Shares and Investment Service Shares. Because Investment Service
Shares have a shareholder servicing plan, the yield, effective yield and total
return for Institutional Shares, for the same period, ordinarily will exceed
that of Investment Service Shares.

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

OTHER CLASSES OF SHARES
- -------------------------------------------------------------------------------

The Fund also offers another class of shares called Investment Service Shares.
Investment Service Shares are sold at net asset value. Investments in
Investment Service Shares are subject to a minimum initial investment of
$1,000.

The stated advisory fee is the same for both classes of shares.

To obtain more information and a prospectus for Investment Service Shares,
investors may call 1-800-992-2085.

14
<PAGE>

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
The Expedition Money Market Fund One Freedom Valley Road
Oaks, Pennsylvania 19456
- -------------------------------------------------------------------------------------------------------------------
Distributor
SEI Investments Distribution Co. One Freedom Valley Road
Oaks, Pennsylvania 19456
- -------------------------------------------------------------------------------------------------------------------
Investment Adviser and Custodian
Compass Bank 15 S. 20th Street
Birmingham, Alabama 35233
- -------------------------------------------------------------------------------------------------------------------
Transfer Agent and Servicing Agent
Transfer Agent Servicing Agent
State Street Bank and Trust Company Boston Financial Data Services, Inc.
225 Franklin Street Two Heritage Drive
Boston, Massachusetts 02110 Quincy, Massachusetts 02171
- -------------------------------------------------------------------------------------------------------------------
Independent Auditors
Deloitte & Touche LLP 2500 One PPG Place
Pittsburgh, Pennsylvania 15222-5401
- -------------------------------------------------------------------------------------------------------------------
Counsel
Morgan, Lewis & Bockius LLP 1800 M Street, N.W.
Washington, D.C. 20036
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

15
<PAGE>

THE EXPEDITION MONEY MARKET FUND
(A PORTFOLIO OF THE EXPEDITION FUNDS)
INVESTMENT SERVICE SHARES

PROSPECTUS

The Investment Service Shares ("Shares") offered by this prospectus represent
interests in the portfolio known as The Expedition Money Market Fund (formerly
The Starburst Money Market Fund) (the "Fund"). The Fund is one of a series of
investment portfolios in The Expedition Funds (formerly The Starburst Funds)
(the "Trust"), an open-end, management investment company (a mutual fund).

THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE;
THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

Shareholders can invest in or redeem Shares at any time without charge or
penalty imposed by the Fund.

Compass Bank professionally manages the Fund's portfolio.

This prospectus contains the information you should read and know before you
invest in Shares of the Fund. Keep this prospectus for future reference.

Prospectus dated June 9, 1997
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

Investment Objective 3
Investment Policies 3
Investment Limitations 7
FUND INFORMATION 7
- -------------------------------------

Management of the Fund 7
Distribution of Investment Service
Shares 8
Administration of the Fund 9
NET ASSET VALUE 9
- -------------------------------------
INVESTING IN INVESTMENT SERVICE
SHARES 9
- -------------------------------------

Share Purchases 9
What Shares Cost 10
Shareholder Accounts 10
Dividends 11
Capital Gains 11
Systematic Investment Program 11
Retirement Plans 11
EXCHANGE PRIVILEGE 11
- -------------------------------------

REDEEMING INVESTMENT SERVICE
SHARES 12
- -------------------------------------

Systematic Withdrawal Program 14
Accounts with Low Balances 14
SHAREHOLDER INFORMATION 15
- -------------------------------------

Voting Rights 15
EFFECT OF BANKING LAWs 15
- -------------------------------------
TAX INFORMATION 16
- -------------------------------------

Federal Income Tax 16
PERFORMANCE INFORMATION 16
- -------------------------------------
OTHER CLASSES OF SHARES 16
- -------------------------------------
ADDRESSES 17
- -------------------------------------

I
<PAGE>

SUMMARY OF FUND EXPENSES
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTMENT SERVICE SHARES
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price)................................................................... None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)..................................... None
Contingent Deferred Sales Charge (as a percentage of original
purchase price or redemption proceeds, as applicable)................... None
Redemption Fee (as a percentage of amount redeemed, if applicable)....... None*
Exchange Fee............................................................. None

*Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.

<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
<S> <C>
Management Fee (after waiver) (1) ....................................... 0.20%
Shareholder Servicing Fee ............................................... 0.25%
Total Other Expenses (2)................................................. 0.23%
Total Operating Expenses (3)......................................... 0.68%
</TABLE>

(1) The management fee has been reduced to reflect a voluntary waiver. Absent
this waiver, the maximum management fee is .40%. The Adviser has
voluntarily agreed to waive all or a portion of its fee to limit Total
Operating Expenses to not more than .68%. The Adviser reserves the right,
in its sole discretion, to terminate these voluntary fee waivers at any
time.

(3) Absent the voluntary waivers and reimbursements described above, "Total
Operating Expenses" for the Fund would be .93%. "Total Operating Expenses"
have been restated to reflect current Investment Service Shares expenses.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE INVESTMENT SERVICE SHARES
OF THE FUND WILL BEAR, EITHER DIRECTLY OR INDIRECTY. FOR MORE COMPLETE
DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FUND INFORMATION" AND
"INVESTING IN THE INVESTMENT SERVICE SHARES."

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

1
<PAGE>

THE EXPEDITION MONEY MARKET FUND
FINANCIAL HIGHLIGHTS--INVESTMENT SERVICE SHARES*
- -------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following information has been audited by Deloitte & Touche LLP, the
Trust's independent auditors, as indicated in their report dated December 6,
1996 on the Trust's financial statements as of October 31, 1996 which are
incorporated by reference into the Trust's Statement of Additional
Information.This table should be read in conjunction with the Trust's
financial statements and related notes thereto. Additional performance
information is set forth in the Trust's 1996 Annual Report to Shareholders and
is available upon request and without charge by calling 1-800-992-2085.

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
--------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990(A)
- ----------------------- ---- ---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- -----------------------
INCOME FROM INVESTMENT
OPERATIONS
- -----------------------
Net investment income 0.04 0.05 0.03 0.03 0.04 0.06 0.06
- -----------------------
LESS DISTRIBUTIONS
- -----------------------
Distributions from net
investment income (0.04) (0.05) (0.03) (0.03) (0.04) (0.06) (0.06)
------ ------ ------ ------ ------ ------ ------
- -----------------------
NET ASSET VALUE, END OF
PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------ ------ ------
- -----------------------
TOTAL RETURN (B) 4.95% 5.51% 3.29% 2.84% 4.07% 6.44% 5.89%
- -----------------------
RATIOS TO AVERAGE NET
ASSETS
- -----------------------
Expenses 0.71% 0.56% 0.75% 0.70% 0.64% 0.62% 0.58%(c)
- -----------------------
Net investment income 4.85% 5.38% 3.26% 2.83% 4.01% 6.13% 7.80%(c)
- -----------------------
Expense
waiver/reimbursement
(d) 0.00% 0.10% 0.04% 0.00% 0.01% 0.05% 0.10%(c)
- -----------------------
SUPPLEMENTAL DATA
- -----------------------
Net assets, end of
period (000 omitted) $136,666 $141,434 $158,367 $131,508 $187,394 $212,997 $117,716
- -----------------------
</TABLE>
* Formerly The Starburst Money Market Fund Trust Shares, which were not
charged 12b-1 fees or shareholder servicing fees.
(a) Reflects operations for the period from February 5, 1990 (date of initial
public investment) to October 31, 1990.
(b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.
(c) Computed on an annualized basis.
(d)This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

2
<PAGE>

GENERAL INFORMATION
- -------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated August 7, 1989. The Declaration of Trust permits
the Trust to offer separate series of shares of beneficial interest
representing interests in separate portfolios of securities. The shares of
beneficial interest in any one portfolio may be offered in separate classes.
As of the date of this prospectus, the Board of Trustees (the "Trustees") has
established two classes of shares of the Fund, Institutional Shares and
Investment Service Shares. This prospectus relates only to Investment Service
Shares of the Expedition Money Market Fund.

Investment Service Shares of the Fund are primarily designed for customers of
Compass Bank and its correspondents and affiliates, including individuals and
entities obtaining certain fiduciary, trust, agency, private banking, custody
or similar services through a division or affiliate of Compass Bank or Compass
Bancshares, Inc. who desire a convenient means of accumulating an interest in
a professionally managed portfolio limited to money market instruments
maturing in thirteen months or less.

The Fund attempts to stabilize the value of a Share at $1.00. Shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide current income consistent
with stability of principal. The investment objective cannot be changed
without approval of shareholders. While there is no assurance that the Fund
will achieve its investment objective, it endeavors to do so by complying with
the diversification and other requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market mutual funds and by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

3
<PAGE>

. commercial paper (including Canadian Commercial Paper ("CCP") and
Europaper);

. certificates of deposit, demand and time deposits, bankers' acceptances
and other instruments of domestic and foreign banks and other deposit
institutions ("Bank Instruments");
. short-term credit facilities, such as demand notes;
. debt obligations issued by Canada and other foreign nations, as well as
by supranational entities such as the World Bank;
. asset-backed and mortgage-backed securities, including collateralized
mortgage obligations ("CMOs");
. obligations issued or guaranteed as to payment of principal and interest
by the U.S. Government or one of its agencies or instrumentalities
("Government Securities"); and
. other money market instruments, including shares of other money market
funds.

The Fund invests only in instruments denominated and payable in U.S. dollars.

4
<PAGE>

5
<PAGE>

no means of realizing on the obligation prior to maturity. Guarantees as to
the timely payment of principal and interest do not extend to the value or
yield of these securities nor to the value of the Fund's shares.

6
<PAGE>

INVESTMENT LIMITATIONS

The Fund will not:

The above investment limitations cannot be changed without shareholder
approval.

FUND INFORMATION
- -------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. The Board of Trustees is responsible for managing the
business affairs of the Trust and for exercising all of the powers of the
Trust except those reserved for the shareholders.

7
<PAGE>

ADVISORY FEES. The Adviser is entitled to receive an annual investment
advisory fee equal to .40% of the Fund's average daily net assets payable
from the assets of the Fund. The Adviser may choose to voluntarily waive
or reimburse a portion of its fee. The Adviser reserves the right, in its
sole discretion, to terminate these voluntary waivers at any time.

DISTRIBUTION OF INVESTMENT SERVICE SHARES

SEI Investments Distribution Co. (the "Distributor") is the principal
distributor for Shares of the Fund. It is a wholly-owned subsidiary of SEI
Investments Company ("SEI") and is the principal distributor for a number of
investment companies. In connection with the sale of Investment Service
Shares, the Distributor may, from time to time, offer certain items of nominal
value to any shareholder or investor. The Fund reserves the right to reject
any purchase request.

SHAREHOLDER SERVICE PLAN. Pursuant to the provisions of a shareholder service
plan (the "Plan"), the Fund will pay to the Distributor an amount computed at
an annual rate of .25% of the average daily net asset value of the Fund's
Investment Service Shares.

The Distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers and broker/dealers, including
Compass Bank and various other affiliates of Bancshares, to provide
shareholder and/or administrative services as agents for their clients or
customers who beneficially own shares of the Fund. Administrative services may
include, but are not limited to, the following functions: providing office
space, equipment, telephone facilities, and various personnel including
clerical, supervisory, and computer as necessary or beneficial to establish
and maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries regarding the Fund; assisting
clients with changing dividend options, account designations and addresses;
and

8
<PAGE>

providing such other services as the Fund reasonably requests. The schedules
of fees and the basis upon which fees will be paid will be determined, from
time to time, by the Distributor.

ADMINISTRATION OF THE FUND

NET ASSET VALUE
- -------------------------------------------------------------------------------

INVESTING IN INVESTMENT SERVICE SHARES
- -------------------------------------------------------------------------------

SHARE PURCHASES

Investment Service Shares are available through the Asset Management Group of
Compass Bank, or through other affiliates of Bancshares or divisions of
affiliates of Bancshares providing fiduciary, trust, private banking, agency,
custody and similar services. Investment Service Shares also may be purchased
through divisions and affiliates of Compass Bank and other affiliates of
Bancshares providing brokerage and investment services, including Compass
Brokerage, Inc., or through the Transfer Agent. Investors may purchase
Investment Service Shares of the Fund on each Business Day. The minimum
initial investment is $1,000, except for an IRA account, which requires a
minimum initial

9
<PAGE>

investment of $500. Subsequent investments must be in amounts of at least
$100. The Trust reserves the right to reject any purchase request.

Compass Bank, Compass Brokerage Inc. and other affiliates of Bancshares and
divisions of any affiliate of Bancshares through which Investment Service
Shares are available sometimes are referred to below as "Compass."

To purchase Shares, customers of the Compass Asset Management Group or of the
trust division of a Bancshares banking affiliate or of a Bancshares trust
company affiliate (hereinafter sometimes referred to as "Compass Asset
Management") should contact the Asset Management Group or such trust division
or trust company by telephoning Compass Bank.

Other customers may contact a Compass Brokerage, Inc. personal investment
officer or other authorized registered representative or the Transfer Agent by
telephoning 1-800-992-2085. Payment may be made either by check or wire
transfer of federal funds or by debiting a customer's account at a Bancshares
banking affiliate.

To purchase by check, the check must be included with the order and made
payable to "The Expedition Money Market Fund--Investment Service Shares."
Orders are considered received after payment by check is converted into
federal funds. Third party checks, credit cards, credit card checks and cash
will not be accepted. When purchases are made by check, redemptions will not
be allowed until the investment being redeemed has been in the account 15
business days.

When payment is made through wire transfer of federal funds, the order is
considered received immediately upon receipt of the wire. Payment by wire must
be received before 3:00 p.m. (Central time). Prior to purchasing by wire, Bank
Customers should call a Compass Brokerage, Inc. personal investment officer or
other authorized registered representative or the Transfer Agent prior to 1:00
p.m. (Central time). Federal funds should be wired as follows: State Street
Bank & Trust Co. ABA #011000028 for credit to DDA #9905-303-5, Further credit
to: The Expedition Money Market Fund--Investment Service Shares; Re:
(Shareholder name and account number). Shares cannot be purchased by Federal
Reserve wire on days when the NYSE or the Federal Reserve is closed.

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund.

SHAREHOLDER ACCOUNTS

Share certificates are not issued. Investment Service Shares sold to a Compass
Asset Management division or affiliate acting in a fiduciary, advisory,
custodial, agency, or similar capacity on behalf of customers may be held of
record by such Compass Asset Management division or affiliate. Beneficial

10
<PAGE>

ownership of the Investment Service Shares are recorded by the Compass Asset
Management division or affiliate and reflected in the account statements
provided by such division or affiliate to customers, and reports of purchases
and redemptions of Shares by Compass Asset Management divisions or affiliates
on behalf of customers will be provided periodically by such division or
affiliate to such customers.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional Shares unless cash payments are
requested by shareholders in writing to the Transfer Agent or Compass as
appropriate. Share purchase orders received by the Fund before 1:00 p.m
(Central time) earn dividends that day.

CAPITAL GAINS

Net capital gains, realized by the Fund if any, could result in an increase in
dividends. Capital losses could result in a decrease in dividends. If, for
some extraordinary reason, the Fund realizes net long-term capital gains, it
will distribute them at least once every twelve months and will be reinvested
automatically in additional shares unless cash payments are requested in
writing to the Transfer Agent or Compass as appropriate.

SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment
of Investment Service Shares on a regular basis in a minimum amount of $100
($25 for employees of Bancshares or its affiliates). Under this program, funds
may be automatically withdrawn periodically from the shareholder's checking
account at a Bancshares banking affiliate and invested in Fund shares at the
net asset value next determined after an order is received. A shareholder may
apply for participation in this program by calling Compass Brokerage, Inc. or
the Transfer Agent at 1-800-992-2085.

RETIREMENT PLANS

Shares of the Fund can be purchased as an investment for retirement plans or
for IRA accounts. For further details, contact the Fund and consult a tax
adviser.

EXCHANGE PRIVILEGE
- -------------------------------------------------------------------------------

Shareholders may exchange Investment Service Shares of the Fund for Investment
Shares in The Expedition Equity Fund or The Expedition Bond Fund. Shares of
Funds with a sales charge may be exchanged at net asset value for shares of
other Funds with an equal sales charge or no sales charge. Shares of Funds
with no sales charge acquired by direct purchase or reinvestment of dividends
on such shares may be exchanged for shares of Funds with a sales charge at net
asset value, plus the applicable sales charge imposed by the fund shares being
purchased. Neither the Trust nor any of the Funds imposes any additional fees
on exchanges.

When an exchange is made from a fund with a sales charge to a fund with no
sales charge, the shares are exchanged and additional shares which have been
purchased by reinvesting dividends on such shares retain the character of the
exchanged shares for purposes of exercising further exchange privileges; thus,
an exchange of such shares for shares of a fund with a sales charge would be
at net asset value.

11
<PAGE>

Compass Asset Management customers wishing to exercise exchange privileges
should contact their Compass Asset Management division or affiliate. Other
Shareholders should contact Compass Brokerage, Inc. or other authorized
registered representative or the Transfer Agent as described below.

Shareholders who exercise this privilege must exchange shares having a net
asset value of at least $1,000.

Upon receipt by Compass Brokerage, Inc. or the Transfer Agent of proper
instructions and all necessary supporting documents, shares submitted for
exchange will be redeemed at the next-determined net asset value. If the
exchanging shareholder does not have an account in the participating fund
whose shares are being acquired, a new account will be established with the
same registration, dividend and capital gain options as the account from which
shares are exchanged, unless otherwise specified by the shareholders. In the
case where the new account registration is not identical to that of the
existing account, a signature guarantee is required. (See "Redeeming Shares--
By Mail.") Exercise of this privilege is treated as a redemption and new
purchase for federal income tax purposes and, depending on the circumstances,
a short or long-term capital gain or loss may be realized. The Fund reserves
the right to modify or terminate the exchange privilege at any time.
Shareholders would be notified prior to any modification or termination.
Shareholders may obtain further information on the exchange privilege by
calling Compass Brokerage, Inc. or the Transfer Agent at 1-800-992-2085.
Shareholders who exchange into Shares of the Fund will not receive a dividend
from the Fund on the date of the exchange.

EXCHANGE BY TELEPHONE. Shareholders may provide instructions for exchanges
between participating funds by calling their Compass representative or the
Transfer Agent at 1-800-992-2085. In addition, investors may exchange Shares
by calling their Compass Brokerage, Inc. personal investment officer or
authorized registered representative directly.

Telephone exchange instructions must be received before 3:00 p.m. (Central
time) for Shares to be exchanged the same day.

WRITTEN EXCHANGE. A shareholder wishing to make an exchange by written request
may do so by sending it to: The Expedition Money Market Fund--Investment
Service Shares, P.O. Box 8010, Boston, Massachusetts 02266-8010.

REDEEMING INVESTMENT SERVICE SHARES
- -------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value next determined after Compass
or the Transfer Agent receives the redemption request. Redemptions will be
made on days on each Business Day. Telephone or written requests for
redemptions must be received in proper form and can be made through Compass or
the Transfer Agent.

12
<PAGE>

Compass Asset Management customers wishing to redeem should contact their
Compass Asset Management division or affiliate. Other Shareholders should
contact Compass Brokerage, Inc. or another authorized registered
representative or the Transfer Agent as described below.

BY TELEPHONE. Shareholders may redeem Shares of the Fund by telephoning
Compass Brokerage, Inc. or the Transfer Agent. An authorization form
permitting the Fund to accept telephone redemption requests must first be
completed. Shareholders may call toll-free 1-800-992-2085. Redemption requests
through Compass Brokerage, Inc. or the Transfer Agent must be received before
1:00 p.m. (Central time). It is the responsibility of Compass Brokerage, Inc.
or the Transfer Agent to transmit orders to the Fund by 1:00 p.m. (Central
time). If at any time, the Fund shall determine it necessary to terminate or
modify this method of redemption, shareholders would be promptly notified.

Redemption requests must be received by and transmitted to Compass Brokerage,
Inc. or the Transfer Agent before 1:00 p.m. (Central time) in order for the
proceeds to be wired that same day. Compass Brokerage, Inc. is responsible for
promptly submitting redemption requests and providing proper written
redemption instructions to the Transfer Agent.

For calls received before 1:00 p.m. (Central time) proceeds will normally be
wired the same day. For calls received after 1:00 p.m. (Central time) proceeds
will normally be wired the following business day. In no event will proceeds
be wired more than seven days after a proper request for redemption has been
received.

Redemption requests received before 1:00 p.m. (Central time) will normally be
paid the same day but will not be entitled to that day's dividend.

None of Compass, the Transfer Agent nor the Trust will be responsible for any
loss, liability, cost or expense for acting upon wire or telephone
instructions that it reasonably believes to be genuine. The Trust, Compass and
Transfer Agent will each employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, including requiring a form
of personal identification prior to acting upon instructions received by
telephone and recording telephone instructions. Such procedures may include
taping of telephone conversations.

BY MAIL. Shareholders may redeem Shares of the Fund by sending a written
request to the Fund through Compass Brokerage, Inc. or the Transfer Agent. The
written request should include the shareholder's name, the Fund name, the
class name, the account number, and the Share or dollar amount requested.
Shareholders redeeming through the Transfer Agent should mail written requests
to: The Expedition Money Market Fund--Investment Service Shares, P.O. Box
8010, Boston, Massachusetts 02266-8010.

13
<PAGE>

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

The Trust and its transfer agent have adopted standards for accepting
signature guarantees from the above institutions. The Trust may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. Redemptions of $40,000 or greater for a Fund
must be in writing and a signature guarantee must accompany the written
request. The Trust and its transfer agents reserve the right to amend these
standards at any time without notice.

Normally, a check for the proceeds is mailed to the shareholder within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request.

SYSTEMATIC WITHDRAWAL PROGRAMS

Shareholders of Investment Service Shares who desire to receive monthly or
quarterly payments of a predetermined amount may take advantage of the
Systematic Withdrawal Program. Under this program, Investment Service Shares
are redeemed to provide for periodic withdrawal payments in an amount directed
by the shareholder. Depending upon the amount of the withdrawal payments, the
amount of dividends paid and capital gains distributions, and the fluctuation
of the net asset value of shares redeemed under this program, redemptions may
reduce, and eventually deplete, the shareholder's investments in the Fund. For
this reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have invested at least $10,000
in the Fund.

A shareholder may apply for participation in this program through Compass
Brokerage, Inc. or the Transfer Agent.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Trust may
redeem shares in any Investment Service Shares account and pay the proceeds to
the shareholder if the account balance falls below the required minimum value
of $1,000. Before Investment Service Shares are redeemed to close an account,
the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

14
<PAGE>

SHAREHOLDER INFORMATION
- -------------------------------------------------------------------------------

VOTING RIGHTS

EFFECT OF BANKING LAWS
- -------------------------------------------------------------------------------

15
<PAGE>

TAX INFORMATION
- -------------------------------------------------------------------------------

FEDERAL INCOME TAX

STATE AND LOCAL TAXES. Shareholders are urged to consult their own tax
advisers regarding the status of their accounts under state and local tax
laws.

PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------

From time to time, the Fund advertises its yield, effective yield and total
return.

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

OTHER CLASSES OF SHARES
- -------------------------------------------------------------------------------

The Fund also offers another class of shares called Institutional Shares.
Institutional Shares are sold at net asset value.

The stated advisory fee is the same for both classes of shares.

To obtain more information and a prospectus for Institutional Shares,
investors may call 1-800-992-2085.

16
<PAGE>

ADDRESSES
- --------------------------------------------------------------------------------

17
<PAGE>

THE EXPEDITION FUNDS
THE EXPEDITION BOND FUND
THE EXPEDITION EQUITY FUND

PROSPECTUS

The shares offered by this prospectus represent interests in two diversified
portfolios known as The Expedition Bond Fund (formerly The Starburst
Government Income Fund) (the "Bond Fund") and the Expedition Equity Fund (the
"Equity Fund") (each a "Fund" and collectively the "Funds"). Each Fund is one
of a series of investment portfolios in The Expedition Funds (formerly The
Starburst Funds) (the "Trust"), an open-end, management investment company (a
mutual fund).

The investment objective of the Bond Fund is to provide current income. The
Fund pursues this investment objective by investing in a professionally
managed, diversified portfolio consisting primarily of bonds, as well as other
fixed income securities.

The investment objective of the Equity Fund is to provide growth of capital,
with a secondary objective of income. The Fund pursues this investment
objective by investing in a professionally managed, diversified portfolio
limited primarily to common stocks issued by mid- and large-capitalization
companies.

Compass Bank professionally manages each Fund's portfolio.

This prospectus offers both Institutional Shares and Investment Shares of each
Fund.

This prospectus contains the information you should read and know before you
invest in a Fund. Keep this prospectus for future reference.

The Trust has also filed a Statement of Additional Information dated June 9,
1997, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have
received your prospectus electronically, free of charge by calling 1-800-992-
2085. To obtain other information or make inquiries about a Fund, contact the
Trust at the address listed in the back of this prospectus. The Statement of
Additional Information, material incorporated by reference into this document,
and other information regarding each Fund is maintained electronically with
the SEC at Internet Web site (http://www.sec.gov).

Prospectus dated June 9, 1997
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES 1
- -------------------------------------
FINANCIAL HIGHLIGHTS--BOND FUND 3
- -------------------------------------
PERFORMANCE INFORMATION FOR
PREDECESSOR COMMON TRUST FUND 4
- -------------------------------------
GENERAL INFORMATION 4
- -------------------------------------
INVESTMENT INFORMATION 5
- -------------------------------------

Investment Objectives 5
Investment Policies 5
General Investment Policies 9
Investment Limitations 12
FUND INFORMATION 12
- -------------------------------------

Management of the Fund 12
Distribution of Fund Shares 13
Administration of the Fund 14
NET ASSET VALUE 14
- -------------------------------------
INVESTING IN SHARES 15
- -------------------------------------

Share Purchases 15
What Shares Cost 16
Shareholder Accounts 16
Sales Charges--Investment Shares 16
Reducing the Sales Charge 17
Systematic Investment Program 18
Dividends 18
Capital Gains 18
EXCHANGE PRIVILEGE 18
- -------------------------------------
REDEEMING SHARES 19
- -------------------------------------
Systematic Withdrawal Program 21
Accounts with Low Balances 21
SHAREHOLDER INFORMATION 21
- -------------------------------------

Voting Rights 21
EFFECT OF BANKING LAWS 22
- -------------------------------------
TAX INFORMATION 22
- -------------------------------------

Federal Income Tax 22
PERFORMANCE INFORMATION 23
- -------------------------------------
ADDRESSES 24
- -------------------------------------

I
<PAGE>

SUMMARY OF FUND EXPENSES
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INSTITUTIONAL SHARES
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price)................................................................... None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of
offering price)......................................................... None
Contingent Deferred Sales Charge (as a percentage of original purchase
price
or redemption proceeds, if applicable).................................. None
Redemption Fee (as a percentage of amount redeemed, if applicable)....... None*
Exchange Fee............................................................. None
</TABLE>

*Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
Bond Equity
Fund Fund
---- ------
<S> <C> <C>
Management Fee (1).............................................. .75% .75%
Total Other Expenses (2)........................................ .33% .35%
Total Operating Expenses (1)(3)............................. 1.08%(3) 1.10%
</TABLE>

(1) The Adviser has agreed, on a voluntary basis, to waive or reimburse its
advisory fee for the Bond Fund and the Equity Fund to the extent necessary
to keep the "Total Operating Expenses" for the current fiscal year from
exceeding 1.10% and 1.25%, respectively. The Adviser reserves the right,
in its sole discretion, to terminate these waivers or reimbursements at
any time.

(2) "Total Other Expenses" for the Equity Fund are based on estimated amounts
for the current fiscal year. The Trust, either directly or through its
transfer agent, may enter into arrangements with recordkeepers and others
who provide services to shareholders, and may compensate such entities for
their services. Any such arrangements, if entered into, may increase a
Fund's "Total Other Expenses."

(3) Total Operating Expenses for the Bond Fund have been restated to reflect
current expenses for the Institutional Shares.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE INSTITUTIONAL SHARES OF
EACH FUND WILL BEAR EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE
DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FUND INFORMATION" AND
"INVESTING IN SHARES."

<TABLE>
<CAPTION>
EXAMPLE 1 Year 3 Years 5 Years 10 Years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You 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.
Bond Fund..................................... $11 $34 $60 $133
Equity Fund................................... $11 $35
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

1
<PAGE>

SUMMARY OF FUND EXPENSES
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTMENT SHARES
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price)................................................................... 4.00%
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of
offering price)......................................................... None
Contingent Deferred Sales Charge (as a percentage of original purchase
price
or redemption proceeds, if applicable).................................. None
Redemption Fee (as a percentage of amount redeemed, if applicable)....... None*
Exchange Fee............................................................. None
</TABLE>

*Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
Bond Equity
Fund Fund
---- ------
<S> <C> <C>
Management Fee (1)............................................. .75% .75%
12b-1 Fee (after waiver) ...................................... .00%(2) .25%
Total Other Expenses (3)....................................... .33% .35%
Total Operating Expenses ................................... 1.08%(4) 1.35%
</TABLE>

(1) The Adviser has agreed, on a voluntary basis, to waive or reimburse its
advisory fee for the Bond Fund and Equity Fund to the extent necessary to
keep the "Total Operating Expenses" for the current fiscal year from
exceeding 1.10% and 1.50%, respectively. The Adviser reserves the right,
in its sole discretion, to terminate these waivers or reimbursements at
any time.

(2) Under the Trust's Rule 12b-1 Distribution Plan, the Bond Fund can pay up
to 0.25% as a 12b-1 fee. The 12b-1 fee has been reduced to reflect the
voluntary waiver of compensation by the Distributor. The Distributor can
terminate this waiver at any time at its sole discretion.

(3) "Total Other Expenses" for the Equity Fund are based on estimated amounts
for the current fiscal year. The Trust, either directly or through its
transfer agent, may enter into arrangements with recordkeepers and others
who provide services to shareholders, and may compensate such entities for
their services. Any such arrangements, if entered into, may increase a
Fund's "Total Other Expenses."

(4) Total Operating Expenses for the Bond Fund have been restated to reflect
current expenses for the Investment Shares and would have been 1.33%
absent voluntary waivers.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE INVESTMENT SHARES OF EACH
FUND WILL BEAR EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS
OF THE VARIOUS COSTS AND EXPENSES, SEE "FUND INFORMATION" AND "INVESTING IN
SHARES."

<TABLE>
<CAPTION>
EXAMPLE 1 Year 3 Years 5 Years 10 Years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You 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. The Fund charges no contingent
deferred sales charge.
Bond Fund..................................... $51 $73 $97 $166
Equity Fund................................... $53 $81
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

2
<PAGE>

THE EXPEDITION BOND FUND*
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
--------------------------------------------
1996 1995 1994 1993 1992(A)
- -------------------------------- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD $ 9.92 $ 9.54 $10.40 $10.25 $10.00
- --------------------------------
INCOME FROM INVESTMENT
OPERATIONS
- --------------------------------
Net investment income 0.58 0.63 0.54 0.63 0.36
- --------------------------------
Net realized and unrealized
gain (loss) on investments (0.15) 0.38 (0.86) 0.21 0.25
------ ------ ------ ------ ------
- --------------------------------
Total from investment
operations 0.43 1.01 (0.32) 0.84 0.61
------ ------ ------ ------ ------
- --------------------------------
LESS DISTRIBUTIONS
- --------------------------------
Distributions from net
investment income (0.58) (0.63) (0.54) (0.63) (0.36)
------ ------ ------ ------ ------
- --------------------------------
Distributions from net realized
gain on investments -- -- -- (0.06) --
------- ------- ------- ------ -------
- --------------------------------
Total distributions (0.58) (0.63) (0.54) (0.69) (0.36)
------ ------ ------ ------ ------
- --------------------------------
NET ASSET VALUE, END OF PERIOD $ 9.77 $ 9.92 $ 9.54 $10.40 $10.25
------ ------ ------ ------ ------
- --------------------------------
TOTAL RETURN (B) 4.44% 10.94% (3.12%) 8.42% 6.24%
- --------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------
Expenses 1.08% 1.04% 1.20% 1.11% 0.79%**
- --------------------------------
Net investment income 5.90% 6.51% 5.44% 6.11% 6.79%**
- --------------------------------
Expense waiver/reimbursement
(c) 0.50% 0.47% 0.30% 0.29% 0.60%**
- --------------------------------
SUPPLEMENTAL DATA
- --------------------------------
Net assets, end of period (000
omitted) $44,552 $63,521 $58,827 $97,246 $65,984
- --------------------------------
Portfolio turnover 77% 79% 91% 69% 88%
- --------------------------------
</TABLE>
* Formerly The Starburst Government Income Fund.
** Computed on an annualized basis.
(a) Reflects operations for the period from April 20, 1992 (date of initial
public investment) to October 31, 1992.
(b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.
(c)This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

3
<PAGE>

PERFORMANCE INFORMATION FOR PREDECESSOR COMMON TRUST FUND
- -------------------------------------------------------------------------------

The Equity Fund is the successor to a common trust fund previously managed by
an affiliate of the Equity Fund's investment adviser. A substantial portion of
the assets of that common trust fund was transferred to the Equity Fund in
connection with the Equity Fund's commencement of operations. Set forth below
is certain performance data for the predecessor common trust fund, which is
deemed relevant because the common trust fund was managed using virtually the
same investment objectives, policies and restrictions as those used by the
Equity Fund. The common trust fund was not registered under the Investment
Company Act of 1940. The performance data, however, is not necessarily
indicative of the future performance of the Equity Fund. Further, the
predecessor common trust was not subject to certain investment limitations
imposed on mutual funds which, if they had been imposed, may have adversely
affected a common trust fund's performance.

The predecessor common trust fund did not incur expenses that correspond to
the advisory, administrative, and other fees to which the Equity Fund is
subject. Accordingly, the following performance information has been adjusted
by applying the total expense ratios for the Institutional Shares of the
Equity Fund, as disclosed in the Prospectus at the time the Equity Fund
commenced operations, which reduced the actual performance of the common trust
fund.

The average annual total returns (adjusted to reflect current Fund expenses
net of voluntary waivers and reimbursements but not the sales load or 12b-1
fees charged to Investment Shares) for the following periods:

<TABLE>
<CAPTION>
SINCE
INCEPTION
ONE YEAR THREE YEARS FROM 10/13/93
TO 4/30/97 TO 4/30/97 TO 4/30/97
---------- ----------- -------------
<S> <C> <C> <C>
River Oaks Equity Model Trust Fund......... 16.99% 17.16% 13.98%
Lipper Growth and Income Index............. 17.76% 18.94% 15.68%
S&P 500 Index.............................. 25.20% 24.21% 19.75%
S&P 400 Mid Cap Index...................... 10.13% 16.18% 13.24%
</TABLE>

GENERAL INFORMATION
- -------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated August 7, 1989. The Declaration of Trust permits
the Trust to offer separate series of shares of beneficial interest
representing interests in separate portfolios of securities. The shares in any
one portfolio may be offered in separate classes. As of the date of this
prospectus, the Board of Trustees (the "Trustees") has established two classes
of shares of each Fund, Investment Shares and Institutional Shares.

Institutional Shares of each Fund are primarily designed for individuals and
entities establishing fiduciary, trust, agency, private banking, custody or
similar relationships with the Asset Management Group of Compass Bank or a
trust division of any banking affiliate of Compass Bancshares, Inc. or a trust
company affiliate of Compass Bancshares, Inc. who desire a convenient means of
accumulating an interest in a professionally managed, diversified portfolio of
securities.

4
<PAGE>

Investment Shares of each Fund are primarily designed for customers of Compass
Bank and its correspondents and affiliates (including customers obtaining
brokerage and related services from Compass Brokerage, Inc.), other than
individuals and entities establishing fiduciary, trust, agency, private
banking, custody or similar relationships with the Asset Management Group of
Compass Bank or a trust division of a banking affiliate of Compass Bancshares,
Inc. or trust company affiliate of Compass Bancshares, Inc., who desire a
convenient means of accumulating an interest in a professionally managed,
diversified portfolio of securities. Except as noted herein, a minimum initial
investment of $1,000 is required. Subsequent investments must be in amounts of
at least $100.

INVESTMENT INFORMATION
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVES

BOND FUND

The investment objective of the Bond Fund is to provide current income.

EQUITY FUND

The investment objective of the Equity Fund is to provide growth of capital,
with a secondary objective of income.

The investment objective of a Fund cannot be changed without approval of
shareholders. While there is no assurance that a Fund will achieve its
investment objective, it endeavors to do so by following the investment
policies described in this prospectus.

INVESTMENT POLICIES

The investment policies described below may be changed by the Board of
Trustees (the "Trustees") without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

BOND FUND

ACCEPTABLE INVESTMENTS. The Fund invests primarily in bonds as well as other
fixed income securities. Under normal circumstances, the Fund will invest at
least 65% of the value of its total assets in bonds, which may include
debentures and notes, issued by U.S. and foreign companies as well as by U.S.
and foreign governments and supranational entities. All such instruments must
be denominated in U.S. dollars and must be rated "A" or better by one or more
nationally recognized statistical rating organization ("NRSRO") at the time of
purchase. Under normal circumstances, the Fund's average weighted maturity
will be maintained at from 3 to 5 years. In the event that a security owned by
the Fund is downgraded below the stated rating categories, the Adviser will
review and take appropriate action with regard to the security. The Fund may
invest any remaining assets in a variety of fixed income securities, as
further described below.

TEMPORARY INVESTMENTS. The Fund may invest up to 100% of its assets in cash
and short-term obligations during times of unusual market conditions for
temporary defensive purposes. Short-term obligations include:

5
<PAGE>

.obligations of the U.S. Government or its agencies or instrumentalities;
and
.high quality commercial paper;
.short-term obligations issued by domestic banks and U.S. branches of
foreign banks; and
.repurchase agreements.

U.S. GOVERNMENT OBLIGATIONS. The Fund may invest in U.S. Government
securities. U.S. Government securities in which the Fund invests include:

. direct obligations of the U.S. Treasury, including STRIPs and zero coupon
securities; and
. obligations of U.S. Government agencies or instrumentalities, which may
include but are not limited to Federal Home Loan Banks, Government
National Mortgage Association, and the Federal Home Loan Mortgage
Corporation.

Obligations of U.S. Government agencies or instrumentalities are backed in a
variety of ways by the U.S. Government, or its agencies or instrumentalities.
Some of these obligations, such as Government National Mortgage Association
mortgage-backed securities, are backed by the full faith and credit of the
U.S. Treasury. Obligations of Federal Home Loan Banks are backed by the
discretionary authority of the U.S. government to purchase certain obligations
of agencies or instrumentalities. Obligations of the Federal Home Loan
Mortgage Corporation are backed by the credit of the agency issuing the
obligations.

MORTGAGE-RELATED SECURITIES. The Fund may invest in mortgage-related
securities which are issued by private entities. The mortgage-related
securities in which the Fund may invest may be: (i) privately issued
securities which are collateralized by pools of mortgages in which each
mortgage is guaranteed as to payment of principal and interest by an agency or
instrumentality of the U.S. Government; (ii) privately issued securities which
are collateralized by pools of mortgages in which payment of principal and
interest are guaranteed by the issuer and such guarantee is collateralized by
U.S. Government securities; or (iii) other privately issued securities in
which the proceeds of the issuance are invested in mortgage-backed securities
and payment of the principal and interest are supported by the credit of any
agency or instrumentality of the U.S. Government. The underlying mortgage
pools may consist of both fixed and adjustable rate mortgages. Other mortgage-
related securities that may be purchased by the Fund include collateralized
mortgage obligations ("CMOs") and REMICs (discussed below).

ASSET-BACKED SECURITIES (NON-MORTGAGE). Asset-backed securities consist of
securities secured by company receivables, truck and auto loans, leases and
credit card receivables. Such securities are generally issued as pass-through
certificates, which represent undivided fractional ownership interests in the
underlying pools of assets. Such securities also may be debt instruments,
which are also known as collateralized obligations and are generally issued as
the debt of a special purpose entity, such as a trust, organized solely for
purposes of owning such assets and issuing such debt. A Fund may invest in
other asset-backed securities that may be created in the future if the Advisor
determines they are suitable.

STRIPPED MORTGAGE-BACKED SECURITIES ("SMBS"). SMBs are usually structured with
two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive
all of the interest payments and is thus termed an interest-

6
<PAGE>

only class ("IO"), while the other class may receive all of the principal
payments and is thus termed the principal-only class ("PO"). The value of IOs
tends to increase as rates rise and decrease as rates fall; the opposite is
true of POs. SMBs are extremely sensitive to changes in interest rates because
of the impact thereon of prepayment of principal on the underlying mortgage
securities.

ZERO COUPON OBLIGATIONS. Zero coupon obligations are debt securities that do
not bear any interest, but instead are issued at a deep discount from par. The
value of a zero coupon obligation increases over time to reflect the interest
accreted. Such obligations will not result in the payment of interest until
maturity, and will have greater price volatility than similar securities that
are issued at par and pay interest periodically. Zero coupon obligations may
include interest only and principal only components of fixed income
securities, as well as interests in trusts that issue interests in fixed
income securities, such as "CATs" and "TIGRs."

LOAN PARTICIPATIONS. Loan participations are interests in loans to U.S.
corporations which are administered by the lending bank or agent for a
syndicate of lending banks, and sold by the lending bank or syndicate member
("intermediary bank"). In a loan participation, the borrower corporation will
be deemed to be the issuer of the participation interest except to the extent
the Fund derives its rights from the intermediary bank. Because the
intermediary bank does not guarantee a loan participation in any way, a loan
participation is subject to the credit risks generally associated with the
underlying corporate borrower. In the event of the bankruptcy or insolvency of
the corporate borrower, a loan participation may be subject to certain
defenses that can be asserted by such borrower as a result of improper conduct
by the intermediary bank. In addition, in the event the underlying corporate
borrower fails to pay principal and interest when due, the Fund may be subject
to delays, expenses and risks that are greater than those that would have been
involved if the Fund had purchased a direct obligation of such borrower. Under
the terms of a loan participation, the Fund may be regarded as a creditor of
the intermediary bank (rather than of the underlying corporate borrower), so
that the Fund may also be subject to the risk that the intermediary bank may
become insolvent.

CMOS/REMICS. These are mortgage-backed securities issued by a non-governmental
entity, such as a trust or corporation. These securities include
collateralized mortgage obligations ("CMOs") and real estate mortgage
investment conduits ("REMICs"). While they are generally structured with one
or more types of credit enhancement, private pass-through securities typically
lack a guarantee by an entity having the credit status of a governmental
agency or instrumentality.

In a CMO, series of bonds or certificates are usually issued in multiple
classes. Principal and interest paid on the underlying mortgage assets may be
allocated among the several classes of a series of a CMO in a variety of ways.
Principal payments on the underlying mortgage assets may cause CMOs to be
retired substantially earlier than their stated maturity or final distribution
dates, resulting in a loss of all or part of any premium paid. A REMIC is a
CMO that qualifies for special tax treatment under the Internal Revenue Code
and invests in certain mortgages principally secured by interests in real
property.

CONVERTIBLE SECURITIES. Convertible securities are corporate securities that
are exchangeable for a set number of shares of another security at a prestated
price. Convertible securities have characteristics similar to both fixed
income and equity securities. Because of the conversion feature, the market
value of convertible securities tends to move together with the market value
of the underlying stock. The

7
<PAGE>

value of convertible securities is also affected by prevailing interest rates,
the credit quality of the issuer, and any call provisions.

DOLLAR ROLLS. Dollar roll transactions consist of the sale of mortgage-backed
securities to a bank or broker-dealer, together with a commitment to purchase
similar, but not necessarily identical, securities at a future date. Any
difference between the sale price and the purchase price is netted against the
interest income foregone on the securities to arrive at an implied borrowing
(reverse repurchase) rate. Alternatively, the sale and purchase transactions
which constitute the dollar roll can be executed at the same price, with the
Fund being paid a fee as consideration for entering into the commitment to
purchase. Dollar rolls may be renewed after cash settlement and initially may
involve only a firm commitment agreement by the Fund to buy a security. If the
broker-dealer to whom the Fund sells the security becomes insolvent, the
Fund's right to purchase or repurchase the security may be restricted. Also,
the value of the security may change adversely over the term of the dollar
roll, such that the security that the Fund is required to repurchase may be
worth less than the security that the Fund originally held.

REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements. In a reverse repurchase agreement the Fund transfers possession of
a portfolio instrument to another person, such as a financial institution,
broker, or dealer, in return for a percentage of the instrument's market value
in cash, and agrees that on a stipulated date in the future the Fund will
repurchase the portfolio instrument by remitting the original consideration
plus interest at an agreed upon rate. When effecting reverse repurchase
agreements, assets of the Fund in a dollar amount sufficient to make payment
for the obligations to be purchased, are earmarked or otherwise segregated
until the transaction is settled.

GUARANTEED INVESTMENT CONTRACTS ("GICS"). GICs are contracts issued by U.S.
insurance companies. Pursuant to such contracts, the Fund makes cash
contributions to a deposit fund of the insurance company's general account.
The insurance company then credits to the Fund on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. Generally, GICs are not
assignable or transferable without the permission of the issuing insurance
companies and therefore may be considered illiquid.

BANK INVESTMENT CONTRACTS ("BICS"). BICs are contracts issued by U.S. banks
and savings and loan institutions. Pursuant to such contracts, a Fund makes
cash contributions to a deposit fund of the general account of the bank or
savings and loan institution. The bank or savings and loan institution then
credits to the Fund on a monthly basis guaranteed interest at either a fixed,
variable or floating rate. Generally, BICs are not assignable or transferable
without the permission of the issuing bank or savings and loan institution and
therefore may be considered illiquid.

EQUITY FUND

ACCEPTABLE INVESTMENTS. The Fund invests primarily (at least 80% of the value
of its total assets) in common stocks issued by mid- and large-capitalization
companies. The Fund may invest any remaining assets in warrants and rights to
purchase common stocks, preferred stocks convertible into common stock, non-
convertible preferred stocks, U.S. dollar denominated equity securities of
foreign issuers listed on national securities exchanges or actively traded in
the over-the-counter market, and

8
<PAGE>

American Depositary Receipts ("ADRs"). The Fund also may purchase and sell
("write") put and call options (including options on indices) and may purchase
financial futures contracts and options thereon. The Fund also may purchase
bonds convertible into common stock and Standard & Poor's Depositary Receipts
("SPDRs").

TEMPORARY INVESTMENTS. The Fund may invest a portion of its assets in cash,
shares of money market mutual funds and repurchase agreements for liquidity
reasons. For temporary defensive purposes during times of unusual market
conditions, as determined by the Adviser, the Fund may invest up to 100% of
its assets in these securities.

EQUITY SECURITIES. Equity securities consist primarily of common stocks and
instruments exchangeable or convertible into common stocks. Common stock
represents units of ownership in a corporation or other company. Investments
in equity securities are subject to market risks which may cause their prices
to fluctuate over time. Changes in the value of these securities will not
necessarily affect cash income derived from these securities but will affect
the Fund's net asset value.

GENERAL INVESTMENT POLICIES

The following investment policies and strategies apply to both the Bond Fund
and the Equity Fund.

REPURCHASE AGREEMENTS. Repurchase agreements are arrangements in which
financial institutions sell U.S. Government securities or other securities to
a Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price. To the extent that the original seller does not
repurchase the securities from the Fund, the Fund could receive less than the
repurchase price on any sale of such securities. A Fund will only enter into
repurchase agreements with banks and other recognized financial institutions
deemed by the adviser to be creditworthy pursuant to guidelines established by
the Trustees.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. Each Fund may invest in
the securities of other investment companies. A Fund will invest in other
investment companies primarily for the purpose of investing short-term cash
which has not yet been invested in other portfolio instruments. A Fund's
purchase of investment company securities may result in a layering of
expenses.

RESTRICTED SECURITIES. Each Fund may invest in restricted securities.
Restricted securities are any securities in which a Fund may otherwise invest
pursuant to its investment objective and policies but which are subject to
restrictions on resale under federal securities laws. Restricted securities
may be illiquid.

VARIABLE AND FLOATING RATE INSTRUMENTS. Certain obligations may carry variable
or floating rates of interest, and may involve conditional or unconditional
demand features. Such instruments bear interest at rates which are not fixed,
but which vary with changes in specified market rates or indices. The interest
rates on these securities may be reset daily, weekly, quarterly or some other
reset period, and may have a floor or ceiling on interest rate changes. There
is a risk that the current interest rate on such obligations may not
accurately reflect existing market interest rates.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. Each Fund may purchase
securities on a when-issued or delayed delivery basis. These transactions are
arrangements in which the Fund purchases securities with payment and delivery
scheduled for a future time. The seller's failure to

9
<PAGE>

complete these transactions may cause the Fund to miss a price or yield
considered to be advantageous. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices.

LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, each
Fund may lend portfolio securities on a short-term basis to broker/dealers,
banks, or other institutional borrowers of securities. The Fund will receive
collateral in the form of cash or U.S. Government securities equal to at least
100% of the value of the securities loaned. There is the risk that when
lending portfolio securities, the securities may not be available to the Fund
on a timely basis, and the Fund may, therefore, lose the opportunity to sell
the securities at a desirable price. In addition, in the event that a borrower
of securities filed for bankruptcy or became insolvent, disposition of the
securities may be delayed.

PUT AND CALL OPTIONS. Each Fund may purchase put and call options on its
portfolio securities. The Fund may also write (sell) put and call options on
all or any portion of its portfolio to generate income for the Fund. The Fund
only will write call options on securities either held in its portfolio or
which it has the right to obtain without payment of further consideration or
for which it has segregated cash in the amount of any additional
consideration. In the case of put options, the Fund will segregate cash or
U.S. Treasury obligations with a value equal to or greater than the exercise
price of the underlying securities.

A Fund can purchase or write options that are either traded over-the-counter
or on an exchange. A Fund will generally purchase and write over-the-counter
options on portfolio securities in negotiated transactions with the buyers or
writers of the options since options on the portfolio securities held by the
Fund are not traded on an exchange. Over-the-counter options are two-party
contracts with price and terms negotiated between buyer and seller. A Fund
purchases and writes options only with investment dealers and other financial
institutions (such as commercial banks or savings associations) deemed
creditworthy by the Fund's adviser.

SWAPS, CAPS, FLOORS AND COLLARS. Interest rate swaps, mortgage swaps, currency
swaps and other types of swap agreements such as caps, floors and collars are
designed to permit the purchaser to preserve a return or spread on a
particular investment or portion of its portfolio, and to protect against any
increase in the price of securities a Fund anticipates purchasing at a later
date. In a typical interest rate swap, one party agrees to make regular
payments equal to a floating interest rate times a "notional principal
amount," in return for payments equal to a fixed rate times the same amount,
for a specific period of time. Swaps may also depend on other prices or rates,
such as the value of an index or mortgage prepayment rates. In a typical cap
or floor agreement, one party agrees to make payments only under specified
circumstances, usually in return for payment of a fee by the other party.

FINANCIAL FUTURES AND OPTIONS ON FUTURES. Each Fund may purchase and sell
financial futures contracts. Financial futures contracts call for the delivery
of particular debt instruments at a certain time in the future. The seller of
the contract agrees to make delivery of the type of instrument called for in
the contract and the buyer agrees to take delivery of the instrument at the
specified future time.

Each Fund also may write put and call options and purchase put and call
options on financial futures contracts. When a Fund writes a call option on a
futures contract, it is undertaking the obligation of selling the futures
contract at a fixed price at any time during a specified period if the option
is

10
<PAGE>

exercised. Conversely, as purchaser of a put option on a futures contract, the
Fund is entitled (but not obligated) to sell a futures contract at the fixed
price during the life of the option. When a Fund writes a put option on a
futures contract, it is undertaking to buy a particular futures contract at a
fixed price at any time during a specified period if the option is exercised.
As a purchaser of a call option on a futures contract, the Fund is entitled
(but not obligated) to purchase a futures contract at a fixed price at any
time during the life of the option. When a Fund purchases futures contracts,
it will collateralize its position by depositing amount of cash and cash
equivalents equal to the market value of the futures positions held, less
margin deposits, in a segregated account with the Trust's Custodian.

A Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing non-hedging futures positions and premiums paid for related options
would exceed 5% of the market value of the Fund's total assets.

INVESTMENT RISKS. The value of a Fund's shares will fluctuate. With regard to
the Bond Fund, the amount of this fluctuation is dependent upon the quality
and maturity of the securities in the Fund's portfolio, as well as on market
conditions. Prices of securities eligible for purchase by the Bond Fund are
interest rate sensitive, which means that their value varies inversely with
market interest rates. Thus, if market interest rates have increased from the
time a security was purchased, the security, if sold, might be sold at a price
less than its cost. Similarly, if market interest rates have declined from the
time a security was purchased, the security, if sold, might be sold at a price
greater than its cost. Equity securities in which the Equity Fund invests are
subject to market risks which may cause their prices to fluctuate. Changes in
the value of these securities will not necessarily affect cash income derived
from these securities but will affect the Equity Fund's net asset value.

The Bond Fund may invest in mortgage-related securities which may have less
potential for capital appreciation than other similar investments (e.g.,
investments with comparable maturities) because as interest rates decline, the
likelihood increases that mortgages will be prepaid. Furthermore, if mortgage-
related securities are purchased at a premium, mortgage foreclosures and
unscheduled principal payments may result in some loss of a holder's principal
investment to the extent of the premium paid. Conversely, if mortgage-related
securities are purchased at a discount, both a scheduled payment of principal
and an unscheduled prepayment of principal would increase current and total
returns and would accelerate the recognition of income, which would be taxed
as ordinary income when distributed to shareholders.

Securities of foreign issuers are subject to certain risks not typically
associated with domestic securities, including, among other risks, changes in
currency rates and in exchange control regulations, costs in connection with
conversions between various currencies, limited publicly available information
regarding foreign issuers, lack of uniformity in accounting, auditing and
financial statements and requirements, greater securities market volatility,
less liquidity of securities, less government supervision and regulations of
securities markets, withholding taxes and changes in taxes on income on
securities, and possible seizure, nationalization or expropriation of the
foreign issuer or foreign deposits.

SPECIAL RISKS ASSOCIATED WITH FINANCIAL FUTURES AND OPTIONS ON FINANCIAL
FUTURES. When a Fund uses financial futures and options on financial futures
there is a risk that the prices of the securities subject to the futures
contracts may not correlate with the prices of the securities in the Fund's
portfolio. This may cause the futures contract and any related options to
react differently than the portfolio securities to market changes. In
addition, the Fund's investment adviser could be

11
<PAGE>

incorrect in its expectations about the direction or extent of market factors
such as interest rate movements. In these events, the Fund may lose money on
the futures contract or option. It is not certain that a secondary market for
positions in futures contracts or for options will exist at all times.
Although the investment adviser will consider liquidity before entering into
options transactions, there is no assurance that a liquid secondary market on
an exchange will exist for any particular futures contract or option at any
particular time. A Fund's ability to establish and close out futures and
options positions depends on this secondary market.

INVESTMENT LIMITATIONS

The Bond Fund will not:

. borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a
percentage of its cash value with an agreement to buy it back on a set
date) or pledge securities except, under certain circumstances, the Fund
may borrow up to one-third of the value of its net assets and pledge up
to 10% of the value of its total assets to secure such borrowings; or
. with respect to securities comprising 75% of its assets, invest more
than 5% of its total assets in securities of one issuer (except cash and
cash items, and securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities).

The Equity Fund will not:

. borrow money or pledge securities except, under certain circumstances,
the Fund may borrow up to one-third of the value of its net assets and
pledge up to 10% of the value of its total assets to secure such
borrowings; or
. with respect to securities comprising 75% of its assets, invest more
than 5% of its total assets in securities of one issuer (except
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities).

The above investment limitations cannot be changed without shareholder
approval. The following limitation, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any
material change in this limitation becomes effective.

Each Fund will not:

. invest more than 15% of its total assets in securities which are not
readily marketable or which are otherwise considered illiquid, including
over-the-counter options and repurchase agreements providing for
settlement in more than seven days after notice.

FUND INFORMATION
- -------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. The Board of Trustees is responsible for managing the
business affairs of the Trust and for exercising all of the powers of the
Trust except those reserved for the shareholders.

12
<PAGE>

adviser (the "Adviser"). The Adviser continually conducts investment research
and supervision for the Funds and is responsible for the purchase or sale of
portfolio instruments, for which it receives an annual fee from the assets of
each Fund.

ADVISORY FEES. The Adviser is entitled to receive an annual investment
advisory fee equal to .75% of each Fund's average daily net assets payable
from the assets of a Fund. The Adviser may choose to voluntarily waive or
reimburse a portion of its fee. The Adviser reserves the right, in its
sole discretion, to terminate these voluntary waivers or reimbursements at
any time.

As of December 31, 1996, Compass Bank offered a broad range of commercial
banking services. The Adviser has served as investment adviser to mutual
funds since February 5, 1990 and as of December 31, 1996, the Asset
Management Group of Compass Bank had approximately $5.9 billion under
administration of which it had investment discretion over approximately
$1.73 billion. The Asset Management Group of Compass Bank provides
investment advisory and management services for the assets of individuals,
pension and profit sharing plans, endowments and foundations.

As part of its regular banking operations, the Adviser may make loans to
public companies. Thus, it may be possible, from time to time, for a Fund
to hold or acquire the securities of issuers which are also lending
clients of the Adviser. The lending relationship will not be a factor in
the selection of securities.

Each Fund is managed by members of the Expedition Portfolio Management
Team and no one person is responsible for making investment decisions for
a Fund.

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (the "Distributor") is the principal
distributor for shares of each Fund. It is a wholly-owned subsidiary of SEI
Investments Company ("SEI") and is the principal distributor for a number of
investment companies. In connection with the sale of Shares, the Distributor
may, from time to time, offer certain items of nominal value to any
shareholder or investor.

DISTRIBUTION PLAN. Pursuant to the provisions of a distribution plan adopted
in accordance with the Investment Company Act Rule 12b-1 (the "Plan"), each
Fund may pay the Distributor an amount computed at an annual rate of .25% of
the average daily net asset value of the Investment Shares of each Fund to
finance any activity which is principally intended to result in the sale of
shares subject to the Plan.

The Distributor may, from time to time and for such periods as it deems
appropriate, voluntarily reduce or completely waive compensation payable under
the Plan.

13
<PAGE>

The Distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers,
including Compass Bank and various other affiliates of Bancshares, to provide
sales and/or administrative services as agents for their clients or customers
who beneficially own Investment Shares of a Fund. Administrative services may
include, but are not limited to, the following functions: providing office
space, equipment, telephone facilities; and various personnel including
clerical, supervisory, and computer as necessary or beneficial to establish
and maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries regarding a Fund; assisting
clients in changing dividend options, account designations, and addresses; and
providing such other services as the Fund reasonably requests. The Plan is a
compensation type plan. As such, a Fund makes no payments to the Distributor
except as described above. Therefore, a Fund does not pay for unreimbursed
expenses of the Distributor except as described above.

SHAREHOLDER SERVICING ARRANGEMENTS. In addition to the fees paid by the
Distributor to financial institutions under the Plan as described above, the
Distributor may also pay financial institutions, including Compass Bank,
Compass Brokerage, Inc. and various other affiliates of Bancshares, a fee with
respect to the average daily net asset value of shares held by their customers
for providing administrative services. This fee is in addition to the amounts
paid under the Plan.

Compass Bank, Compass Brokerage, Inc. and the other affiliates of Bancshares
which provide shareholder and administrative services to the Funds sometimes
are referred to herein as "Compass."

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. SEI Fund Resources (the "Administrator"), a wholly-
owned subsidiary of SEI provides each Fund with certain administrative
personnel and services necessary to operate each Fund. Such services include
shareholder servicing and certain legal and accounting services. For these
services the Administrator is entitled to a fee which is calculated daily and
paid monthly at an annual rate of .20% of each Fund's average daily net assets
payable from the assets of a Fund. The Administrator may choose to voluntarily
waive a portion of its fee. The Administrator reserves the right, in its sole
discretion, to terminate these voluntary waivers at any time.

TRANSFER AGENT/SERVICING AGENT. State Street Bank and Trust Company and Boston
Financial Data Services, Inc. (the "Transfer Agent") act as transfer agent and
servicing agent, respectively for the Trust, and are entitled to compensation
payable from the assets of a Fund.

CUSTODIAN. Compass Bank, which also serves as the Fund's investment adviser,
is custodian for the securities and cash of each Fund for which it receives an
annual fee of 0.02% of each Fund's daily net assets payable from the assets of
a Fund and is reimbursed for its out-of-pocket expenses.

NET ASSET VALUE
- -------------------------------------------------------------------------------

Each Fund's net asset value per share fluctuates. It is determined by dividing
the sum of the market value of all securities and other assets, less
liabilities, by the number of shares outstanding.

The net asset value is determined as of the close of trading (normally 3:00
p.m., Central time) on days on which the New York Stock Exchange ("NYSE") is
open for business (a "Business Day").

14
<PAGE>

INVESTING IN SHARES
- -------------------------------------------------------------------------------

SHARE PURCHASES

Institutional Shares are available through the Asset Management Group of
Compass Bank or through the trust division of a Bancshares banking affiliate
or a Bancshares trust company affiliate for qualifying customers establishing
fiduciary, trust, private banking, agency, custody or similar relationships
with the Asset Management Group or such trust division or trust company
affiliate. The Compass Bank Asset Management Group and other affiliates and
divisions of any affiliates of Bancshares through which Institutional Shares
are available sometimes are referred to below as "Compass Asset Management."
Investment Shares are available through a Compass Brokerage, Inc. personal
investment officer or other authorized registered representative or through
the Transfer Agent at 1-800-992-2085.

Investors may purchase both Investment Shares and Institutional Shares of each
Fund on each Business Day. The Trust reserves the right to reject any purchase
request.

To purchase Investment Shares, an investor may call their Compass Brokerage,
Inc. personal investment officer or other authorized registered representative
or the Transfer Agent at 1-800-992-2085 to place an order. The minimum initial
investment for Investment Shares of each Fund is $1,000, except for an IRA
account, which requires a minimum initial investment of $500. Subsequent
investments must be in amounts of at least $100. Payment may be made either by
check or wire transfer of federal funds or by debiting a customer's account at
a Bancshares banking affiliate.

To purchase by check, the check must be included with the order and made
payable to "The Expedition Funds Fund." Orders are considered received
after payment by check is converted into federal funds. Third party checks,
credit cards, credit card checks and cash will not be accepted. When purchases
are made by check, redemptions will not be allowed until the investment being
redeemed has been in the account for 15 business days.

To purchase Investment Shares by wire, investors should call the Transfer
Agent at 1-800-992-2085 prior to purchase. Federal funds should be wired as
follows: State Street Bank & Trust Co., ABA # 011000028 for credit to DDA #
9905-303-5. Further credit to: The Expedition Fund; Re: (Shareholder name and
account number). Payment by wire must be received before 3:00 p.m. (Central
time). Payment for all orders must be received within three days of placing
the order. Shares can not be purchased by Federal Reserve wire on days when
either the NYSE or Federal Reserve is closed.

Under limited circumstances, arrangements may be made with Compass for same
day receipt of purchase orders, to earn dividends of the Bond Fund that day.
Investors interested in establishing such arrangements are requested to call
their trade in by 1:00 p.m. (Central time), and are reminded that the Fund
does reserve the right to refuse any purchase request.

15
<PAGE>

To purchase Institutional Shares, eligible customers should contact Compass
Asset Management by telephoning Compass Bank.

WHAT SHARES COST

Institutional Shares are sold at their net asset value next determined after
an order is received. Investment Shares are sold at their net asset value next
determined after an order is received, plus a sales charge (See "Sales
Charges--Investment Shares").

SHAREHOLDER ACCOUNTS

Compass Asset Management maintains an account for each Institutional Share
shareholder of record. Share certificates are not issued. Institutional Shares
sold to a Compass Asset Management division or affiliate acting in a
fiduciary, advisory, custodial, agency, or similar capacity on behalf of
customers may be held of record by such Compass Asset Management division or
affiliate. Beneficial ownership of the Institutional Shares will be recorded
by the Compass Asset Management division or affiliate and reflected in the
account statements provided by Compass Asset Management to customers, and
reports of purchases and redemptions of Institutional Shares held by Compass
Asset Management in a fiduciary, advisory, custodial, agency or similar
capacity on behalf of customers will be provided periodically by Compass Asset
Management to such customers.

SALES CHARGES--INVESTMENT SHARES

<TABLE>
<CAPTION>
SALES CHARGE AS A SALES CHARGE AS A
PERCENTAGE OF PERCENTAGE OF
AMOUNT OF TRANSACTION PUBLIC OFFERING PRICE NET AMOUNT INVESTED
- --------------------- --------------------- -------------------
<S> <C> <C>
Less than $100,000 4.00% 4.17%
$100,000 but less than $250,000 3.50% 3.63%
$250,000 but less than $500,000 2.75% 2.83%
$500,000 but less than $1,000,000 1.00% 1.01%
$1 million or more 0.00% 0.50%
</TABLE>

The sales charge shown in the table is the maximum sales charge that applies
to sales of Investment Shares. Under certain circumstances, reallowances of up
to the entire amount of the sales charge may be paid to certain financial
institutions, including Compass Brokerage, Inc., who might then be deemed to
be "underwriters" under the Securities Act of 1933.

The Distributor may, from time to time in its sole discretion, institute one
or more promotional incentive programs for dealers, which will be paid for by
the Distributor from the sales charge it receives or from any other source
available to it. Under any such program, the Distributor may provide
incentives, in the form of cash or other compensation, including merchandise,
airline vouchers, trips and vacation packages, to dealers selling shares of
the funds.

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

16
<PAGE>

PURCHASES AT NET ASSET VALUE. Investment Shares of a Fund may be purchased at
net asset value, without a sales charge, by directors and employees of the
Trust, Bancshares or its affiliates, and their spouses and children under 21.
In addition any shareholder of Investment Shares of the Bond Fund who
purchased shares prior to June 9, 1997 may also purchase additional Investment
Shares of the Bond Fund at net asset value, without a sales charge.

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Fund shares through:

.quantity discounts and accumulated purchases;
.signing a 13-month letter of intent; or
.using the reinvestment privilege.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. As shown in the table above,
larger purchases reduce the sales charge paid. The Trust will combine
purchases made on the same day by the investor, his spouse, and his children
under age 21 when it calculates the sales charge.

If an additional purchase of Fund shares is made, the Trust will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns shares having a current value at the public offering price of
$490,000 and purchases $15,000 more at the public offering price, the sales
charge on the additional purchase according to the schedule now in effect
would be 1.00%, not 2.75%.

To receive the sales charge reduction, Compass Brokerage, Inc. or the
Distributor must be notified by the shareholder in writing at the time the
purchase is made that Investment Shares are already owned or that purchases
are being combined. The Trust will reduce the sales charge after it confirms
the purchases.

LETTER OF INTENT. If a shareholder intends to purchase at least $100,000 of
Investment Shares over the next 13 months, the sales charge may be reduced by
signing a letter of intent to that effect. This letter of intent includes a
provision for a sales charge adjustment depending on the amount actually
purchased within the 13-month period and a provision for the Trust's custodian
to hold 4.0% of the total amount intended to be purchased in escrow (in shares
of a Fund) until such purchase is completed.

The amount held in escrow will be applied to the shareholder's account at the
end of the 13-month period unless the amount specified in the letter of intent
is not purchased. In this event, an appropriate number of escrowed shares may
be redeemed in order to realize the difference in the sales charge.

A letter of intent will not obligate the shareholder to purchase shares, but
if the shareholder does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. This letter
may be dated as of a prior date to include any purchases made within the past
90 days.

REINVESTMENT PRIVILEGE. If Investment Shares in a Fund have been redeemed, the
shareholder has a one-time right, within 30 days, to reinvest the redemption
proceeds at the next-determined net asset value without any sales charge. The
Transfer Agent must be notified by the shareholder in writing or by his
financial institution of the reinvestment, in order to eliminate a sales
charge. If the shareholder redeems his shares in a Fund, there may be tax
consequences.

17
<PAGE>

SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment
of Investment Shares on a regular basis in a minimum amount of $100 for each
Fund ($25 for employees of Bancshares or any of its affiliates). Under this
program, funds may be automatically withdrawn periodically from the
shareholder's checking account at a Bancshares banking affiliate and invested
in Fund shares at the net asset value next determined after an order is
received by the Transfer Agent, plus the applicable sales charge. A
shareholder may apply for participation in this program by calling their
Compass Brokerage, Inc. personal investment officer or other authorized
registered representative or the Transfer Agent.

DIVIDENDS

Dividends for the Bond Fund are declared daily and paid monthly and for the
Equity Fund declared and paid monthly to shareholders of record. Dividends
will be reinvested automatically in additional shares on payment dates without
a sales charge unless cash payments are requested by writing to Compass, the
Trust or Transfer Agent as appropriate.

CAPITAL GAINS

Net capital gains realized by a Fund, if any, will be distributed at least
once every twelve months and will be reinvested automatically in additional
shares on payment dates without a sales charge unless cash payments are
requested by writing to the Transfer Agent, Compass Brokerage, Inc. or a
Compass Asset Management division or affiliate as appropriate.

EXCHANGE PRIVILEGE
- -------------------------------------------------------------------------------

INVESTMENT SHARES

Shareholders may exchange Investment Shares of a Fund for Investment Shares of
any other Expedition Fund (or Investment Service Shares of the Expedition
Money Market Fund). Investment Shares of Funds with a sales charge may be
exchanged at net asset value for shares of other Funds with an equal sales
charge or no sales charge. Investment Shares of Funds with no sales charge
acquired by direct purchase or reinvestment of dividends on such shares may be
exchanged for shares of funds sold with a sales charge at net asset value,
plus the applicable sales charge imposed by the fund whose shares are being
purchased. Neither the Trust nor any of the Funds imposes any additional fees
on exchanges.

When an exchange is made from a Fund with a sales charge to a Fund with no
sales charge, the shares exchanged and additional shares which have been
purchased by reinvesting dividends on such shares retain the character of the
exchanged shares for purposes of exercising further exchange privileges; thus,
an exchange of such shares for shares of a fund with a sales charge would be
at net asset value.

Shareholders of Investment Shares who exercise this exchange privilege must
exchange shares having a net asset value of at least $1,000. Prior to any
exchange, the shareholder must receive a copy of the current prospectus of the
participating fund into which an exchange is to be made.

Upon receipt of proper instructions and all necessary supporting documents,
Investment Shares submitted for exchange will be redeemed at the next-
determined net asset value. If the exchanging

18
<PAGE>

shareholder does not have an account in the participating Fund whose shares
are being acquired, a new account will be established with the same
registration, dividend and capital gain options as the account from which
shares are exchanged, unless otherwise specified by the shareholder. In the
case where the new account registration is not identical to that of the
existing account, a signature guarantee is required. (See "Redeeming Shares--
By Mail.") Exercise of this privilege is treated as a redemption and new
purchase for federal income tax purposes and, depending on the circumstances,
a short or long-term capital gain or loss may be realized. The Trust reserves
the right to modify or terminate the exchange privilege at any time.
Shareholders would be notified within 60 days prior to any modification or
termination.

EXCHANGE BY TELEPHONE. Shareholders may provide instructions for exchanges
between participating Funds by calling the Transfer Agent at 1-800-992-2085.
In addition, investors may exchange shares by calling their Compass Brokerage,
Inc. personal investment officer or authorized registered representative
directly.

Telephone exchange instructions must be received before 3:00 p.m. (Central
time) for shares to be exchanged the same day.

WRITTEN EXCHANGE. A shareholder wishing to make an exchange of Investment
Shares by written request may do so by sending it to: The Expedition Funds,
P.O. Box 8010, Boston, Massachusetts 02266-8010. In addition, an investor may
exchange shares by sending a written request to their Compass Brokerage, Inc.
personal investment officer or authorized registered representative directly.

INSTITUTIONAL SHARES

Shareholders of Institutional Shares interested in exchanging their shares
should contact their Compass Asset Management division or affiliate.

REDEEMING SHARES
- -------------------------------------------------------------------------------

INVESTMENT SHARES

Each Fund redeems shares at their net asset value next determined after
receipt of the redemption request. Redemptions will be made on days on which
the Fund computes its net asset value. Telephone or written requests for
redemptions of Investment Shares must be received in proper form and can be
made through a Compass Brokerage, Inc. personal investment officer or
authorized registered representative or through the Transfer Agent.

19
<PAGE>

BY TELEPHONE. Shareholders may redeem Investment Shares of the Fund by
telephoning 1-800-992-2085. An authorization form permitting telephone
redemption requests must be completed. For calls received before 3:00 p.m.
(Central time), proceeds will normally be deposited into the shareholder's
account, if any, at a Bancshares banking affiliate or a check will be mailed
to the address of record on the next business day. In no event will it take
more than seven days for proceeds to be wired or a check to be mailed after a
proper request for redemption has been received. If, at any time, the Trust
shall determine it necessary to terminate or modify this method of redemption,
shareholders would be promptly notified.

None of Compass Asset Management, Compass Brokerage, Inc., the Transfer Agent
nor the Trust will be responsible for any loss, liability, cost or expense for
acting upon wire or telephone instructions that it reasonably believes to be
genuine. The Trust, Compass Asset Management, Compass Brokerage, Inc., and the
Transfer Agent will each employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, including requiring a form
of personal identification prior to acting upon instructions received by
telephone and recording telephone instructions. Such procedures may include
taping of telephone conversations.

If market conditions are extraordinarily active or other extraordinary
circumstances exist, and you experience difficulties placing redemption orders
by telephone, you may consider placing your order by mail.

BY MAIL. Shareholders may redeem Investment Shares of the Fund by sending a
written request. The written request should include the shareholder's name,
the Fund name, the account number, and the share or dollar amount requested.
Investors redeeming Investment Shares through the Transfer Agent should mail
written requests to: The Expedition Fund--Investment Shares, P.O. Box 8010,
Boston, Massachusetts 02266-8010.

SIGNATURES. Shareholders requesting a redemption of any amount to be sent to
an address other than that on record or a redemption payable other than to the
shareholder of record must have their signatures guaranteed by:

. a trust company or commercial bank whose deposits are insured by the
Bank Insurance Fund ("BIF"), which is administered by the FDIC;
. a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;
. a savings bank or savings association whose deposits are insured by the
Savings Association Insurance Fund ("SAIF"), which is administered by
the FDIC; or
. any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.

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

The Trust and its transfer agent adopted standards for accepting signature
guarantees from the above institutions. The Trust may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. Redemptions of $40,000 or greater for a Fund must
be in writing and a signature guarantee must accompany the request. The Trust
and its transfer agent reserve the right to amend these standards at any time
without notice.

20
<PAGE>

Normally, a check for the proceeds is mailed to the shareholder within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request.

INSTITUTIONAL SHARES

To redeem Institutional Shares a customer may contact their Compass Asset
Management division or affiliate.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders of Investment Shares who desire to receive monthly or quarterly
payments of a predetermined amount may take advantage of the Systematic
Withdrawal Program. Under this program, Investment Shares are redeemed to
provide for periodic withdrawal payments in an amount directed by the
shareholder. Depending upon the amount of the withdrawal payments, the amount
of dividends paid and capital gains distributions, and the fluctuation of the
net asset value of shares redeemed under this program, redemptions may reduce,
and eventually deplete, the shareholder's investment in the Fund. For this
reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have invested at least $10,000
in a Fund (at current offering price).

A shareholder may apply for participation in this program through Compass
Brokerage, Inc. or the Transfer Agent. Due to the fact that shares are sold
with a sales charge, it is not advisable for shareholders to be purchasing
shares while participating in this program.

ACCOUNTS WITH LOW BALANCES

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

SHAREHOLDER INFORMATION
- -------------------------------------------------------------------------------

VOTING RIGHTS

Each share of a Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of each portfolio
in the Trust have equal voting rights, except that in matters affecting only a
particular Fund or class, only shares of that Fund or class are entitled to
vote.

21
<PAGE>

As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust or a Fund's operation and for the election of Trustees
under certain circumstances.

As of May 28, 1997, Blue Cross Blue Shield of Alabama, owned 29.73% of the
Bond Fund which is considered a controlling interest as defined by the
Investment Company Act of 1940, as amended.

EFFECT OF BANKING LAWS
- -------------------------------------------------------------------------------

Compass Bank, Bancshares and certain of Bancshares' affiliates are subject to
certain such banking laws and regulations. They believe, based on the advice
of their counsel, that they may perform those services for the Fund
contemplated by any existing agreement entered into with the Trust without
violating those laws or regulations. Changes in either federal or state
statutes and regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, as well as further judicial or
administrative decisions or interpretations of present or future statutes and
regulations, could prevent these entities from continuing to perform all or a
part of the above services. If this happens, the Trustees would consider
alternative means of continuing available services. It is not expected that
shareholders would suffer any adverse financial consequences as a result of
any of these occurrences.

TAX INFORMATION
- -------------------------------------------------------------------------------

FEDERAL INCOME TAX

A Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and
to receive the special tax treatment afforded to such companies.

Unless otherwise exempt, shareholders are required to pay federal income tax
on any dividends and other distributions. This applies whether dividends and
distributions are received in cash or as additional shares.

STATE AND LOCAL TAXES. Shareholders are urged to consult their own tax
advisers regarding the status of their accounts under state and local tax
laws.

22
<PAGE>

PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------

From time to time, each Fund advertises its total return and yield.

Total return represents the change, over a specified period of time, in the
value of an investment in a Fund after reinvesting all income and capital
gains distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The yield of a Fund is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the
Fund over a thirty-day period by the maximum offering price per share of the
Fund on the last day of the period. This number is then annualized using semi-
annual compounding. The yield does not necessarily reflect income actually
earned by a Fund and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

Total return and yield will be calculated separately for Investment Shares and
Institutional Shares. Because Investment Shares are subject to sales charges
and differing expense levels, the total return and yield for Institutional
Shares, for the same period, ordinarily will exceed that of Investment Shares.

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

23
<PAGE>

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
The Expedition Funds One Freedom Valley Road
Oaks, Pennsylvania 19456
- -------------------------------------------------------------------------------------------------------------------
Distributor
SEI Investments Distribution Co. One Freedom Valley Road
Oaks, Pennsylvania 19456
- -------------------------------------------------------------------------------------------------------------------
Investment Adviser and Custodian
Compass Bank 15 S. 20th Street
Birmingham, Alabama 35233
- -------------------------------------------------------------------------------------------------------------------
Transfer Agent and Servicing Agent
Transfer Agent Servicing Agent
State Street Bank and Trust Company Boston Financial Data Services, Inc.
225 Franklin Street Two Heritage Drive
Boston, Massachusetts 02110 Quincy, Massachusetts 02171
- -------------------------------------------------------------------------------------------------------------------
Independent Auditors
Deloitte & Touche LLP 2500 One PPG Place
Pittsburgh, Pennsylvania 15222-5401
- -------------------------------------------------------------------------------------------------------------------
Counsel
Morgan, Lewis & Bockius LLP 1800 M Street, N.W.
Washington, D.C. 20036
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

24
<PAGE>

THE EXPEDITION MONEY MARKET FUND

(A PORTFOLIO OF THE EXPEDITION FUNDS)

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information should be read with the prospectus of
The Expedition Money Market Fund (the "Fund") dated June 9, 1997. This
Statement is not a prospectus itself. To receive a copy of the prospectus,
write the Fund or call toll-free 1-800-992-2085.

Statement dated December 31, 1996 as supplemented June 9, 1997
<PAGE>

Table of Contents

General Information About the Fund 1

Investment Objective and Policies 1

Investment Limitations 4

Regulatory Compliance 6

The Expedition Funds Management 7

Investment Advisory Services 9

Brokerage Transactions 10

Other Services 11

Purchasing Shares 12

Determining Net Asset Value 13

Redeeming Shares 14

Massachusetts Partnership Law 15

Tax Status 15

Fund Ownership 16

Total Return 16

Yield 16

Effective Yield 17

Performance Comparisons 17

Financial Statements 18
<PAGE>

General Information About the Fund
- -------------------------------------------------------------------------------

The Fund is a portfolio in The Expedition Funds (the "Trust"). The Trust,
formerly The Starburst Fund, was established as a Massachusetts business trust
under a Declaration of Trust dated August 7, 1989.

Shares of the Fund are offered in two classes, known as Investment Service
Shares and Institutional Shares.

Investment Objective and Policies
- -------------------------------------------------------------------------------

The Fund's investment objective is to provide current income consistent with
stability of principal. The investment objective cannot be changed without
approval of shareholders. The investment policies described below may be
changed by the Board of Trustees (the "Trustees"') without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.

Types of Investments

The Fund invests primarily in money market instruments which mature in thirteen
months or less and which include, but are not limited to, commercial paper and
variable amount demand master notes, bank instruments, U.S. Government
obligations and repurchase agreements.

The instruments of banks and savings associations whose deposits are insured by
the Bank Insurance Fund ("BIF"), which is administered by the Federal Deposit
Insurance Corporation ("FDIC") or the Savings Association Insurance Fund
("SAIF"), which is administered by the FDIC, such as certificates of deposit,
demand and time deposits, savings shares, and bankers' acceptances, are not
necessarily guaranteed by those organizations.

Bank Instruments

In addition to domestic bank obligations such as certificates of deposit,
demand and time deposits, savings shares, and bankers' acceptances, the
Fund may invest in:

. Eurodollar Certificates of Deposit issued by foreign branches of U.S.
or foreign banks;

. Eurodollar Time Deposits, which are U.S. dollar-denominated deposits
in foreign branches of U.S. or foreign banks;

. Canadian Time deposits, which are U.S. dollar-denominated deposits
issued by branches of major Canadian banks located in the United
States; and

. Yankee Certificates of Deposit, which are U.S. dollar-denominated
certificates of deposit issued by U.S. branches of foreign banks and
held in the United States.

1
<PAGE>

Ratings

A nationally recognized statistical rating organizations' ("NRSROs")
highest rating category is determined without regard for subcategories and
gradations. For example, securities rated A-1 or A-1+ by Standard & Poor's
Ratings Group ("S&P"), Prime-1 by Moody's Investors Service, Inc.
("Moody's"), or F-1 (+ or -) by Fitch Investors Service, Inc. ("Fitch") are
all considered rated in the highest short-term rating category. The Fund
will follow applicable regulations in determining whether a security rated
by more than one NRSRO can be treated as being in the highest short-term
rating category; currently, unless a security is rated by only one NRSRO,
such securities must be rated by two NRSROs in their highest rating
category. See "Regulatory Compliance."

U.S. Government Obligations

The types of U.S. Government obligations in which the Fund may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes, and bonds) and obligations issued or guaranteed by
U.S. Government agencies or instrumentalities. These securities are backed
by:

. the full faith and credit of the U.S. Treasury;

. the issuer's right to borrow from the U.S. Treasury;

. the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities; or

. the credit of the agency or instrumentality issuing the obligations.

Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are:

. Farm Credit Banks;
. National Bank for Cooperatives;
. Federal Home Loan Banks;
. Farmers Home Administration; and
. Fannie Mae.

When-issued and Delayed Delivery Transactions

These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.

2
<PAGE>

Repurchase Agreements

The Fund or its custodian will take possession of the securities subject to
repurchase agreements, and these securities will be marked to market daily. In
the event that such a defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund might be delayed pending
court action. The Fund believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor of the Fund
and allow retention or disposition of such securities. The Fund will only enter
into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are deemed by the Fund's adviser to
be creditworthy pursuant to guidelines established by the Trustees.

Reverse Repurchase Agreements

The Fund may enter into reverse repurchase agreements. These transactions are
similar to borrowing cash. In a reverse repurchase agreement the Fund transfers
possession of a portfolio instrument to another person, such as a financial
institution, broker or dealer, in return for a percentage of the instrument's
market value in cash, and agrees that on a stipulated date in the future the
Fund will repurchase the portfolio instrument by remitting the original
consideration plus interest at an agreed upon rate.

The use of reverse repurchase agreements may enable the Fund to avoid selling
portfolio instruments at a time when a sale may be deemed to be disadvantageous,
but the ability to enter into reverse repurchase agreements does not ensure that
the Fund will be able to avoid selling portfolio instruments at a
disadvantageous time.

When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. These assets are marked to market daily and
maintained until the transaction is settled.

During the period any reverse repurchase agreements are outstanding, but only to
the extent necessary to assure completion of the reverse repurchase agreements,
the Fund will restrict the purchase of portfolio instruments to money market
instruments maturing on or before the expiration date of the reverse repurchase
agreement.

Credit Enhancement

The Fund typically evaluates the credit quality and ratings of credit-enhanced
securities based upon the financial condition and ratings of the party providing
the credit enhancement (the "credit enhancer"), rather than the issuer.
However, credit-enhanced securities will not be treated as having been issued by
the credit enhancer for diversification purposes, unless the Fund has invested
more than 10% of its assets in securities issued, guaranteed or otherwise credit
enhanced by the credit enhancer, in which case the securities will be treated as
having been issued by both the issuer and the credit enhancer.

The Fund may have more than 25% of its total assets invested in securities
credit enhanced by banks.

3
<PAGE>

Restricted and Illiquid Securities

The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under a Securities and Exchange Commission ("SEC") Staff
position set forth in the adopting release for Rule 144A under the Securities
Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain
secondary market transactions involving securities subject to restrictions on
resale under federal securities laws. The Rule provides an exemption from
registration for resale of otherwise restricted securities to qualified
institutional buyers. The Rule was expected to further enhance the liquidity of
the secondary market for securities eligible for resale under Rule 144A. The
Fund believes that the Staff of the SEC has left the question of determining the
liquidity of all restricted securities (eligible for resale under Rule 144A) to
the Trustees. The Board considers the following criteria in determining the
liquidity of certain restricted securities:

. the frequency of trades and quotes for the security;

. the number of dealers willing to purchase or sell the security and the
number of other potential buyers;

. dealer undertakings to make a market in the security; and

. the nature of the security and the nature of the marketplace trades.

Lending of Portfolio Securities

The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the
option of the Fund or the borrower. The Fund may pay reasonable administrative
and custodial fees in connection with a loan and may pay a negotiated portion of
the interest earned on the cash or equivalent collateral to the borrower or
placing broker.

Investment Limitations
- --------------------------------------------------------------------------------

Selling Short and Buying on Margin

The Fund will not sell any securities short or purchase any securities on margin
but may obtain such short-term credits as may be necessary for clearance of
transactions.

Issuing Senior Securities and Borrowing Money

The Fund will not issue senior securities except that the Fund may borrow money
directly or through reverse repurchase agreements in amounts up to one-third of
the value of its total assets including the amounts borrowed. The Fund will not
borrow money or engage in reverse repurchase agreements for investment leverage,
but rather as a temporary, extraordinary, or emergency measure or to facilitate
management of the portfolio by enabling the Fund to meet redemption requests
when the liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Fund will not purchase any securities while borrowings in
excess of 5% of the value of its total assets are outstanding. During the
period any reverse repurchase

4
<PAGE>

agreements are outstanding, the Fund will restrict the purchase of portfolio
instruments to money market instruments maturing on or before the expiration
date of the reverse repurchase agreements, but only to the extent necessary to
assure completion of the reverse repurchase agreements.

Pledging Assets

The Fund will not mortgage, pledge, or hypothecate any assets except to secure
permitted borrowings. In those cases, it may pledge assets having a value not
exceeding the lesser of the dollar amounts borrowed or 15% of the value of total
assets of the Fund at the time of the pledge.

Concentration of Investments

The Fund will not invest 25% or more of the value of its total assets in any one
industry except that the Fund will invest 25% of the value of its total assets
in the commercial paper issued by finance companies. The Fund may invest more
than 25% of the value of its total assets in cash or cash items, securities
issued or guaranteed by the U.S. Government, its agencies, or instrumentalities,
or instruments secured by these money market instruments, such as repurchase
agreements.

Investing in Commodities and Real Estate

The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts. The Fund will not purchase or sell real estate,
although it may invest in securities of issuers whose business involves the
purchase or sale of real estate or in securities which are secured by real
estate or interests in real estate.

Investing in Restricted Securities

The Fund will not invest more than 10% of the value of its net assets in
securities which are subject to legal or contractual restrictions on resale,
except for commercial paper issued under Section 4(2) of the Securities Act of
1933.

Underwriting

The Fund will not underwrite any issue of securities, except as it may be deemed
to be an underwriter under the Securities Act of 1933 in connection with the
sale of securities in accordance with its investment objective, policies, and
limitations.

Lending Cash or Securities

The Fund will not lend any of its assets, except portfolio securities. This
shall not prevent the Fund from purchasing or holding bonds, debentures, notes,
certificates of indebtedness, or other debt securities, entering into repurchase
agreements or engaging in other transactions where permitted by the Fund's
investment objective, policies, limitations or Declaration of Trust.

5
<PAGE>

Diversification of Investments

With respect to 75% of the value of its total assets, the Fund will not purchase
securities issued by any one issuer (other than cash, cash items or securities
issued or guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by such securities)
if as a result more than 5% of the value of its total assets would be invested
in the securities of that issuer.

The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.

Investing in Securities of Other Investment Companies

The Fund will not purchase securities of other investment companies except as
part of a merger, consolidation, reorganization, or other acquisition.

Investing in Illiquid Securities

The Fund will not invest more than 10% of the value of its net assets in
illiquid securities, including repurchase agreements providing for settlement in
more than seven days after notice, non-negotiable time deposits with maturities
over seven days, and certain restricted securities not determined by the
Trustees to be liquid.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

The Fund does not expect to borrow money, pledge securities, invest in illiquid
securities, restricted securities or engage in when-issued and delayed delivery
transactions, or reverse repurchase agreements in excess of 5% of the value of
its net assets during the coming fiscal year.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."

Regulatory Compliance
- --------------------------------------------------------------------------------

The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940. In particular, the Fund will comply
with the various requirements of Rule 2a-7, which regulates money market mutual
funds. For example, with limited exceptions, Rule 2a-7 prohibits the investment
of more than 5% of the Fund's total assets in the securities of any one issuer,
although the Fund's investment limitation only requires such 5% diversification
with respect to 75% of its assets. The Fund will invest more than 5% of its
assets in any one issuer only under the circumstances permitted by Rule 2a-7.
The Fund will also determine the effective maturity of its investments, as well
as its ability to consider

6
<PAGE>

a security as having received the requisite short-term ratings by NRSROs
according to Rule 2a-7. The Fund may change these operational policies to
reflect changes in the laws and regulations without the approval of its
shareholders.

The Expedition Funds Management
- --------------------------------------------------------------------------------

Trustees and Officers of the Trust

The management and affairs of the Fund are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trust pays the fees for
unaffiliated Trustees.

The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Arbor Fund, ARK Funds, Bishop Street Funds,
CoreFunds, Inc., CrestFunds, Inc., CUFUND, FMB Funds, Inc., First American
Funds, Inc., First American Investment Funds, Inc., First American Strategy
Funds, Inc, HighMark Fund, Marquis Funds(R), Monitor Funds, Morgan Grenfell
Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Profit Funds
Investment Trust, Rembrandt Funds(R), Santa Barbara Group of Mutual Funds, Inc.,
1784 Funds(R), SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
International Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, Stepstone
Funds, STI Classic Funds, STI Classic Variable Trust, and TIP Fund, each of
which is an open-end management investment company managed by SEI Fund Resources
or its affiliates and, except for Profit Funds Investment Trust, Rembrandt
Funds(R), and Santa Barbara Group of Mutual Funds, Inc., are distributed by SEI
Financial Services Company.

ROBERT A. NESHER (DOB 08/17/46) -- Chairman of the Board of Trustees* -- Retired
since 1994. Executive Vice President of SEI, 1986-1994. Director and Executive
Vice President of the Administrator and the Distributor, 1981-1994. Trustee of
the Arbor Fund, Marquis Funds(R), Advisors' Inner Circle Fund, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Managed Trust, SEI International Trust, SEI Institutional Investments Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, Insurance Investment Products Trust,
1784 Funds(R), Pillar Funds, Rembrandt Funds, and Stepstone Funds.

JOHN T. COONEY (DOB 01/20/27) -- Trustee** -- 569 N. Post Oak Lane, Houston, TX
77024. Retired since 1992. Formerly Vice Chairman of Ameritrust Texas N.A.,
1989-1992, and MTrust Corp., 1985-1989. Trustee of the Arbor Fund, Marquis
Funds(R), and Advisors' Inner Circle Fund.

WILLIAM M. DORAN (DOB 05/26/40) - Trustee* - 2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius (law firm), counsel to
the Trust, Administrator and Distributor, Director and Secretary of SEI.
Trustee of the Arbor Fund, SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI
International Trust, SEI Asset Allocation Trust, SEI Institutional Investments
Trust, Insurance Investment Products Trust, The Advisors' Inner Circle Fund, and
Marquis Funds(R).

FRANK E. MORRIS (DOB 12/30/23) -- Trustee** -- 105 Walpole Street, Dover, MA
02030. Retired since 1990. Peter Drucker Professor of Management, Boston
College, 1989-1990. President, Federal

7
<PAGE>

Reserve Bank of Boston, 1968-1988. Trustee of The Arbor Fund, Marquis Funds(R),
Advisors' Inner Circle Fund, SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI
International Trust, Insurance Investment Products Trust, SEI Asset Allocation
Trust and SEI Institutional Investments Trust.

ROBERT A. PATTERSON (DOB 11/05/27) -- Trustee** -- 208 Old Main, University
Park, PA 16802. Pennsylvania State University, Senior Vice President, Treasurer
(Emeritus). Financial and Investment Consultant, Professor of Transportation
(1984-present). Vice President-Investments, Treasurer, Senior Vice President
(Emeritus) (1982-1984). Director, Pennsylvania Research Corp.; Member and
Treasurer, Board of Trustees of Grove City College. Trustee of the Arbor Fund,
Marquis Funds(R), and Advisors' Inner Circle Fund.

GENE PETERS (DOB 06/03/29)--- Trustee** -- 943 Oblong Road, Williamstown, MA
01267. Private investor from 1987 to present. Vice President and Chief
Financial Officer, Western Company of North America (petroleum service company)
(1980-1986). President of Gene Peters and Associates (import company) (1978-
1980). President and Chief Executive Officer of Jos. Schlitz Brewing Company
before 1978. Trustee of the Arbor Fund, Marquis Funds(R) and Advisors' Inner
Circle Fund.

JAMES M. STOREY (DOB 04/12//31) -- Trustee** -- Partner, Dechert Price & Rhoads,
from September 1987 - December 1993; Trustee of the Arbor Fund, Marquis
Funds(R), Advisors' Inner Circle Fund, SEI Liquid Asset Trust, SEI Tax Exempt
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust,
SEI International Trust, Insurance Investment Products Trust, SEI Asset
Allocation Trust, and SEI Institutional Investments Trust.

DAVID G. LEE (DOB 04/16/52) -- President and Chief Executive Officer -- Senior
Vice President of the Administrator and Distributor since 1993. Vice President
of the Administrator and Distributor, 1991-1993. President, GW Sierra Trust
Funds before 1991.

SANDRA K. ORLOW (DOB 10/18/53) -- Vice President and Assistant Secretary -- Vice
President and Assistant Secretary of the Administrator and Distributor since
1988.

KEVIN P. ROBINS (DOB 04/15/61) -- Vice President and Assistant Secretary --
Senior Vice President, General Counsel and Assistant Secretary of SEI, Senior
Vice President, General Counsel and Secretary of the Administrator and
Distributor since 1994. Vice President and Assistant Secretary of SEI, the
Administrator and Distributor, 1992-1994. Associate, Morgan, Lewis & Bockius
LLP (law firm), 1988-1992.

RICHARD W. GRANT (DOB 10/25/45) -- Secretary -- 2000 One Logan Square,
Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, Administrator and Distributor.

KATHRYN L. STANTON (DOB 11/19/58) -- Vice President and Assistant Secretary,
Deputy General Counsel, of SEI, Vice President and Assistant Secretary of the
Administrator and Distributor since 1994. Associate, Morgan, Lewis & Bockius LLP
(law firm), 1989-1994.

ROBERT DELLACROCE (DOB 12/17/63) -- Controller and Chief Financial Officer --
Director, Funds Administration and Accounting of SEI since 1994. Senior Audit
Manager, Arthur Andersen LLP (accounting firm), 1986-1994.

8
<PAGE>

TODD B. CIPPERMAN (DOB 01/14/66) -- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI, the Administrator and the
Distributor since 1995. Associate, Dewey Ballantine (law firm) (1994-1995).
Associate, Winston & Strawn (law firm) (1991-1994).

BARBARA A. NUGENT (DOB 06/18/56) -- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI, the Administrator and Distributor
since 1996. Associate, Drinker Biddle & Reath (law firm) (1994-1996).
Assistant Vice President/Administration, Delaware Service Company, Inc. (1992-
1993); Assistant Vice President - Operations of Delaware Service Company, Inc.
(1988-1992).

MARC H. CAHN (DOB 06/19/57) -- Vice President and Assistant Secretary -- Vice
President and Assistant Secretary of SEI, the Administrator and Distributor
since 1996. Associate General Counsel, Barclays Bank PLC (1995-1996). ERISA
counsel, First Fidelity Bancorporation (1994-1995), Associate, Morgan, Lewis &
Bockius LLP (1989-1994).

- ------------------------
*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested"
persons of the Trust as that term is defined in the 1940 Act.

**Messrs. Cooney, Morris, Patterson, Peters and Storey serve as members of the
Audit Committee of the Trust.

The Board of Trustees was elected at a Shareholder meeting on May 16, 1997 and,
therefore have not received compensation from the Trust. Each Trustee who is
considered "not interested" will receive an estimated $660 as compensation for
the remainder of the fiscal year ending October 31, 1997. Officers and Trustees
own less than 1% of the Trust's outstanding shares.

Trustee Liability

The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.

Investment Advisory Services
- --------------------------------------------------------------------------------

Adviser to the Fund

The Fund's investment adviser is Compass Bank, an Alabama state banking
corporation (the "Adviser"). The Adviser is a wholly-owned subsidiary of Compass
Bancshares, Inc. ("Bancshares"), a bank holding company organized under the laws
of Delaware. The Adviser shall not be liable to the Trust, the Fund, or any
shareholder of the Fund for any losses that may be sustained in the purchase,
holding, or sale of any security, or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the Trust.

9
<PAGE>

Because of the internal controls maintained by Compass Bank to restrict the flow
of non-public information, Fund investments are typically made without any
knowledge of Compass Bank's or its affiliates' lending relationships with an
issuer.

Advisory Fees

For its advisory services, Compass Bank receives an annual investment advisory
fee as described in the prospectus.

For the fiscal years ended October 31, 1996, 1995, and 1994, the Adviser earned
$646,650, $779,414, and $706,200, respectively, which was reduced by $0,
$188,477, and $63,808, respectively, because of undertakings to limit the Fund's
expenses.

Brokerage Transactions
- --------------------------------------------------------------------------------

Although investment decisions for the Fund are made independently from those of
the other accounts managed by the Adviser, investments of the type the Fund may
make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the Adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the Adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.

10
<PAGE>

Other Services
- --------------------------------------------------------------------------------

Fund Administration

The Trust and SEI Fund Resources (the "Administrator") have entered into an
administration agreement (the "Administration Agreement"). The Administration
Agreement provides that the Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which the Administration Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Administrator in the performance of its duties or from reckless disregard by
it of its duties and obligations thereunder. The Administration Agreement shall
remain in effect with respect to the Trust for three years.

The Administrator, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Financial Management Corporation ("SFM"), a
wholly-owned subsidiary of SEI Investments Company ("SEI"), is the owner of all
beneficial interests in the Administrator. SEI and its affiliates, including
the Administrator, are leading providers of funds evaluation services, trust
accounting systems, and brokerage and information services to financial
institutions, institutional investors and money managers. The Administrator and
its affiliates also serve as administrator to the following other mutual funds:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund,
ARK Funds, Bishop Street Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, FMB
Funds, First American Funds, Inc., First American Investment Funds, Inc., First
American Strategy Funds, Inc., HighMark Fund, Marquis Funds(R), Monitor Funds,
Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Profit
Funds Investment Trust, Rembrandt Funds(R), Santa Barbara Group of Mutual
Funds, Inc., 1784 Funds(R), SEI Asset Allocation Trust, SEI Daily Income Trust,
SEI Index Funds, SEI Institutional Investments Trust, SEI Institutional Managed
Trust, SEI International Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust,
Stepstone Funds, STI Classic Funds, STI Classic Variable Trust, and TIP Funds.

Distributor

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary
of SEI, and the Trust are parties to a distribution agreement ("Distribution
Agreement") which applies to both Institutional Shares and Investment Service
Shares of the Fund.

The Distribution Agreement is renewable annually. The Distribution Agreement
may be terminated by the Distributor, by a majority vote of the Trustees who are
not interested persons and have no financial interest in the Distribution
Agreement or by a majority of the outstanding shares of the Trust upon not more
than 60 days' written notice by either party or upon assignment by the
Distributor.

Custodian

Compass Bank, Birmingham, Alabama, is custodian for the securities and cash of
the Fund for which it receives an annual fee of 0.02% of the Fund's average
aggregate daily net assets and is reimbursed for its out-of-pocket expenses.

11
<PAGE>

Transfer Agent and Servicing Agent

State Street Bank and Trust Company and Boston Financial Data Services, Inc.
serves as transfer agent and servicing agent for the Trust, respectively. The
fee paid to the Transfer Agent is based upon the size, type and number of
accounts and transactions made by shareholders.

Independent Auditors

The independent auditors for the Trust are Deloitte & Touche LLP, Pittsburgh,
Pennsylvania.

Purchasing Shares
- --------------------------------------------------------------------------------

Shares are sold at their net asset value without a sales charge on days the New
York Stock Exchange is open for business except for federal or state holidays
restricting wire transfers. The procedure for purchasing Shares of the Fund is
explained in the prospectus under "Investing in Investment Shares."

Compass Bank, Compass Brokerage, Inc. and the other affiliates of Bancshares
which provide shareholder and administrative services to the Fund sometimes are
referred to herein as "Compass."

Shareholder Service Plan

With respect to the Investment Service Shares class of the Fund, the Trust has
adopted a Shareholder Service Plan (the "Plan"'). Pursuant to the Plan, the
distributor may pay fees to administrators for administrative services as to
Shares. The administrative services are provided by a representative who has
knowledge of the shareholder's particular circumstances and goals, and include,
but are not limited to: communicating account openings; communicating account
closings; entering purchase transactions; entering redemption transactions;
providing or arranging to provide accounting support for all transactions;
wiring funds and receiving funds for Share purchases and redemptions; confirming
and reconciling all transactions; reviewing the activity in Fund accounts; and
providing training and supervision of broker personnel; posting and reinvesting
dividends to Fund accounts or arranging for this service to be performed by the
Fund's transfer agent; and maintaining and distributing current copies of
prospectuses and shareholder reports to the beneficial owners of Shares and
prospective shareholders.

For the fiscal year ended October 31, 1996, the Fund paid distribution fees
under its then existing Rule 12b-1 plan of $93,187, of which $41,507 was
voluntarily waived.

Conversion to Federal Funds

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds.

12
<PAGE>

Determining Net Asset Value
- --------------------------------------------------------------------------------

The Fund attempts to stabilize the value of a Share at $1.00. Net asset value
is calculated on days on which both the New York Stock Exchange and the Federal
Reserve wire system are open for business. Currently, the Fund is closed for
business when the following holidays are observed: New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving and Christmas.

Use of the Amortized Cost Method

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the SEC under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures reasonably designed to stabilize
the net asset value per Share, as computed for purposes of distribution and
redemption, at $1.00 per Share, taking into account current market conditions
and the Fund's investment objective.

Under the Rule, the Fund is permitted to purchase instruments which are subject
to demand features or standby commitments. As defined by the Rule, a demand
feature entitles the Fund to receive the principal amount of the instrument from
the issuer or a third party on (1) no more than 30 days' notice or (2) at
specified intervals not exceeding one year on no more than 30 days' notice. A
standby commitment entitles the Fund to achieve same day settlement and to
receive an exercise price equal to the amortized cost of the underlying
instrument plus accrued interest at the time of exercise.

Monitoring Procedures

The Trustees' procedures include monitoring the relationship between the
amortized cost value per Share and the net asset value per Share based upon
available indications of market value. The Trustees will decide what, if
any, steps should be taken if there is a difference of more than 0.5%
between the two values. The Trustees will take any steps they consider
appropriate (such as redemption in kind or shortening the average portfolio
maturity) to minimize any material dilution or other unfair results arising
from differences between the two methods of determining net asset value.

Investment Restrictions

The Rule requires that the Fund limit its investments to instruments that,
in the opinion of the Trustees, present minimal credit risks and have
received the requisite rating from one or more NRSRO. If the instruments
are not rated, the Trustees must determine that they are of comparable
quality. The Rule also requires the Fund to maintain a dollar-weighted
average portfolio maturity (not more than 90 days) appropriate to the
objective of maintaining a stable net asset value of $1.00 per Share.
Except as allowed under Rule 2a-7, no instrument with a remaining maturity
of more than thirteen months can be purchased by the Fund.

13
<PAGE>

Should the disposition of a portfolio security result in a dollar-weighted
average portfolio maturity of more than 90 days, the Fund will invest its
available cash to reduce the average maturity to 90 days or less as soon as
possible.

The Fund may attempt to increase yield by trading portfolio securities to take
advantage of short-term market variations. Under the amortized cost method of
valuation, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio.

In periods of declining interest rates, the indicated daily yield on Shares of
the Fund, computed by dividing the annualized daily income on the Fund's
portfolio by the net asset value computed as above, may tend to be higher than a
similar computation made by using a method of valuation based upon market prices
and estimates.

In periods of rising interest rates, the indicated daily yield on Shares of the
Fund computed the same way may tend to be lower than a similar computation made
by using a method of calculation based upon market prices and estimates.

Redeeming Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at the next computed net asset value after the Transfer
Agent receives the redemption request. Redemption procedures are explained in
the prospectus under "Redeeming Investment Shares." Although Federated
Shareholder Services Company does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred redemptions
of less than $5,000.

Redemption in Kind

Although the Trust intends to redeem Shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from the respective Fund's portfolio.

Redemption in kind will be made in conformity with applicable SEC rules, taking
such securities at the same value employed in determining net asset value and
selecting the securities in a manner the Trustees determine to be fair and
equitable.

The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Trust is obligated to redeem Shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the respective
class' net asset value during any 90-day period.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.

14
<PAGE>

Massachusetts Partnership Law
- --------------------------------------------------------------------------------

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations of
the Trust. These documents require notice of this disclaimer to be given in
each agreement, obligation or instrument that the Trust or its Trustees enter
into or sign.

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust cannot meet its obligations to
indemnify shareholders and pay judgments against them.

Tax Status
- --------------------------------------------------------------------------------

The Fund's Tax Status

The Fund intends to pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:

. derive at least 90% of its gross income from dividends, interest, and
gains from the sale of securities;

. derive less than 30% of its gross income from the sale of securities
held less than three months;

. invest in securities within certain statutory limits; and

. distribute to its shareholders at least 90% of its net income earned
during the year.

Shareholders' Tax Status

Shareholders are subject to federal income tax on dividends received as cash or
additional Shares. No portion of any income dividend paid by the Fund is
eligible for the dividends received deduction available to corporations. These
dividends, and any short-term capital gains, are taxable as ordinary income.

Capital Gains

Capital gains experienced by the Fund could result in an increase in
dividends. Capital losses could result in a decrease in dividends. If, for
some extraordinary reason, the Fund realizes net long-term capital gains,
it will distribute them at least once every 12 months.

15
<PAGE>

Fund Ownership
- --------------------------------------------------------------------------------

As of May 28, 1997, the following persons were the only persons who were record
owners of 5% or more of the shares of the Fund: Compass Bank-Trust Operations,
P.O. Box 10566, Birmingham, Alabama 35296 - 96.09%.

Total Return
- --------------------------------------------------------------------------------

The Fund's average annual total returns for Institutional Shares for the one-
year and five-year periods ended October 31, 1996, and for the period from April
29, 1991 (date of initial public investment) to October 31, 1996, were 4.79%,
3.98% and 4.15%, respectively.

The Fund's average annual total returns for Investment Service Shares for the
one-year and five-year periods ended October 31, 1996, and for the period from
February 5, 1990 (date of initial public investment) to October 31, 1996, were
4.95%, 4.13% and 4.89%, respectively.

The average annual total return for the Fund is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of Shares owned at the end of the period by
the offering price per Share at the end of the period. The number of Shares
owned at the end of the period is based on the number of Shares purchased at the
beginning of the period with $1,000, less any applicable sales charge, adjusted
over the period by any additional Shares, assuming the monthly reinvestment of
all dividends and distributions.

Yield
- --------------------------------------------------------------------------------

The yield for the Institutional Shares for the seven-day period ended October
31, 1996 was 4.51%. The yield for the Investment Services Shares for the same
period was 4.66%.

The Fund calculates the yield for both classes of shares daily, based upon the
seven days ending on the day of the calculation, called the "base period." This
yield is computed by:

. determining the net change in the value of a hypothetical account with
a balance of one Share at the beginning of the base period, with the
net change excluding capital changes but including the value of any
additional Shares purchased with dividends earned from the original
one Share and all dividends declared on the original and any purchased
Shares;

. dividing the net change in the account's value by the value of the
account at the beginning of the base period to determine the base
period return; and

. multiplying the base period return by (365/7).

16
<PAGE>

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in either
class of shares, the performance will be reduced for those shareholders paying
those fees.

Effective Yield
- --------------------------------------------------------------------------------

The effective yield for Investment Service Shares for the seven-day period ended
October 31, 1996 was 4.61%. The effective yield for the Institutional Shares
for the same period was 4.77%.

The Fund's effective yield for both classes of shares is computed by compounding
the unannualized base period return by:

. adding 1 to the base period return;

. raising the sum to the 365/7th power; and

. subtracting 1 from the result.

Performance Comparisons
- --------------------------------------------------------------------------------

The Fund's performance of both classes of shares depends upon such variables as:

. portfolio quality;

. average portfolio maturity;

. type of instruments in which the portfolio is invested;

. changes in interest rates on money market instruments;

. changes in the Fund's or either class of shares expenses; and

. the relative amount of Fund cash flow.

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:

. Lipper Analytical Services, Inc. ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all income dividends and
capital gains distributions, if any. From time to time, the Fund will

17
<PAGE>

quote its Lipper ranking in the "money market instrument funds''
category in advertising and sales literature.

Advertisements and other sales literature for the Fund may refer to total
return. Total return is the historic change in the value of an investment in
the Fund based on the monthly reinvestment of dividends over a specified period
of time.

Advertising and other promotional literature may include charts, graphs and
other illustrations using the Fund's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding, dollar-
cost averaging and systematic investment. In addition, the Fund can compare its
performance, or performance for the types of securities in which it invests, to
a variety of other investments, such as bank savings accounts, certificates of
deposit, and Treasury bills.

Economic and Market Information

Advertising and sales literature for the Fund may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by Fund portfolio managers and their views and analysis on how such
developments could affect the Fund. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute ("ICI"). For example, according to the ICI,
twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $3 trillion to the more than 5,500 funds available.

Financial Statements
- --------------------------------------------------------------------------------

The financial statements for the fiscal year ended October 31, 1996, including
notes thereto and the report of Deloitte & Touche LLP thereon are herein
incorporated by reference. A copy of the 1996 Annual Report to Shareholders
must accompany the delivery of this Statement of Additional Information.

18
<PAGE>

The Expedition Bond Fund
The Expedition Equity Fund

(Two Portfolios of The Expedition Funds)

Statement of Additional Information

This Statement of Additional Information should be read with the prospectus of
The Expedition Bond Fund (the "Bond Fund") and The Expedition Equity Fund (the
"Equity Fund") (each a "Fund" and collectively the "Funds") dated June 9, 1997.
This Statement is not a prospectus itself. To receive a copy of the prospectus,
write to the Fund or call toll-free 1-800-992-2085.

Statement dated December 31, 1996 as supplemented June 9, 1997
<PAGE>

Table of Contents

General Information About the Funds......................................... 1

Investment Policies......................................................... 1

Investment Limitations...................................................... 6

The Expedition Funds Management............................................. 9

Investment Advisory Services................................................ 11

Brokerage Transactions...................................................... 12

Other Services.............................................................. 12

Purchasing Shares........................................................... 13

Determining Net Asset Value................................................. 14

Redeeming Shares............................................................ 15

Massachusetts Partnership Law............................................... 16

Tax Status.................................................................. 16

Fund Ownership.............................................................. 16

Total Return................................................................ 17

Yield....................................................................... 17

Performance Comparisons..................................................... 17

Financial Statements........................................................ 19
<PAGE>

General Information About the Funds
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Each Fund is a portfolio in The Expedition Funds (the "Trust"). The Trust,
formerly The Starburst Funds, was established as a Massachusetts business trust
under a Declaration of Trust dated August 7, 1989.

Investment Policies
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U.S. Government Securities

The types of U.S. Government securities in which the Bond Fund may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes, and bonds) and obligations issued or guaranteed by
U.S. Government agencies or instrumentalities. These securities are backed
by:

. the full faith and credit of the U.S. Treasury (such as Farmers Home
Administration and Government National Mortgage Association);

. the issuer's right to borrow from the U.S. Treasury (such as Farmers Home
Administration);

. the discretionary authority of the U.S. Government to purchase certain
obligations of agencies or instrumentalities (such as Federal Home Loan
Banks and Farmers Home Administration);

. the credit of the agency or instrumentality issuing the obligations (such
as Federal Home Loan Banks, Farmers Home Administration, Farm Credit
Banks, Fannie Mae and Federal Home Loan Mortgage Corporation).

Privately Issued Mortgage-Related Securities

Privately issued mortgage-related securities generally represent an
ownership interest in federal agency mortgage pass through securities
such as those issued by Government National Mortgage Association. The
terms and characteristics of the mortgage instruments may vary among
pass through mortgage loan pools.

When-Issued and Delayed Delivery Transactions

These transactions are made to secure what is considered to be an advantageous
price or yield for a Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on a Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. A Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.

Futures and Options Transactions

Each Fund may attempt to hedge all or a portion of its portfolio by buying and
selling financial futures contracts and options on financial futures contracts.

1
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Financial Futures Contracts

A futures contract is a firm commitment by two parties, the seller
who agrees to make delivery of the specific type of security called
for in the contract ("going short") and the buyer who agrees to take
delivery of the security ("going long") at a certain time in the
future.

In the fixed income securities market, price moves inversely to
interest rates. A rise in rates means a drop in price. Conversely, a
drop in rates means a rise in price. In order to hedge its holdings
of fixed income securities against a rise in market interest rates,
the Bond Fund could enter into contracts to deliver securities at a
predetermined price (i.e., "go short") to protect itself against the
possibility that the prices of its fixed income securities may
decline during the Fund's anticipated holding period. The Bond Fund
would "go long" (agree to purchase securities in the future at a
predetermined price) to hedge against a decline in market interest
rates.

Purchasing Put Options on Financial Futures Contracts

Each Fund may purchase listed put options on financial futures
contracts. Unlike entering directly into a futures contract, which
requires the purchaser to buy a financial instrument on a set date at
a specified price, the purchase of a put option on a futures contract
entitles (but does not obligate) its purchaser to decide on or before
a future date whether to assume a short position at the specified
price.

A Fund would purchase put options on futures to protect portfolio
securities against decreases in value resulting from an anticipated
increase in market interest rates. Generally, if the hedged portfolio
securities decrease in value during the term of an option, the
related futures contracts will also decrease in value and the option
will increase in value. In such an event, the Fund will normally
close out its option by selling an identical option. If the hedge is
successful, the proceeds received by the Fund upon the sale of the
second option will be large enough to offset both the premium paid by
the Fund for the original option plus the realized decrease in value
of the hedged securities.

Alternatively, the Fund may exercise its put option. To do so, it
could simultaneously enter into a futures contract of the type
underlying the option (for a price less than the strike price of the
option) and exercise the option. The Fund would then deliver the
futures contract in return for payment of the strike price. If the
Fund neither closes out nor exercises an option, the option will
expire on the date provided in the option contract, and the premium
paid for the contract will be lost.

Writing Call Options on Financial Futures Contracts

In addition to purchasing put options on futures, each Fund may write
listed call options on futures contracts to hedge its portfolio
against an increase in market interest rates. When a Fund writes a
call option on a futures contract, it is undertaking the obligation
of assuming a short futures position (selling a futures contract) at
the fixed strike price at any time during the life of the option if
the option is exercised. As market interest rates rise, causing the
prices of futures to go down, the Fund's obligation under a call
option on a future (to sell a futures contract) costs less to
fulfill, causing the value of the Fund's call option position to
increase.

Prior to the expiration of a call written by the Fund, or exercise of
it by the buyer, the Fund may close out the option by buying an
identical option. If the hedge is successful, the cost of the second
option will be less than the premium received by the Fund for the
initial option. The net premium income of the Fund will then offset
the decrease in value of the hedged securities.

2
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Writing Put Options on Financial Futures Contracts

Each Fund may write listed put options on financial futures
contracts. When the Fund writes a put option on a futures contract,
it receives a premium for undertaking the obligation to assume a long
futures position (buying a futures contract) at a fixed price at any
time during the life of the option. As stock prices rise or interest
rates decrease, the market price of the underlying futures contract
normally increases. As the market value of the underlying futures
contract increases, the buyer of the put option has less reason to
exercise the put because the buyer can sell the same futures contract
at a higher price in the market. The premium received by a Fund can
then be used to offset the higher prices of portfolio securities to
be purchased in the future due to the increase in market prices or
decrease in interest rates.

Prior to the expiration of the put option, or its exercise by the
buyer, the Fund may close out the option by buying an identical
option. If the hedge is successful, the cost of buying the second
option will be less than the premium received by the Fund for the
initial option.

Purchasing Call Options on Financial Futures Contracts

An additional way in which a Fund may hedge against decreases in
market interest rates is to buy a listed call option on a financial
futures contract. When the Fund purchases a call option on a futures
contract, it is purchasing the right (not the obligation) to assume a
long futures position (buy a futures contract) at a fixed price at
any time during the life of the option. As market interest rates
fall, the value of the underlying futures contract will normally
increase, resulting in an increase in value of a Fund's option
position. When the market price of the underlying futures contract
increases above the strike price plus premium paid, the Fund could
exercise its option and buy the futures contract below market price.

Prior to the exercise or expiration of the call option, a Fund could
sell an identical call option and close out its position. If the
premium received upon selling the offsetting call is greater than the
premium originally paid, the Fund has completed a successful hedge.

Limitations on Open Futures Positions

A Fund will not maintain open positions in futures contracts it has
sold or call options it has written on futures contracts if, in the
aggregate, the value of the open positions (marked to market) exceeds
the current market value of its securities portfolio plus or minus
the unrealized gain or loss on those open positions, adjusted for the
correlation of volatility between the hedged securities and the
futures contracts. If this limitation is exceeded at any time, the
Fund will take prompt action to close out a sufficient number of open
contracts to bring its open futures and options positions within this
limitation.

"Margin" in Futures Transactions

Unlike the purchase or sale of a security, a Fund does not pay or
receive money upon the purchase or sale of a futures contract.
Rather, a Fund is required to deposit an amount of "initial margin"
in cash or U.S. Treasury bills with its custodian (or the broker, if
legally permitted). The nature of initial margin in futures
transactions is different from that of margin in securities
transactions in that futures contract initial margin does not involve
the borrowing of funds by the Fund to finance the transactions.

3
<PAGE>

A futures contract held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the
Fund pays or receives cash, called "variation margin," equal to the
daily change in value of the futures contract. This process is known
as "marking to market." Variation margin does not represent a
borrowing or loan by the Fund but is instead settlement between the
Fund and the broker of the amount one would owe the other if the
futures contract expired. In computing its daily net asset value, the
Fund will mark-to-market its open futures positions.

The Fund is also required to deposit and maintain margin when it
writes call options on futures contracts.

Purchasing Put and Call Options

Each Fund may purchase put and call options. A put option gives a
Fund, in return for a premium, the right to sell the underlying
security to the writer (seller) at a specified price during the term
of the option. A call option gives the Fund, in return for a premium,
the right to buy the underlying security from the seller.

Writing Put and Call Options

Each Fund may write covered put and call options to generate income.
As writer of a call option, the Fund has the obligation upon exercise
of the option during the option period to deliver the underlying
security upon payment of the exercise price. As a writer of a put
option, the Fund has the obligation to purchase a security from the
purchaser of the option upon the exercise of the option.

The Fund may only write call options either on securities held in its
portfolio or on securities which it has the right to obtain without
payment of further consideration (or has segregated cash in the
amount of any additional consideration). In the case of put options,
the Fund will segregate cash or U.S. Treasury obligations with a
value equal to or greater than the exercise price of the underlying
securities.

Lending of Portfolio Securities

The collateral received when a Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the
option of the Fund or the borrower. The Fund may pay reasonable administrative
and custodial fees in connection with a loan and may pay a negotiated portion of
the interest earned on the cash or equivalent collateral to the borrower or
placing broker.

Restricted Securities

Each Fund may invest in restricted securities. Restricted securities are any
securities in which the Fund may otherwise invest pursuant to its investment
objective and policies but which are subject to restriction on resale under
federal securities law. The ability of the Trustees to determine the liquidity
of certain restricted securities is permitted under an SEC Staff position set
forth in the adopting release for Rule 144A under the Securities Act of 1933
(the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary
market transactions involving securities subject to restrictions on resale
under federal securities laws. The Rule provides an exemption from registration
for resale of otherwise restricted securities to qualified institutional
buyers. The Rule was expected to further enhance the liquidity of the secondary
market for securities eligible for resale under Rule 144A. The Trust believes
that the Staff of the SEC has left the question of determining the

4
<PAGE>

liquidity of all restricted securities (eligible for resale under Rule 144A) for
determination of the Trust's Board of Trustees. The Board of Trustees considers
the following criteria in determining the liquidity of certain restricted
securities:

. the frequency of trades and quotes for the security;

. the number of dealers willing to purchase or sell the security and the
number of other potential buyers;

. dealer undertakings to make a market in the security; and

. the nature of the security and the nature of the marketplace trades.

Repurchase Agreements

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

Asset Backed Securities

Asset Backed Securities in which the Bond Fund may invest are securities
collateralized by shorter term loans such as automobile loans, home equity
loans, computer leases, or credit card receivables. The payments from the
collateral are passed through to the security holder. The collateral behind
asset-backed securities tends to have prepayment rates that do not vary with
interest rates. In addition the short-term nature of the loans reduces the
impact of any change in prepayment level. Due to amortization, the average life
for these securities is also the conventional proxy for maturity.

Possible Risks: Due to the possibility that prepayments (on automobile loans
and other collateral) will alter the cash flow on asset-backed securities, it is
not possible to determine in advance the actual final maturity date or average
life. Faster prepayment will shorten the average life and slower prepayments
will lengthen it. However, it is possible to determine what the range of that
movement could be and to calculate the effect that it will have on the price of
the security. In selecting these securities, the Adviser will look for those
securities that offer higher yield to compensate for any variation in average
maturity.

Reverse Repurchase Agreements

The use of reverse repurchase agreements may enable the Bond Fund to avoid
selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but the ability to enter into reverse repurchase agreements
does not ensure that the Fund will be able to avoid selling portfolio
instruments at a disadvantageous time.

5
<PAGE>

Standard & Poor's Depositary Receipts ("SPDRs")

SPDRs are interests in a unit investment trust ("UIT") that may be obtained from
the UIT or purchased in the secondary market as SPDRs are listed on the American
Stock Exchange.

The UIT will issue SPDRs in aggregations of 50,000 known as "Creation Units" in
exchange for a "Portfolio Deposit" consisting of (a) a portfolio of securities
substantially similar to the component securities ("Index Securities") of the
Standard & Poor's 500 Composite Stock Price Index (the "S&P Index"), (b) a cash
payment equal to a pro rata portion of the dividends accrued on the UIT's
portfolio securities since the last dividend payment by the UIT, net of expenses
and liabilities, and (c) a cash payment or credit ("Balancing Amount") designed
to equalize the net asset value of the S&P Index and the net asset value of a
Portfolio Deposit.

SPDRs are not individually redeemable, except upon termination of the UIT. To
redeem, the Portfolio must accumulate enough SPDRs to reconstitute a Creation
Unit. The liquidity of small holdings of SPDRs, therefore, will depend upon the
existence of a secondary market. Upon redemption of a Creation Unit, the
Portfolio will receive Index Securities and cash identical to the Portfolio
Deposit required of an investor wishing to purchase a Creation Unit that day.

The price of SPDRs is derived and based upon the securities held by the UIT.
Accordingly, the level of risk involved in the purchase or sale of a SPDR is
similar to the risk involved in the purchase or sale of traditional common
stock, with the exception that the pricing mechanism for SPDRs is based on a
basket of stocks. Disruptions in the markets for the securities underlying
SPDRs purchased or sold by the Fund could result in losses on SPDRs. Trading in
SPDRs involves risks similar to those risks, described above under "Options,"
involved in the writing of options on securities.

Portfolio Turnover

The Equity Fund will not attempt to set or meet a portfolio turnover rate since
any turnover would be incidental to transactions undertaken in an attempt to
achieve the Fund's investment objective. The estimated annual rate of
portfolio turnover will not exceed 100%. For the fiscal years ended October 31,
1996 and 1995, the Bond Fund's portfolio turnover rates were 77% and 79%
respectively.

Investment Limitations
- --------------------------------------------------------------------------------

Diversification of Investments

With respect to 75% of the value of the Fund's total assets, the Fund will not
purchase securities of any one issuer (other than cash, cash items and
securities issued or guaranteed by the government of the United States or its
agencies or instrumentalities) if as a result more than 5% of the value of its
total assets would be invested in the securities of that issuer.

Under this limitation, as it relates to the Bond Fund, each governmental
subdivision, including states and the District of Columbia, territories,
possessions of the United States, or their political subdivisions, agencies,
authorities, instrumentalities, or similar entities, will be considered a
separate issuer if its assets and revenues are separate from those of the
governmental body creating it and the security is backed only by its own assets
and revenues.

6
<PAGE>

Buying on Margin

A Fund will not purchase any securities on margin, but may obtain such short-
term credits as are necessary for clearance of transactions. The deposit or
payment by a Fund of initial or variation margin in connection with financial
futures contracts or related options transactions is not considered the purchase
of a security on margin.

Issuing Senior Securities and Borrowing Money

A Fund will not issue senior securities except that the Fund may borrow money
and the Bond Fund may engage in reverse repurchase agreements in amounts up to
one-third of the value of its net assets, including the amounts borrowed.

A Fund will not borrow money or, with respect to the Bond Fund, engage in
reverse repurchase agreements for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate management of
the portfolio by enabling a Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Fund will not purchase any securities while borrowings in
excess of 5% of its total assets are outstanding. During the period any reverse
repurchase agreements are outstanding, but only to the extent necessary to
assure completion of the reverse repurchase agreements, the Bond Fund will
restrict the purchase of portfolio instruments to money market instruments
maturing on or before the expiration date of the reverse repurchase agreements.

Pledging Assets

A Fund will not mortgage, pledge, or hypothecate any assets except to secure
permitted borrowings. In these cases, it may pledge assets having a market
value not exceeding the lesser of the dollar amounts borrowed or 10% of the
value of total assets at the time of the borrowing. Neither the deposit of
underlying securities and other assets in escrow in connection with the writing
of put or call options on securities nor margin deposits for the purchase and
sale of financial futures contracts and related options are deemed to be a
pledge.

Investing in Real Estate

A Fund will not buy or sell real estate including limited partnership interests,
although it may invest in securities of companies whose business involves the
purchase or sale of real estate or in securities which are secured by real
estate or interests in real estate.

Investing in Commodities

A Fund will not purchase or sell commodities, except that the Fund may purchase
and sell financial futures contracts and related options.

Underwriting

A Fund will not underwrite any issue of securities, except as it may be deemed
to be an underwriter under the Securities Act of 1933, as amended, in connection
with the sale of securities in accordance with its investment objective,
policies, and limitations.

7
<PAGE>

Lending Cash or Securities

A Fund will not lend any of its assets except portfolio securities up to one-
third of the value of its total assets. (This shall not prevent the purchase or
holding of U.S. Government securities, repurchase agreements covering U.S.
Government securities, or other transactions which are permitted by the Fund's
investment objective and policies.)

Selling Short

A Fund will not sell securities short.

Investing in Illiquid Securities

A Fund will not invest more than 15% of the value of its total assets in
securities which are not readily marketable or which are otherwise considered
Illiquid, including over-the-counter options and also including repurchase
agreements providing for settlement in more than seven days after notice.

Investing in Securities of Other Investment Companies

A Fund will limit its respective investment in other investment companies to no
more than 3% of the total outstanding voting stock of any investment company,
invest no more than 5% of total assets in any one investment company, or invest
more than 10% of total assets in investment companies in general. The Fund will
purchase securities of closed-end investment companies only in open market
transactions involving only customary broker's commissions. However, these
limitations are not applicable if the securities are acquired in a merger,
consolidation, reorganization, or acquisition of assets. It should be noted
that investment companies incur certain expenses such as management fees, and
therefore any investment by a Fund in shares of another investment company would
be subject to such customary expenses.

Writing Covered Put and Call Options and Purchasing Put Options

A Fund will not write call options on securities unless the securities are held
in the Fund's portfolio or unless the Fund is entitled to them in deliverable
form without further payment or after segregating cash in the amount of any
further payment. When writing put options, the Fund will segregate cash or U.S.
Treasury obligations with a value equal to or greater than the exercise price of
the underlying securities. The Fund will not purchase put options on securities
unless the securities are held in the Fund's portfolio. The Fund will not write
put or call options or purchase put or call options in excess of 5% of the value
of its total assets.

For purposes of its policies and limitations, the Bond Fund considers
certificates of deposit and demand and time deposits issued by a U.S. branch of
a domestic bank or savings association having capital, surplus, and undivided
profits in excess of $100,000,000 at the time of investment to be "cash items."

8
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The Expedition Funds Management
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The management and affairs of each Fund are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trust pays the fees for
unaffiliated Trustees.

The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund,
ARK Funds, Bishop Street Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, FMB
Funds, Inc., First American Funds, Inc., First American Investment Funds, Inc.,
First American Strategy Funds, Inc, HighMark Fund, Marquis Funds(R), Monitor
Funds, Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar Funds,
Profit Funds Investment Trust, Rembrandt Funds(R), Santa Barbara Group of Mutual
Funds, Inc., 1784 Funds(R), SEI Asset Allocation Trust, SEI Daily Income Trust,
SEI Index Funds, SEI Institutional Investments Trust, SEI Institutional Managed
Trust, SEI International Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust,
Stepstone Funds, STI Classic Funds, STI Classic Variable Trust, and TIP Funds,
each of which is an open-end management investment company managed by SEI Fund
Resources or its affiliates and, except for Profit Funds Investment Trust,
Rembrandt Funds(R), and Santa Barbara Group of Mutual Funds, Inc., are
distributed by SEI Investments Distribution Co.

ROBERT A. NESHER (DOB 08/17/46) -- Chairman of the Board of Trustees* -- Retired
since 1994. Executive Vice President of SEI, 1986-1994. Director and Executive
Vice President of the Administrator and the Distributor, 1981-1994. Trustee of
The Arbor Fund, Marquis Funds(R), The Advisors' Inner Circle Fund, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Managed Trust, SEI International Trust, SEI Institutional Investments Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, Insurance Investment Products Trust,
1784 Funds(R), Pillar Funds, Rembrandt Funds, and Stepstone Funds.

JOHN T. COONEY (DOB 01/20/27) -- Trustee** -- 569 N. Post Oak Lane, Houston, TX
77024. Retired since 1992. Formerly Vice Chairman of Ameritrust Texas N.A.,
1989-1992, and MTrust Corp., 1985-1989. Trustee of The Arbor Fund, Marquis
Funds(R), and The Advisors' Inner Circle Fund.

WILLIAM M. DORAN (DOB 05/26/40) -- Trustee* -- 2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius (law firm), counsel to
the Trust, Administrator and Distributor, Director and Secretary of SEI.
Trustee of The Arbor Fund, SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI
International Trust, SEI Asset Allocation Trust, SEI Institutional Investments
Trust, Insurance Investment Products Trust, The Advisors' Inner Circle Fund, and
Marquis Funds(R).

FRANK E. MORRIS (DOB 12/30/23) -- Trustee** -- 105 Walpole Street, Dover, MA
02030. Retired since 1990. Peter Drucker Professor of Management, Boston
College, 1989-1990. President, Federal Reserve Bank of Boston, 1968-1988.
Trustee of The Arbor Fund, Marquis Funds(R), The Advisors' Inner Circle Fund,
SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Managed Trust, SEI International Trust, Insurance
Investment Products Trust, SEI Asset Allocation Trust and SEI Institutional
Investments Trust.

9
<PAGE>

Director, Pennsylvania Research Corp.; Member and Treasurer, Board of Trustees
of Grove City College. Trustee of The Arbor Fund, Marquis Funds(R), and
Advisors' Inner Circle Fund.

GENE PETERS (DOB 06/03/29)--- Trustee** -- 943 Oblong Road, Williamstown, MA
01267. Private investor from 1987 to present. Vice President and Chief
Financial Officer, Western Company of North America (petroleum service company)
(1980-1986). President of Gene Peters and Associates (import company) (1978-
1980). President and Chief Executive Officer of Jos. Schlitz Brewing Company
before 1978. Trustee of The Arbor Fund, Marquis Funds(R) and The Advisors'
Inner Circle Fund.

JAMES M. STOREY (DOB 04/12//31) -- Trustee** -- Partner, Dechert Price & Rhoads,
from September 1987 -December 1993; Trustee of the Arbor Fund, Marquis Funds(R),
Advisors' Inner Circle Fund, SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI
International Trust, Insurance Investment Products Trust, SEI Asset Allocation
Trust, and SEI Institutional Investments Trust.

SANDRA K. ORLOW (DOB 10/18/53) -- Vice President and Assistant Secretary -- Vice
President and Assistant Secretary of the Administrator and Distributor since
1988.

RICHARD W. GRANT (DOB 10/25/45) -- Secretary -- 2000 One Logan Square,
Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, Administrator and Distributor.

BARBARA A. NUGENT (DOB 06/18/56) -- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI, the Administrator and Distributor
since 1996. Associate, Drinker Biddle & Reath (law firm) (1994-1996). Assistant
Vice President/Administration, Delaware Service Company, Inc. (1992-1993);
Assistant Vice President -Operations of Delaware Service Company, Inc. (1988-
1992).

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- ----------------------------------------
*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested"
persons of the Trust as that term is defined in the 1940 Act.

**Messrs. Cooney, Morris, Patterson, Peters and Storey serve as members of the
Audit Committee of the Trust.

The Board of Trustees was elected at a Shareholder Meeting on May 16, 1997 and
therefore have not received compensation from the Trust. Each Trustee who is
considered "not interested" will receive an estimated $660 as compensation for
the remainder of the fiscal year ending October 31, 1997. Officers and Trustees
own less than 1% of the Trust's Outstanding Shares.

Trustee Liability

Investment Advisory Services
- --------------------------------------------------------------------------------

Adviser to the Funds

The Funds' investment adviser is Compass Bank, an Alabama state banking
corporation, (the "Adviser"). The Adviser is a wholly-owned subsidiary of
Compass Bancshares, Inc. ("Bancshares"), a bank holding company organized under
the laws of Delaware.

The Adviser shall not be liable to the Trust, a Fund, or any shareholder of a
Fund for any losses that may be sustained in the purchase, holding, or sale of
any security, or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.

Advisory Fees

For its advisory services, Compass Bank receives an annual investment advisory
fee as described in the prospectus.

For the fiscal years ended October 31, 1996, 1995 and 1994, for the Bond Fund
the Adviser earned $411,493, $434,754, and $600,031, respectively, of which
$137,165, $179,019, and $240,012 respectively, were voluntarily waived. The
Equity Fund had not commenced operations as of October 31, 1996.

11
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Brokerage Transactions
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When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The Adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
guidelines established by the Trustees. The Adviser may select brokers and
dealers who offer brokerage and research services. These services may be
furnished directly to the Fund or to the Adviser and may include: advice as to
the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers and
dealers may be used by the Adviser or its affiliates in advising the Fund and
other accounts. To the extent that receipt of these services may supplant
services for which the Adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The Adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They determine in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided. During the fiscal
years ended October 31, 1996, 1995, and 1994, the Fund paid no brokerage
commissions. Although investment decisions for the Fund are made independently
from those of the other accounts managed by the Adviser, investments of the type
the Fund may make may also be made by those other accounts. When the Fund and
one or more other accounts managed by the Adviser are prepared to invest in, or
desire to dispose of, the same security, available investments or opportunities
for sales will be allocated in a manner believed by the Adviser to be equitable
to each. In some cases, this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that coordination and the ability
to participate in volume transactions will be to the benefit of the Fund.

Other Services
- --------------------------------------------------------------------------------

Fund Administration

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<PAGE>

Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
International Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, Stepstone
Funds, STI Classic Funds, STI Classic Variable Trust and TIP Funds.

Federated Administrative Services, a subsidiary of Federated Investors,
previously provided administrative personnel and services to the Bond Fund. For
the fiscal years ended October 31, 1996, 1995 and 1994, the Bond Fund incurred
$78,143, $80,898 and $109,358, respectively, for administrative services, of
which $0, $0, and $0, respectively, were voluntarily waived.

Distributor

SEI Investments Distribution Co. (the "Distributor") a wholly-owned subsidiary
of SEI and the Trust are parties to a distribution agreement (the "Distribution
Agreement") which applies to both the Institutional Shares and Investment Shares
of the Fund.

Custodian

Compass Bank, Birmingham, Alabama, is custodian for the securities and cash of
the Fund for which it receives an annual fee of 0.02% of each Fund's average
aggregate daily net assets and is reimbursed for its out-of-pocket expenses.

Transfer Agent and Servicing Agent

State Street Bank and Trust Company and Boston Financial Data Services, Inc.,
serves as transfer agent and servicing agent for the Trust, respectively. The
fee paid to the transfer agent is based upon the size, type and number of
accounts and transactions made by shareholders.

Independent Auditors

The independent auditors for the Trust are Deloitte & Touche LLP, Pittsburgh,
Pennsylvania.

Purchasing Shares
- --------------------------------------------------------------------------------

Shares are sold at their net asset value with a sales charge on days the New
York Stock Exchange is open for business except for federal or state holidays
restricting wire transfers. The procedure for purchasing shares of the Fund is
explained in the prospectus under "Investing in the Fund."

Compass Bank, Compass Brokerage, Inc. and the other affiliates of Bancshares
which provide shareholder and administrative services to the Fund sometimes are
referred herein as "Compass."

Distribution Plan

The Expedition Funds have adopted a Plan for the Investment Shares of the Funds
pursuant to Rule 12b-1 (the "Plan") which was promulgated by the Securities and
Exchange Commission under the Investment Company Act of 1940. The

13
<PAGE>

Plan provides for payment of fees to finance any activity which is principally
intended to result in the sale of a Fund's shares subject to the Plan. Such
activities may include the advertising and marketing of shares; preparing,
printing and distributing prospectuses and sales literature to prospective
shareholders, brokers or administrators; and implementing and operating the
Plan. Pursuant to the Plan, the Distributor may pay fees to brokers for
distribution and administrative services and to administrators for
administrative services as to shares.

The administrative services are provided by a representative who has knowledge
of the shareholder's particular circumstances and goals, and include, but are
not limited to: communicating account openings; communicating account closings;
entering purchase transactions; entering redemption transactions; providing or
arranging to provide accounting support for all transactions; wiring funds and
receiving funds for share purchases and redemptions; confirming and reconciling
all transactions; reviewing the activity in Fund accounts; providing training
and supervision of broker personnel; posting and reinvesting dividends to Fund
accounts or arranging for this service to be performed by the Trust's transfer
agent; and maintaining and distributing current copies of prospectuses and
shareholder reports to the beneficial owners of shares and prospective
shareholders.

The Trustees expect that the adoption of the Plan will result in the sale of a
sufficient number of shares so as to allow the Fund to achieve economic
viability. It is also anticipated that an increase in the size of a Fund will
facilitate more efficient portfolio management and assist a Fund in seeking to
achieve its investment objective.

For the fiscal year ended October 31, 1996, brokers and administrators
(financial institutions) were entitled to receive fees in the amount of
$137,165, of which $137,165 was voluntarily waived, pursuant to the Plan.

Conversion to Federal Funds

Determining Net Asset Value
- --------------------------------------------------------------------------------

Net asset value generally changes each day. Net asset value is calculated on
days on which the New York Stock Exchange is open for business. Currently the
Funds are closed on the following holidays: New Year's Day, Martin Luther King
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.

Determining Market Value of Securities

Market values of a Fund's portfolio securities are determined as follows:

. as provided by an independent pricing service;

. for short-term obligations, according to the mean between bid and asked
prices, as furnished by an independent pricing service, or for short-term
obligations with remaining maturities of less than 60 days at the time of
purchase, at amortized cost unless the Trustees determine this is not
fair value; or

. at fair value as determined in good faith by the Trustees.

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<PAGE>

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices. Pricing services may consider:

. yield;

. quality;

. coupon rate;

. maturity;

. type of issue;

. trading characteristics; and

. other market data.

Over-the-counter put options will be valued at the mean between the bid and the
asked prices. Covered call options will be valued at the last sale price on the
national exchange on which such option is traded. Unlisted call options will be
valued at the latest bid price as provided by brokers.

Redeeming Shares
- --------------------------------------------------------------------------------

Each Fund redeems shares at the next computed net asset value after the Transfer
Agent receives the redemption request. Redemption procedures are explained in
the prospectus under "Redeeming Shares."

Redemption in Kind

Although the Trust intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from a Fund's portfolio.

Redemption in kind will be made in conformity with applicable Securities and
Exchange Commission rules, taking such securities at the same value employed in
determining net asset value and selecting the securities in a manner the
Trustees determine to be fair and equitable.

The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of a Fund's net
asset value during any 90-day period.

15
<PAGE>

Massachusetts Partnership Law
- --------------------------------------------------------------------------------

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as
a shareholder will occur only if the Trust cannot meet its obligations to
indemnify shareholders and pay judgments against them.

Tax Status
- --------------------------------------------------------------------------------

Each Fund intends to pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To quality for this treatment, the Fund must, among other
requirements:

. derive at least 90% of its gross income from dividends, interest, and
gains from the sale of securities;

. derive less than 30% of its gross income from the sale of securities held
less than three months;

. invest in securities within certain statutory limits; and

. distribute to its shareholders at least 90% of its net income earned
during the year.

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional shares.

No portion of any income dividend paid by the Fund is eligible for the dividends
received deduction available to corporations. These dividends, and any short-
term capital gains, are taxable as ordinary income.

Capital Gains

Shareholders will pay federal tax at capital gains rates on long-term
capital gains distributed to them regardless of how long they have
held the Fund shares.

Fund Ownership
- --------------------------------------------------------------------------------

As of May 28, 1997, the following persons were the only persons who were record
holders of 5% or more of the shares of the Bond Fund: Blue Cross Blue Shield of
Alabama, P.O. Box 995, Birmingham, Alabama, 29.73%; Compass Bank Trustee F/A/O
Compass Bank Pension Trust, P.O. Box 10566, 15.68%.

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<PAGE>

Total Return
- --------------------------------------------------------------------------------

The Bond Fund's average annual total returns for the fiscal year ended October
31, 1996, and for the period from April 20, 1992 (date of initial public
investment) to October 31, 1996, were 1.88% and 5.24%, respectively.

The average annual total return for a Fund is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period by
the offering price per share at the end of the period. The number of shares
owned at the end of the period is based on the number of shares purchased at the
beginning of the period with $1,000, less any applicable sales charge, adjusted
over the period by any additional shares, assuming the monthly reinvestment of
all dividends and distributions.

Yield
- --------------------------------------------------------------------------------

The Bond Fund's yield for the thirty-day period ended October 31, 1996 was
4.93%.

The yield for the Fund is determined by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share of the Fund on
the last day of the period. This value is then annualized using semi-annual
compounding. This means that the amount of income generated during the thirty-
day period is assumed to be generated each month over a twelve-month period and
is reinvested every six months. The yield does not necessarily reflect income
actually earned by the Fund because of certain adjustments required by the
Securities and Exchange Commission and, therefore, may not correlate to the
dividends or other distributions paid to shareholders.

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the Fund,
performance will be reduced for those shareholders paying those fees.

Performance Comparisons
- --------------------------------------------------------------------------------

The Fund's performance depends upon such variables as:

. portfolio quality;

. average portfolio maturity;

. type of instruments in which the portfolio is invested;

. changes in interest rates and market value of portfolio securities;

. changes in the Fund's expenses; and

. various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per share fluctuate daily. Both net earnings and offering
price per share are factors in the computation of yield and total return.

17
<PAGE>

. Lipper Analytical Services, Inc. ranks funds in various fund categories
by making comparative calculations using total return. Total return
assumes the reinvestment of all capital gains distributions and income
dividends and takes into account any change in offering price over a
specific period of time. From time to time, the Bond Fund and the Equity
Fund will quote its Lipper ranking in the "Short-Intermediate Corporate
Funds" or "Growth and Income Funds" category, respectively, in
advertising and sales literature.

. The Salomon Brothers Total Rate-of-Return Index for mortgage pass through
securities reflects the entire mortgage pass through market and reflects
their special characteristics. The index represents data aggregated by
mortgage pool and coupon within a given sector. A market weighted
portfolio is constructed considering all newly created pools and coupons.

. The Merrill Lynch Taxable Bond Indices include U.S. Treasury and agency
issues and were designed to keep pace with structural changes in the
fixed income market. The performance indicators capture all rating
changes, new issues, and any structural changes of the entire market.

. Morningstar, Inc., an independent rating service, is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for
two weeks.

. Lehman Brothers Intermediate Government/Corporate Bond Index is an
unmanaged index comprised of all approximately 5,000 issues which
include: non-convertible bonds publicly issued by the U.S. Government or
its agencies; corporate bonds guaranteed by the U.S. Government and
quasi-federal corporations; and publicly issued, fixed-rate, non-
convertible domestic bonds of companies in industry, public utilities,
and finance with maturities between 1 and 9.99 years. Total return is
based on price appreciation/depreciation and income as a percentage of
the original investment. Indices are rebalanced monthly by market
capitalization.

. S&P 500 is a portfolio of 500 stocks designed to mimic the overall equity
market's industry weightings. Most, but not all, large capitalization
stocks are in the index. There are also some small capitalization names
in the index. The list is maintained by Standard & Poor's Corporation. It
is market capitalization weighted. Unlike the Russell indices, there are
always 500 names in the S&P 500. Changes are made by Standard & Poor's as
needed.

. S&P Mid Cap 400 Index consists of 400 domestic stocks chosen for market
size, liquidity, and industry group representation. It is also a market-
value weighted index and was the first benchmark of mid cap stock price
movement.

. Wilshire 5000 Equity Index measures performance of all US headquartered
equity securities with readily available price data. Approximately 6,000
capitalization weighted security returns are used to calculate the index.

Advertisements and other sales literature for a Fund may quote total returns
which are calculated on non-standardized base periods. These total returns
represent the historic change in the value of an investment in a Fund based on
monthly reinvestment of dividends over a specified period of time.

18
<PAGE>

Advertisements may quote performance information which does not reflect the
effect of the sales charge.

Economic and Market Information

Advertising and sales literature for a Fund may include discussions of economic,
financial and political developments and their effect on the securities market.
Such discussions may take the form of commentary on these developments by Fund
portfolio managers and their views and analysis on how such developments could
affect the Fund. In addition, advertising and sales literature may quote
statistics and give general information about the mutual fund industry,
including the growth of the industry, from sources such as the Investment
Company Institute ("ICI"). For example, according to the ICI, twenty-seven
percent of American households are pursuing their financial goals through mutual
funds. These investors, as well as businesses and institutions, have entrusted
over $3 trillion to the more than 5,500 funds available.

Financial Statements
- --------------------------------------------------------------------------------

The financial statements of the Bond Fund for the fiscal year ended October 31,
1996, including notes thereto and the report of Deloitte & Touche LLP thereon
are herein incorporated by reference. A copy of the 1996 Annual Report to
Shareholders must accompany the delivery of this Statement of Additional
Information.