STARBURST FUNDS, 497, 1997-04-15

STARBURST FUNDS
497, 1997-04-15

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<PAGE>

Prospectus dated , 1997
SUBJECT TO COMPLETION APRIL 10, 1997

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 (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 Fund has also filed a Statement of Additional Information for Institutional
Shares dated ,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
[ .] 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).

THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO, AMONG OTHER THINGS, THIS PROSPECTUS HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITIES OF THE
PORTFOLIO REFERENCED IN THIS PROSPECTUS MAY NOT BE SOLD NOR MAY OFFERS TO BUY
SUCH SECURITIES BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF SECURITIES
REFERENCED HEREIN IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO SUCH REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE.
<PAGE>

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

SUMMARY OF FUND EXPENSES 1
- -------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
SHARES 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 12
- -------------------------------------

SHAREHOLDER INFORMATION 13
- -------------------------------------

Voting Rights 13
EFFECT OF BANKING LAWS 14
- -------------------------------------
TAX INFORMATION 14
- -------------------------------------

Federal Income Tax 14
State and Local Taxes 14
PERFORMANCE INFORMATION 15
- -------------------------------------
OTHER CLASSES OF SHARES 15
- -------------------------------------
ADDRESSES 16
- -------------------------------------

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 OPERATING EXPENSES
(As a percentage of average net assets)
<S> <C>
Management Fee (after waiver) (1) ....................................... 0.20%
12b-1 Fee................................................................ None
Total Other Expenses (2)(3).............................................. 0.23%
Total Institutional Operating Expenses (2)(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 (as a percentage of average daily net assets on an
annualized basis) 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
Institutional Shares Operating Expenses" for the Fund would be .68%.

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--INSTITUTIONAL 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 included in
the Trust's Statement of Additional Information under "Financial 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 [ .]

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
----------------------------------------------------
1996 1995 1994 1993 1992 1991(A)
- ----------------------- ---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 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 0.03
- -----------------------
LESS DISTRIBUTIONS
- -----------------------
Distributions from net
investment income (0.04) (0.05) (0.03) (0.03) (0.04) (0.03)
------ ------ ------ ------ ------ ------
- -----------------------
NET ASSET VALUE, END OF
PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------ ------
- -----------------------
TOTAL RETURN (B) 4.79% 5.35% 3.13% 2.69% 3.95% 2.90%
- -----------------------
RATIOS TO AVERAGE NET
ASSETS
- -----------------------
Expenses 0.86% 0.71% 0.91% 0.86% 0.78% 0.61%**
- -----------------------
Net investment income 4.70% 5.22% 3.11% 2.66% 3.65% 5.51%**
- -----------------------
Expense
waiver/reimbursement
(c) 0.10% 0.20% 0.22% 0.20% 0.19% 0.05%**
- -----------------------
SUPPLEMENTAL DATA
- -----------------------
Net assets, end of
period (000 omitted) $36,054 $54,914 $39,722 $39,780 $36,432 $7,238
- -----------------------
</TABLE>
* Formerly The Starburst Money Market Investment Shares.
** Computed on an annualized basis.
(a) Reflects operations for the period from April 29, 1991 (date of initial
public investment) to October 31, 1991.
(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.

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
(formerly known as Investment Shares) of the Expedition Money Market Fund.

Institutional Shares of the Fund are primarily designed customers of the Asset
Management Group of Compass Bank or of any affiliate or any division of any
affiliate or any correspondent of Compass Bank or any affiliate providing
fiduciary, trust, agency, private banking or similar services 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. The Executive Committee of
the Board of Trustees handles the Board's responsibilities between meetings of
the Board.

INVESTMENT ADVISER. Pursuant to an investment advisory contract with the
Trust, investment decisions for the Fund are made by Compass Bank, an Alabama
state banking corporation that is a Federal Reserve System member bank, as the
Fund's investment adviser (the "Adviser"), subject to direction by the
Trustees. 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.

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. 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.

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 54th largest bank holding company in the United States in terms of
total assets as of September 30, 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 September 30, 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 September 30, 1996, the Asset
Management Group of Compass Bank had approximately $5.6 billion under
administration of which it had investment discretion over approximately
$1.7 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, Compass Bank 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 Compass Bank. The lending relationship will not be a factor in
the selection of securities.

DISTRIBUTION OF INSTITUTIONAL SHARES

SEI Financial Services Company (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.

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. The Administrator reserves the right, in
its sole discretion, to terminate these voluntary waivers at any time.

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 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.

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

SHARE PURCHASES

Institutional Shares are available through the Asset Management Group of
Compass Bank or through other affiliates or divisions of affiliates of
Bancshares providing fiduciary, trust, private banking, agency and similar
services. Investors may purchase Shares of the Fund on all business days
except on days which the New York Stock Exchange ("NYSE") is closed and
federal or state holidays restricting wire transfers. 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. The Fund reserves the right to
reject any purchase request.

Compass Bank and other affiliates of Bancshares 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 their local Compass Asset
Management Group administrator or contact a Compass Asset Management Group
representative 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 by Compass. Payment
by wire must be received at Compass before 1:00 p.m. (Central time) on the
same day as the order to earn dividends for that day. Prior to purchasing by
wire, investors should call their Compass representative prior to [1:00 p.m.]
(Central time). Federal funds should be wired as follows: Compass Bank; ABA
Number 06001186; Credit: [ Deposit Account--A/C Number ]; Further
credit to: The Expedition Money Market Fund--Institutional Shares; Re:
(Shareholder name and account number).

Under limited circumstances, arrangements may be made with Compass for same
day receipt of purchase orders, to earn dividends that day. Investors
interested in establishing such arrangements

9
<PAGE>

are requested to call their Compass representative, and are reminded that the
Fund does reserve the right to refuse any purchase request.

Shares cannot be purchased on days on which the NYSE is closed and on federal
or state holidays restricting wire transfers.

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.

The net asset value is determined at 12:00 noon, 3:00 p.m. (Central time), and
as of the close of trading (normally 3:00 p.m., Central time) on the NYSE
Monday through Friday, except on New Year's Day, Martin Luther King Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

SHAREHOLDER ACCOUNTS

Compass maintains a Share account for each shareholder of record. Share
certificates are not issued unless requested by contacting the Fund in
writing. 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 Shares will be recorded by Compass and
reflected in the account statements provided by Compass to customers, and
reports of purchases and redemptions of Shares by Compass on behalf of
customers will be 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 Fund or Compass, as appropriate.
Share purchase orders received by the Fund before 11:00 a.m. (Central time)
earn dividends that day.

CAPITAL GAINS

Net capital gains, 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.

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

Shareholders may exchange Shares of the Fund for shares in The Expedition
Equity Fund, The Expedition Bond Fund and any other portfolios of the Trust.
Neither the Trust nor any of the Funds imposes any additional fees on
exchanges. Exchange requests cannot be executed on days on which the NYSE is
closed or on applicable banking holidays for affiliates of Bancshares.

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.

10
<PAGE>

Upon receipt by Compass 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 their Compass representative.

EXCHANGE BY TELEPHONE. Shareholders may provide instructions for exchanges
between participating funds by calling [ .] 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 by Compass before 3:00 p.m.
(Central time) for Shares to be exchanged the same day. Shareholders who
exchange into Shares of the Fund will not receive a dividend from the Fund on
the date of the exchange.

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, .

Shareholders of the Fund may have difficulty in making exchanges by telephone
during times of drastic economic or market changes. If shareholders cannot
contact their Compass representative by telephone, it is recommended that an
exchange request be made in writing and sent by mail for next day delivery.
Send mail requests to: The Expedition Money Market Fund--Institutional Shares,
.

Any Shares held in certificate form cannot be exchanged by telephone but must
be forwarded to Compass, and deposited to the shareholder's account before
being exchanged.

11
<PAGE>

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

The Fund redeems Shares at their net asset value next determined after Compass
receives the redemption request. Redemption requests cannot be executed on
days on which the NYSE is closed and federal or state holidays restricting
wire transfers. Redemptions will be made on days on which the Fund computes
its net asset value. 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 . Redemption requests
through Compass must be received before 10:00 a.m. (Central time). It is the
responsibility of Compass to transmit orders to the Fund by 11:00 a.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 Compass.

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.

Under limited circumstances, arrangements may be made with Compass for same
day receipt of redemption proceeds, if such redemption requests are received
prior to 1:00 p.m. (Central time). Investors interested in establishing such
arrangements are requested to call Compass.

A daily dividend will be paid on Shares redeemed if the redemption request is
received by Compass after [ ] (Central time). However, the proceeds are
normally not wired until the following business day. Redemption requests
received before [ ] (Central time) will normally be paid the same day but
will not be entitled to that day's dividend.

An authorization form permitting the Fund to accept telephone redemption
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 Compass. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If such a case should occur,
another method of redemption, such as "By Mail," should be considered.

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

12
<PAGE>

through Compass should mail written requests to: The Expedition Money Market
Fund--Institutional Shares, .

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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 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 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 Fund 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. The Fund 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.

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.

13
<PAGE>

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
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.

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.

14
<PAGE>

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

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

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 .

15
<PAGE>

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

<TABLE>
<S> <C> <C>
The Expedition Money Market Fund Oaks, Pennsylvania 19456
Institutional Shares
- ----------------------------------------------------------------------------------------------------------------------------
Distributor
SEI Financial Services Company Oaks, Pennsylvania 19456
- ----------------------------------------------------------------------------------------------------------------------------
Investment Adviser and Custodian
Compass Bank 701 S. 20th Street
Birmingham, Alabama [35233]
- ----------------------------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
- ----------------------------------------------------------------------------------------------------------------------------
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>

16
<PAGE>

Prospectus dated , 1997

SUBJECT TO COMPLETION APRIL 10, 1997

THE EXPEDITION EQUITY FUND
(A PORTFOLIO OF THE EXPEDITION FUNDS)
INSTITUTIONAL SHARES

PROSPECTUS

The Institutional Shares ("Shares") offered by this prospectus represent
interests in a diversified portfolio known as The Expedition Equity 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 investment objective of the 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.

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.

The Fund has also filed a Statement of Additional Information dated ,
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 [ ]. 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).

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

SUMMARY OF FUND EXPENSES 1
- -------------------------------------
GENERAL INFORMATION 2
- -------------------------------------
INVESTMENT INFORMATION 2
- -------------------------------------

Investment Objective 2
Investment Policies 2
Investment Limitations 4
FUND INFORMATION 5
- -------------------------------------

Management of the Fund 5
Distribution of Fund Shares 6
Administration of the Fund 6
NET ASSET VALUE 6
- -------------------------------------
INVESTING IN INSTITUTIONAL SHARES 6
- -------------------------------------

Share Purchases 6
What Shares Cost 7
Shareholder Accounts 7
Dividends 7
Capital Gains 7
EXCHANGE PRIVILEGE 8
- -------------------------------------
REDEEMING SHARES 9
- -------------------------------------
SHAREHOLDER INFORMATION 10
- -------------------------------------

Voting Rights 10
EFFECT OF BANKING LAWS 10
- -------------------------------------
TAX INFORMATION 11
- -------------------------------------

Federal Income Tax 11
PERFORMANCE INFORMATION 11
- -------------------------------------
OTHER CLASSES OF SHARES 12
- -------------------------------------
ADDRESSES 13
- -------------------------------------

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)
<S> <C>
Management Fee (1)........................................................ .75%
Total Other Expenses (2).................................................. .35%
Total Fund Operating Expenses (1)..................................... 1.10%
</TABLE>

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

(2) "Total Other Expenses" is based on estimated amounts for the current
fiscal year. The Fund, 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 the Fund's "Total Other
Expenses".

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF 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 FUND."

<TABLE>
<CAPTION>
EXAMPLE 1 Year 3 Years
- ------- ------ -------
<S> <C> <C>
You would pay the following expenses on a $1,000 investment
assuming
(1) 5% annual return; (2) payment of the maximum sales charge;
and (3) redemption at the end of each time period............... $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>

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 the Fund, Investment Shares and Institutional Shares. This
prospectus relates only to Institutional Shares of the Expedition Equity Fund.

Institutional Shares of the Fund are primarily designed customers of the Asset
Management Group of Compass Bank or of any affiliate or any division of any
affiliate or any correspondent of Compass Bank or any affiliate providing
fiduciary, trust, agency, private banking or similar services who desire a
convenient means of accumulating an interest in a professionally managed,
diversified portfolio primarily investing in common stocks issued by mid- and
large-capitalization companies.

Fund shares are currently sold at net asset value and redeemed at net asset
value.

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

INVESTMENT OBJECTIVE

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

ACCEPTABLE INVESTMENTS. The Fund invests primarily 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 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 some or all of its assets in cash,
shares of money market mutual funds and repurchase agreements for liquidity
reasons or for defensive purposes during times of unusual market conditions.

EQUITY SECURITIES. Equity securities consist primarily of common stocks and
instruments exchangeable or convertible into common stocks, as well as
warrants and other instruments the value

2
<PAGE>

of which is derived from 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.

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. 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.

RESTRICTED SECURITIES. The Fund may invest in restricted securities.
Restricted securities are securities in which the 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.

LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
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. The Fund may purchase put and call options on its
portfolio securities as a hedge to attempt to protect securities which the
Fund holds, or will be purchasing, against decreases or increases in value.
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 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 written by the Fund, the Fund will segregate liquid obligations
with a value equal to or greater than the exercise price of the underlying
securities. The Fund can purchase or write options that are either traded
over-the-counter or on an exchange. The Fund will purchase and write over-the-
counter options only with investment dealers and other financial institutions
(such as commercial banks or savings associations) deemed creditworthy by the
Fund's adviser.

3
<PAGE>

interest rate swap, one party agrees to make regular payments equal to a
floating interest times a "notional principal amount," in return for payments
equal to 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. The Fund may purchase and sell
financial futures contracts. Financial futures contracts call for the delivery
of particular instruments at a certain time in the future for a specified
price. When the Fund purchases futures contracts, an amount of cash and cash
equivalents, equal to the underlying commodity value of the futures contracts
(less any related margin deposits), will be ear-marked to collateralize the
position.

SPECIAL RISKS ASSOCIATED WITH FUTURES AND OPTIONS ON FUTURES. When the
Fund uses futures and options on 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 adviser
could be incorrect in its expectations about the direction or extent of
market factors. Although the adviser will consider liquidity before
entering into options transactions, there is no assurance that a liquid
secondary market will exist for any particular futures contract or option
at any particular time. The Fund's ability to establish and close out
futures and options positions depends on this secondary market.

FOREIGN SECURITIES RISK. Investments in securities issued by foreign companies
present special risks. 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 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).

4
<PAGE>

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.

The 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.

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 Fund.

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

As of September 30, 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 September 30, 1996, the Asset
Management Group of Compass Bank had approximately $5.6 billion under
administration of which it had investment discretion over approximately
$1.7 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.

The Fund is managed by members of the Starburst Portfolio Management Team.

5
<PAGE>

DISTRIBUTION OF FUND SHARES

SEI Financial Services Company (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.

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. 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.

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

The 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.

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

SHARE PURCHASES

Institutional 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
and similar services. Investors may purchase Institutional Shares of the Fund
on all business days except on days which the New York Stock Exchange ("NYSE")
is closed and federal or state holidays restricting wire transfers. 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. The Fund reserves the right to reject any purchase request.

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

To purchase by check, the check must be included with the order and made
payable to "The Expedition Equity Fund--Institutional Shares." Orders are
considered received after payment by

6
<PAGE>

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 by Compass. Payment
by wire must be received at Compass before [3:00 p.m. (Central time)] on the
same day as the order to earn dividends for that day. Prior to purchasing by
wire, investors should call their Compass representative prior to [3:00 p.m.
(Central time)]. Federal funds should be wired as follows: Compass Bank; ABA
Number [06001186]; Credit: Deposit Account--A/C Number ;
Further credit to: The Expedition Equity Fund--Institutional Shares; Re:
(Shareholder name and account number).

Under limited circumstances, arrangements may be made with Compass for same
day receipt of purchase orders, to earn dividends that day. Investors
interested in establishing such arrangements are requested to call their
Compass representative, and are reminded that the Fund does reserve the right
to refuse any purchase request.

Shares cannot be purchased on days on which the NYSE is closed and on federal
or state holidays restricting wire transfers.

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 on sales of
Institutional Shares.

The net asset value is determined as of the close of trading (normally 3:00
p.m., Central time) [on the NYSE] Monday through Friday, except on New Year's
Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

SHAREHOLDER ACCOUNTS

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

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends will be reinvested
automatically in additional shares on payment dates without a sales charge
unless cash payments are requested by writing to the Fund or Compass as
appropriate.

CAPITAL GAINS

Net capital gains realized by the Fund, if any, will be distributed at least
once every twelve months.

7
<PAGE>

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

Shareholders may exchange shares of the Fund for shares in The Expedition Bond
Fund, The Expedition Money Market Fund, and any other portfolio of the Trust.
Neither the Trust nor any of the Funds imposes any additional fees on
exchanges. Exchange requests cannot be executed on days on which the NYSE is
closed or on applicable banking holidays for affiliates of Bancshares.

Upon receipt by Compass 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 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 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 their Compass representative.

EXCHANGE BY TELEPHONE. Shareholders may provide instructions for exchanges
between participating funds by calling [ ]. In addition, investors may
exchange shares by calling their authorized representative directly.

Telephone exchange instructions must be received by Compass 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 Equity Fund--Institutional Shares,
. In addition, an investor may exchange shares by sending a written
request to their authorized broker directly.

Shareholders of the Fund may have difficulty in making exchanges by telephone
through banks, brokers and other financial institutions during times of
drastic economic or market changes. If shareholders cannot contact their
Compass representative by telephone, it is recommended that an exchange
request be made in writing and sent by mail for next day delivery.

Send mail requests to: Compass .

8
<PAGE>

Any shares held in certificate form cannot be exchanged by telephone but must
be forwarded to Compass and deposited to the shareholder's account before
being exchanged.

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

The Fund redeems shares at their net asset value next determined after Compass
receives the redemption request. Redemption requests cannot be executed on
days on which the NYSE is closed and federal or state holidays restricting
wire transfers. Redemptions will be made on days on which the Fund computes
its net asset value. Telephone or written requests for redemptions must be
received in proper form and can be made through a Compass representative.

BY TELEPHONE. Shareholders may redeem shares of the Fund by telephoning Boston
Financial. For calls received by Boston Financial before 3:00 p.m. (Central
time), proceeds will normally be deposited into the shareholder's account, if
any, at a Compass 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 Fund shall determine it
necessary to terminate or modify this method of redemption, shareholders would
be promptly notified.

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 account number, and the share or dollar
amount requested. Investors redeeming through Compass should mail written
requests to: The Expedition Equity Fund--Institutional Shares, .

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

. 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

9
<PAGE>

. 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.

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, only shares of that Fund are entitled to vote.

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

10
<PAGE>

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

The 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.

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

From time to time, the 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 the 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 the 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 the 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.

11
<PAGE>

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

The Fund also offers another class of shares called Investment Shares.
Investment Shares are sold primarily to retail customers of Compass Bank.
Investments in Investment Shares are subject to a minimum initial investment
of $1,000.

Investment Shares are distributed pursuant to a 12b-1 Plan. Financial
institutions and brokers providing sales and/or administrative services may
receive different compensation from one class of shares of the Fund than from
another class of shares.

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

To obtain more information and a prospectus for Investment Shares, investors
may call [ ].

12
<PAGE>

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

<TABLE>
<S> <C> <C>
The Starburst Equity Fund
Oaks, Pennsylvania 19456
- ----------------------------------------------------------------------------------------------------------------------------
Distributor
SEI Financial Services Company Oaks, Pennsylvania 19456
- ----------------------------------------------------------------------------------------------------------------------------
Investment Adviser and Custodian
Compass Bank 701 S. 20th Street
Birmingham, Alabama [35233]
- ----------------------------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
Boston Financial Data Services, Inc.
- ----------------------------------------------------------------------------------------------------------------------------
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>

13
<PAGE>

Prospectus dated , 1997
SUBJECT TO COMPLETION APRIL 10, 1997

THE EXPEDITION BOND FUND
(A PORTFOLIO OF THE EXPEDITION FUNDS)
INSTITUTIONAL SHARES

PROSPECTUS

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

The investment objective of the 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.

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.

The Fund has also filed a Statement of Additional Information dated ,
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 . 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.
THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO, AMONG OTHER THINGS, THIS PROSPECTUS HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITIES OF THE
PORTFOLIO REFERENCED IN THIS PROSPECTUS MAY NOT BE SOLD NOR MAY OFFERS TO BUY
SUCH SECURITIES BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF SECURITIES
REFERENCED HEREIN IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO SUCH REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE.
<PAGE>

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

Investment Objective 3
Investment Policies 3
Investment Limitations 9
FUND INFORMATION 10
- -------------------------------------

Management of the Fund 10
Distribution of Fund Shares 11
Administration of the Fund 11
NET ASSET VALUE 11
- -------------------------------------
INVESTING IN INSTITUTIONAL SHARES 11
- -------------------------------------

Share Purchases 11
What Shares Cost 12
Shareholder Accounts 12
Dividends 12
Capital Gains 12
EXCHANGE PRIVILEGE 13
- -------------------------------------
REDEEMING SHARES 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 17
- -------------------------------------
ADDRESSES 18
- -------------------------------------

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

*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 (1)....................................................... 0.75%
12b-1 Fee (after waiver)................................................. 0.00%
Total Other Expenses..................................................... 0.33%
Total Fund Operating Expenses (1).................................... 1.08%
</TABLE>

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

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER 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 FUND."

<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............................... $11 $34 $60 $133
</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 BOND FUND*
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- -------------------------------------------------------------------------------
(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) $44,522 $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.

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 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 Shares and Institutional Shares. This
prospectus relates only to Institutional Shares of The Expedition Bond Fund.

Institutional Shares of the Fund are primarily designed for customers of the
Asset Management Group of Compass Bank or of any affiliate or any division of
any affiliate or any correspondent of Compass Bank or any affiliate providing
fiduciary, trust, agency, private banking or similar services who desire a
convenient means of accumulating an interest in a professionally managed,
diversified portfolio primarily investing in bonds and other fixed income
securities.

Fund shares are currently sold at net asset value and redeemed at net asset
value.

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide current income. 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 following the investment policies described in this
prospectus.

INVESTMENT POLICIES

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. The Fund may invest any
remaining assets in a variety of fixed income securities, as further described
below.

BONDS. The Fund may acquire 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.

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.

3
<PAGE>

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-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."

4
<PAGE>

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 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

5
<PAGE>

security that the Fund is required to repurchase may be worth less than the
security that the Fund originally held.

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.

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.

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 the 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.

INVESTMENT RISKS. The value of the Fund's shares will fluctuate. 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 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.

Mortgage-related securities 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.

6
<PAGE>

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.

TEMPORARY INVESTMENTS. The Fund may invest in cash and short-term obligations
during times of unusual market conditions for defensive purposes. Short-term
obligations include:

.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.

REPURCHASE AGREEMENTS. Repurchase agreements are arrangements in which
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. 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. The 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.

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.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. The Fund may invest in
the securities of other investment companies. The 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.

RESTRICTED SECURITIES. The 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 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.

7
<PAGE>

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.

LENDING OF PORTFOLIO SECURITIES. The Fund may lend portfolio securities on a
short-term basis to broker/dealers, banks, or other 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 Fund's
Trustees and 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 would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.

PUT AND CALL OPTIONS. The 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.

The Fund can purchase or write options that are either traded over-the-counter
or on an exchange. The 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. The 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.

FINANCIAL FUTURES AND OPTIONS ON FUTURES. The 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.

The Fund also may write put and call options and purchase put and call options
on financial futures contracts. When the 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

8
<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 the 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 the Fund purchases futures contracts,
an amount of cash and cash equivalents, equal to the underlying commodity
value of the futures contracts (less any related margin deposits), will be
earmarked or otherwise segregated to collateralize the position.

The 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.

SPECIAL RISKS ASSOCIATED WITH FINANCIAL FUTURES AND OPTIONS ON FINANCIAL
FUTURES. When the 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 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. The Fund's ability to establish and close
out futures and options positions depends on this secondary market.

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 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).

9
<PAGE>

The Fund will not:

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, investment decisions for the Fund are made by Compass Bank, an Alabama
state banking corporation that is a Federal Reserve System member bank, as the
Fund's investment adviser (the "Adviser") subject to direction by the
Trustees. 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 .75% of the Fund's average daily net assets. 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.

The Fund is managed by members of the Starburst Portfolio Management Team.

10
<PAGE>

DISTRIBUTION OF FUND SHARES

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. 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.

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 0.02% of the Fund's daily net assets and is reimbursed for its
out-of-pocket expenses.

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

The 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.

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

SHARE PURCHASES

Institutional 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
and similar services. Investors may purchase Institutional Shares of the Fund
on all business days except on days which the New York Stock Exchange ("NYSE")
is closed and federal or state holidays restricting wire transfers. 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. The Fund reserves the right to reject any purchase request.

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

11
<PAGE>

To purchase by check, the check must be included with the order and made
payable to "The Expedition Bond 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 by Compass. Payment
by wire must be received at Compass before [3:00 p.m. (Central time)] on the
same day as the order to earn dividends for that day. Prior to purchasing by
wire, investors should call their Compass representative prior to [3:00 p.m.
(Central time)]. Federal funds should be wired as follows: Compass Bank; ABA
Number [06001186]; Credit: Deposit Account--A/C Number ;
Further credit to: The Expedition Bond Fund--Institutional Shares; Re:
(Shareholder name and account number).

Shares cannot be purchased on days on which the NYSE is closed and on federal
or state holidays restricting wire transfers.

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 on sales of
Institutional Shares.

The net asset value is determined as of the close of trading (normally 3:00
p.m., Central time) on the NYSE, Monday through Friday, except on New Year's
Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

SHAREHOLDER ACCOUNTS

DIVIDENDS

CAPITAL GAINS

Net capital gains realized by the Fund, if any, will be distributed at least
once every twelve months.

12
<PAGE>

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

Shareholders may exchange shares of the Fund for shares in The Expedition
Equity Fund, The Expedition Money Market Fund, and any other portfolio of the
Trust. Neither the Trust nor any of the Funds imposes any additional fees on
exchanges. Exchange requests cannot be executed on days on which the NYSE is
closed or on applicable banking holidays for affiliates of Bancshares.

Upon receipt by Compass 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 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 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 their Compass representative.

EXCHANGE BY TELEPHONE. Shareholders may provide instructions for exchanges
between participating funds by calling [ ]. In addition, investors
may exchange shares by calling their authorized representative directly.

Telephone exchange instructions must be received by Compass 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 Bond Fund--Institutional Shares,
. In addition, an investor may exchange shares by sending a
written request to their authorized broker directly.

13
<PAGE>

Send mail requests to: Compass .

Any shares held in certificate form cannot be exchanged by telephone but must
be forwarded to Compass and deposited to the shareholder's account before
being exchanged.

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

BY TELEPHONE. Shareholders may redeem shares of the Fund by telephoning
Compass at . For calls received by Compass before 3:00 p.m.
(Central time), proceeds will normally be deposited into the shareholder's
account, if any, at a Compass 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 Fund
shall determine it necessary to terminate or modify this method of redemption,
shareholders would be promptly notified.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

. a trust company or commercial bank whose deposits are insured by the
Bank Insurance Fund ("BIF"), which is administered by the FDIC;

14
<PAGE>

. 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.

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, only shares of that Fund are entitled to vote.

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

15
<PAGE>

Compass Bank, Bancshares and certain of Bancshares' affiliates are subject to
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

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 total return and yield.

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.

16
<PAGE>

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

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

To obtain more information and a prospectus for Investment Shares, investors
may call .

17
<PAGE>

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

<TABLE>
<S> <C> <C>
The Expedition Bond Fund [ ]
Oaks, Pennsylvania 19456
- ----------------------------------------------------------------------------------------------------------------------------
Distributor
SEI Financial Services Compass [ ]
Oaks, Pennsylvania 19456
- ----------------------------------------------------------------------------------------------------------------------------
Investment Adviser and Custodian
Compass Bank 701 S. 20th Street
Birmingham, Alabama [35233]
- ----------------------------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
[ ] [ ]
[ ]
- ----------------------------------------------------------------------------------------------------------------------------
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>

18
<PAGE>

Prospectus dated , 1997
SUBJECT TO COMPLETION APRIL 10, 1997

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

PROSPECTUS

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 Institutional Shares of the Fund. Keep this prospectus for future
reference.

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

SUMMARY OF FUND EXPENSES 1
- -------------------------------------
FINANCIAL HIGHLIGHTS--INVESTMENT
SERVICE SHARES 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 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 10
Capital Gains 11
Retirement Plans 11
EXCHANGE PRIVILEGE 11
- -------------------------------------

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

SHAREHOLDER INFORMATION 14
- -------------------------------------

Voting Rights 14
EFFECT OF BANKING LAWs 15
- -------------------------------------
TAX INFORMATION 15
- -------------------------------------

Federal Income Tax 15
State and Local Taxes 15
PERFORMANCE INFORMATION 15
- -------------------------------------
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 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)(3).............................................. 0.23%
Total Investment Service Operating Expenses (2)(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 (as a percentage of average daily net assets on an
annualized basis) 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
Institutional Service Shares Operating Expenses" for the Fund would be
.93%.

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)

<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.
(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 (formerly known as Trust Shares) of the Expedition Money Market Fund.

Investment Service Shares of the Fund are primarily designed for customers of
Compass Bank and its affiliates, and correspondents of Compass Bank and its
affiliates, including customers of the Asset Management Group of Compass Bank
or of any affiliate or any division of any affiliate or any correspondent of
Compass Bank or any affiliate providing fiduciary, trust, agency, private
banking or similar services, and customers of divisions and affiliates of
Compass Bank and other affiliates of Compass Bancshares providing brokerage
and investment services, 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

INVESTMENT POLICIES

. 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.

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

7
<PAGE>

DISTRIBUTION OF INVESTMENT SERVICE SHARES

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 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.

8
<PAGE>

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 or divisions of affiliates of
Bancshares providing fiduciary, trust, private banking, agency 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. Investors
may purchase Shares of the Fund on all business days except on days which the
New York Stock Exchange ("NYSE") is closed and federal or state holidays
restricting wire transfers. 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. The Fund reserves the right to reject any
purchase request.

Compass Bank 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, fiduciary, trust, private banking and agency customers,
("Bank Customers") may contact their local Compass Asset Management Group
administrator or contact a Compass Asset Management Group representative by
telephoning Compass Bank. Other customers ("Non-Bank Customers") may contact
Boston Financial Data Services, Inc. ("Boston Financial") by telephoning
. 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.

9
<PAGE>

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 by Compass for Bank
Customers or Boston Financial for Non-Bank Customers. Payment by wire must be
received at Compass for Bank Customers or Boston Financial for Non-Bank
Customers before 1:00 p.m. (Central time) on the same day as the order to earn
dividends for that day. Prior to purchasing by wire, Bank Customers should
call their Compass representative and Non-Bank Customers should call Boston
Financial prior to 1:00 p.m. (Central time). Federal funds should be wired as
follows: Compass Bank; ABA Number 06001186; Credit: [ Deposit
Account--A/C Number ]; Further credit to: The Expedition Money Market
Fund--Investment Service Shares; Re: (Shareholder name and account number).

Under limited circumstances, arrangements may be made with Compass for Bank
Customers or Boston Financial for Non-Bank Customers for same day receipt of
purchase orders, to earn dividends that day. Bank Customers interested in
establishing such arrangements are requested to call their Compass
representative and Non-Bank Customers should call Boston Financial, and are
reminded that the Fund does reserve the right to refuse any purchase request.

Shares cannot be purchased on days on which the NYSE is closed and on federal
or state holidays restricting wire transfers.

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 and Boston Financial maintain, respectively, a Share account for each
Bank Customer and Non-Bank Customer shareholder of record. Share certificates
are not issued unless requested by contacting the Fund in writing. 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 Shares will be recorded by Compass and reflected in the
account statements provided by Compass to customers, and reports of purchases
and redemptions of Shares by Compass on behalf of customers will be 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 Fund or Compass for Bank Customers
or Boston Financial for Non-Bank Customers, as appropriate. Share purchase
orders received by the Fund before 12:00 noon (Central time) earn dividends
that day.

10
<PAGE>

CAPITAL GAINS

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 Shares of the Fund for shares in The Expedition
Equity Fund, The Expedition Bond Fund and any other portfolios of the Trust.
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. Exchange requests cannot be executed on days
on which the NYSE is closed or on applicable banking holidays for affiliates
of Bancshares.

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.

[Shareholders who exercise this 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 by Compass for Bank Customers or Boston Financial for Non-Bank
Customers 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 for Bank Customers or Boston Financial for Non-
Bank Customers.

11
<PAGE>

EXCHANGE BY TELEPHONE. Shareholders may provide instructions for exchanges
between participating funds by calling [ ] for Bank Customers and for
Non-Bank Customers. In addition, investors may exchange Shares by calling
their authorized representative directly.

Telephone exchange instructions must be received by Compass for Bank Customers
or Boston Financial for Non-Bank Customers and transmitted to
before 3:00 p.m. (Central time) for Shares to be exchanged the same day.
Shareholders who exchange into Shares of the Fund will not receive a dividend
from the Fund on the date of the exchange.

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, .

Shareholders of the Fund may have difficulty in making exchanges by telephone
during times of drastic economic or market changes. If shareholders cannot
contact Compass for Bank Customers or Boston Financial for Non-Bank Customers
by telephone, it is recommended that an exchange request be made in writing
and sent by mail for next day delivery. Send mail requests to: The Expedition
Money Market Fund--Investment Service Shares, .

Any Shares held in certificate form cannot be exchanged by telephone but must
be forwarded to Compass for Bank Customers or Boston Financial for Non-Bank
Customers, and deposited to the shareholder's account before being exchanged.

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

The Fund redeems Shares at their net asset value next determined after Compass
for Bank Customers or Boston Financial for Non-Bank Customers receives the
redemption request. Redemption requests cannot be executed on days on which
the NYSE is closed and federal or state holidays restricting wire transfers.
Redemptions will be made on days on which the Fund computes its net asset
value. Telephone or written requests for redemptions must be received in
proper form and can be made through Compass for Bank Customers or Boston
Financial for Non-Bank Customers.

BY TELEPHONE. Shareholders may redeem Shares of the Fund by telephoning
Compass for Bank Customers or Boston Financial for Non-Bank Customers.
Shareholders may call toll-free . Redemption requests through
Compass for Bank Customers or Boston Financial for Non-Bank Customers must be
received before 10:00 a.m. (Central time). It is the

12
<PAGE>

responsibility of Compass for Bank Customers or Boston Financial for Non-Bank
Customers 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 for Bank
Customers or Boston Financial for Non-Bank Customers 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 Boston Financial for Non-Bank Customers.

For calls received by Compass for Bank Customers or Boston Financial for Non-
Bank Customers before 1:00 p.m. (Central time) proceeds will normally be wired
the same day to Compass for Bank Customers or Boston Financial for Non-Bank
Customers. 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.

Under limited circumstances, arrangements may be made with Compass for Bank
Customers or Boston Financial for Non-Bank Customers for same day receipt of
redemption proceeds, if such redemption requests are received prior to 1:00
p.m. (Central time). Investors interested in establishing such arrangements
are requested to call Compass for Bank Customers or Boston Financial for Non-
Bank Customers.

A daily dividend will be paid on Shares redeemed if the redemption request is
received by Compass for Bank Customers or Boston Financial for Non-Bank
Customers after [ ] (Central time). However, the proceeds are normally not
wired until the following business day. Redemption requests received before
[ ] (Central time) will normally be paid the same day but will not be
entitled to that day's dividend.

An authorization form permitting the Fund to accept telephone redemption
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 Compass for Bank Customers or Boston Financial
for Non-Bank Customers. Telephone redemption instructions may be recorded. If
reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

BY MAIL. Shareholders may redeem Shares of the Fund by sending a written
request to the Fund through Compass for Bank Customers or Boston Financial for
Non-Bank Customers. 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. Bank Customers redeeming through Compass should mail written
requests to: The Expedition Money Market Fund--Investment Service Shares,
. Non-Bank Customers redeeming through Boston
Financial should mail written requests to: The Expedition Money Market Fund--
Investment Service Shares, .

13
<PAGE>

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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

The Fund and its transfer agents 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 $ or greater for a Fund
must be in writing and a signature guarantee must accompany the written
request. The Fund 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.

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

VOTING RIGHTS

14
<PAGE>

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

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 for Shares.

15
<PAGE>

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.

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. Investments in Institutional
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 Institutional Shares,
investors may call .

16
<PAGE>

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

<TABLE>
<S> <C> <C>
The Expedition Money Market Fund Oaks, Pennsylvania 19456
Institutional Shares
- ----------------------------------------------------------------------------------------------------------------------------
Distributor
SEI Financial Services Company Oaks, Pennsylvania 19456
- ----------------------------------------------------------------------------------------------------------------------------
Investment Adviser and Custodian
Compass Bank 701 S. 20th Street
Birmingham, Alabama 35233
- ----------------------------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
Boston Financial Data Services, Inc.
Compass Bank
- ----------------------------------------------------------------------------------------------------------------------------
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>