EXPEDITION FUNDS, 485BPOS, 1998-01-30

EXPEDITION FUNDS
485BPOS, 1998-01-30

Previous: DIGI INTERNATIONAL INC, SC 13G/A, 1998-01-30

Next: DEFINITION LTD, SC 13D, 1998-01-30

<PAGE>

As filed with the Securities and Exchange Commission on January 30, 1998
File No. 33-30950
File No. 811-5900

- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [_]
POST-EFFECTIVE AMENDMENT NO. 29 [X]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 26 [X]

THE EXPEDITION FUNDS
(Exact name of registrant as specified in charter)

c/o CT Corporation
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (800) 342-5734

David G. Lee
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

Copies to:
Richard W. Grant, Esq. John H. Grady, Jr., Esq.
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
2000 One Logan Square 1800 M Street, NW
Philadelphia, PA 19103 Washington, D.C. 20036

It is proposed that this filing become effective (check appropriate box)

/X/ immediately upon filing pursuant to paragraph (b)
/ / on [date] 1997 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / 75 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485.

Title of Securities being registered... Units of Beneficial Interest, without
par value.
<PAGE>

THE EXPEDITION FUNDS
CROSS REFERENCE SHEET

N-1A Item No. Location
- ------------- --------
<S> <C>
PART A: The Expedition Money Market Fund
- ------- (Institutional Shares Prospectus)

Item 1. Cover Page Cover Page

Item 2. Synopsis Summary of Fund
Expenses

Item 3. Condensed Financial Information Financial Highlights

Item 4. General Description of Registrant General Information;
Investment Information --
Investment Objective,
Investment Policies,
Investment Limitations
Item 5. Management of the Fund Fund Information --
Management of the Fund;
Distribution of Institutional
Shares;
Administration of the
Fund

Item 5A. Management's Discussion of **
Fund Performance

Item 6. Capital Stock and Other General Information;
Securities Shareholder Information --
Voting Rights
Item 7. Purchase of Securities Being Investing in Institutional
Offered Shares --
Share Purchases,
What Shares Cost,
Shareholder Accounts

</TABLE>
ii
<PAGE>

<TABLE>
<S> <C> <C>
Item 8. Redemption or Repurchase Exchange Privilege;
Redeeming Institutional
Shares

Item 9. Pending Legal Proceedings *

PART A: The Expedition Money Market Fund
- ------ (Investment Service Shares Prospectus)

Item 1. Cover Page Cover Page

Item 2. Synopsis Summary of Fund
Expenses

Item 3. Condensed Financial Information Financial Highlights

Item 4. General Description of Registrant General Information;
Investment Information --
Investment Objective,
Investment Policies,
Investment Limitations

Item 5. Management of the Fund Fund Information --
Management of the Fund;
Distribution of Investment
Service Shares;
Administration of the Fund

Item 5A. Management's Discussion of **
Fund Performance

Item 6. Capital Stock and Other General Information;
Securities Shareholder Information--
Voting Rights

Item 7. Purchase of Securities Being Investing in Investment
Offered Service Shares --
Share Purchases,
What Shares Cost,
Shareholder Accounts,
Systematic Investment
Program, Retirement
Plans
</TABLE>
iii
<PAGE>

<TABLE>
<S> <C> <C> <C>
Item 8. Redemption or Repurchase Exchange Privilege;
Redeeming Investment
Service Shares, Systematic
Withdrawal Program;
Accounts with Low
Balances

Item 9. Pending Legal Proceedings *

PART A: The Expedition Bond Fund & The
- ------ Expedition Equity Fund Prospectus

Item 1. Cover Page Cover Page

Item 2. Synopsis Summary of Funds
Expenses

Item 3. Condensed Financial Information Financial Highlights

Item 4. General Description of Registrant General Information;
Investment Information --
Investment Objectives,
Investment Policies,
General Investment
Policies, Investment
Limitations

Item 5. Management of the Fund Fund Information --
Management of the Fund;
Distribution of Fund
Shares;
Administration of the
Fund;

Item 5A. Management's Discussion of **
Fund Performance

Item 6. Capital Stock and Other General Information;
Securities Shareholder Information--
Voting Rights

</TABLE>
iv
<PAGE>

<TABLE>

<S> <C> <C> <C>
Item 7. Purchase of Securities Being Investing in Shares --
Offered Share Purchases,
What Shares Cost,
Shareholder Accounts,
Sales Charges --
Investment Shares,
Reducing the Sales
Charge, Systematic
Investment Program

Item 8. Redemption or Repurchase Exchange Privilege;
Redeeming Shares --
Systematic Withdrawal
Program;
Accounts with Low
Balances

Item 9. Pending Legal Proceedings *

PART B: Statement of Additional Information
- ------
Cover Page

Item 10. Cover Page

Item 11. Table of Contents Table of Contents

Item 12. General Information and History General Information about
the Funds

Item 13. Investment Objectives and Investment Objective and
Policies Policies;
Investment Limitations

Item 14. Management of the Registrant The Expedition Funds
Management

Item 15. Control Persons and Principal Fund Ownership
Holders of Securities

Item 16. Investment Advisory and Other Investment Advisory
Services Services;
Other Services

Item 17. Brokerage Allocation Brokerage Transactions
</TABLE>

v
<PAGE>

<TABLE>

<S> <C> <C>
Item 18. Capital Stock and Other Purchasing Shares;
Securities Massachusetts Partnership
Law

Item 19. Purchase, Redemption, and Purchasing Shares;
Pricing of Securities Being Redeeming Shares;
Offered Determining Net Asset
Value

Item 20. Tax Status Tax Status

Item 21. Underwriters Other Services --
Distributor

Item 22. Calculation of Performance Data Total Return;
Yield;
Effective Yield;
Performance Comparisons

Item 23. Financial Statements Financial Statements
</TABLE>

PART C Information required to be included in Part C is set forth under the
- ------
appropriate Item, so numbered, in Part C of this Registration Statement.

- ------------------------
* Not Applicable
** Information required by Item 5A will be contained in the Annual Report for
the fiscal year ending October 31, 1997.

vi
<PAGE>

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

PROSPECTUS

The Institutional Shares ("the 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 (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, an Alabama state banking corporation, 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.

Compass Bank, an Alabama banking corporation, serves as investment adviser and
custodian of the Fund, and Compass Bank and certain of its affiliates provide
or may provide certain other services to the Fund, for which services Compass
Bank and/or its affiliates will be compensated. SEI Investments Distribution
Co., which is not affiliated with Compass Bank, is the sponsor and serves as
distributor of the Fund.

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

The Trust has also filed a Statement of Additional Information dated February
1, 1998 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 free of charge by calling 1-800-992-2085. To obtain
other information or make inquiries about the Fund, contact the Fund at the
address listed in the back of this prospectus.

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

Prospectus dated February 1, 1998
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
SUMMARY OF FUND EXPENSES 1
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS 3
- --------------------------------------------------------------------------------

GENERAL INFORMATION 4
- --------------------------------------------------------------------------------

INVESTMENT INFORMATION 4
- --------------------------------------------------------------------------------

Investment Objective 4

Investment Policies 5

Investment Limitations 9

FUND INFORMATION 10
- --------------------------------------------------------------------------------

Management of the Fund 10

Distribution of Institutional Shares 11

Administration of the Fund 11

NET ASSET VALUE 12
- --------------------------------------------------------------------------------

INVESTING IN INSTITUTIONAL SHARES 12
- --------------------------------------------------------------------------------

Share Purchases 12

What Shares Cost 13

Shareholder Accounts 13

Dividends 14

Capital Gains 14

EXCHANGE PRIVILEGE 14
- --------------------------------------------------------------------------------

REDEEMING INSTITUTIONAL SHARES 15
- --------------------------------------------------------------------------------

SHAREHOLDER INFORMATION 17
- --------------------------------------------------------------------------------

Voting Rights 17

EFFECT OF BANKING LAWS 18
- --------------------------------------------------------------------------------

TAX INFORMATION 18
- --------------------------------------------------------------------------------

PERFORMANCE INFORMATION 19
- --------------------------------------------------------------------------------

OTHER CLASSES OF SHARES 19
- --------------------------------------------------------------------------------

ADDRESSES 21
- --------------------------------------------------------------------------------

I
<PAGE>

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

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

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

<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
<S> <C>
Management Fee (after waiver) (1) ....................................... 0.18%
Total Other Expenses (2)................................................. 0.25%
Total Operating Expenses (3)......................................... 0.43%
</TABLE>

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

(2) The Administrator has agreed to waive, on a voluntary basis, a portion of
its fees. The Administrator reserves the right to terminate its waiver at
any time in its sole discretion. Absent such waiver, Total Other Expenses
for the Fund would be .30%.

(3) Absent the voluntary waivers and reimbursements described above, Total
Operating Expenses for the Fund would be .70%.

1
<PAGE>

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 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) a 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.

2
<PAGE>

THE EXPEDITION MONEY MARKET FUND

FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------

The following information has been audited by Deloitte & Touche LLP, the
Trust's independent auditors, as indicated in their report dated December 5,
1997 on the Trust's financial statements as of October 31, 1997 which are
incorporated by reference into the Trust's Statement of Additional
Information. This table should be read in conjunction with the Trust's
financial statements and related notes thereto. Additional performance
information is set forth in the Trust's 1997 Annual Report to Shareholders and
is available upon request and without charge by calling 1-800-992-2085.

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

* Annualized.

(1) Commenced operations on June 9, 1997.

3
<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 ("Shares") of the Expedition
Money Market Fund. The Trust offers three other portfolios: The Expedition Tax-
Free Money Market Fund (which has not commenced operations as of the date of
this Prospectus), The Expedition Equity Fund and The Expedition Bond Fund.
Information regarding the Investment Service Shares of the Fund and the Trust's
other portfolios is contained in separate prospectuses which may be obtained by
calling 1-800-992-2085.

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

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

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

INVESTMENT OBJECTIVE

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

4
<PAGE>

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;
. 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

5
<PAGE>

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 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.

6
<PAGE>

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.

7
<PAGE>

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.,
Fannie Mae securities). Guarantees of principal by agencies or
instrumentalities of the U.S. Government may be a guarantee of payment at the
maturity of the obligation, however, in the event of a default prior to
maturity there may not 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.

8
<PAGE>

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.

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 Adviser in selecting investments for the Fund.

INVESTMENT LIMITATIONS

9
<PAGE>

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

The above investment limitations cannot be changed without shareholder
approval.

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

MANAGEMENT OF THE FUND

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

INVESTMENT ADVISER. Pursuant to an investment advisory contract with the Trust
and subject to direction by the Trustees, investment decisions for the Fund are
made by Compass Bank, an Alabama state banking corporation that is a Federal
Reserve System member bank (the "Adviser"). The Adviser continually conducts
investment research and supervision for the Fund and is responsible for the
purchase or sale of portfolio instruments, for which it receives an annual fee
from the assets of the Fund.
ADVISORY FEES. The Adviser is entitled to receive an annual investment
advisory fee equal to .40% of the Fund's average daily net assets payable
from the assets of the Fund. The Adviser may 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. The Adviser 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 June 30, 1997, offers a full range of
financial services to the public including commercial lending,

10
<PAGE>

depository services, cash management, brokerage services, retail banking,
credit card services, investment advisory services and trust services.

As of December 31, 1997, the Adviser offered a broad range of commercial
banking services. The Adviser has served as investment adviser to mutual
funds since February 5, 1990. Through the Compass Asset Management Group,
the Adviser and certain other affiliates of Bancshares provide investment
advisory and management services for the assets of individuals, pension
and profit sharing plans, endowments and foundations. As of December 31,
1997, the Compass Asset Management Group had approximately $7.7 billion
under administration ($5.08 billion of which was under administration by
the Adviser), of which the Compass Asset Management Group had discretion
over approximately $2.8 billion ($1.8 billion of which was comprised of
assets of accounts over which the Adviser exercised discretion).
As part of its regular banking operations, the Adviser may make loans to
public companies. Thus, it may be possible, from time to time, for the
Fund to hold or acquire the securities of issuers which are also lending
clients of the Adviser. The lending relationship will not be a factor in
the selection of securities.

DISTRIBUTION OF INSTITUTIONAL SHARES

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

ADMINISTRATION OF THE FUND

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

11
<PAGE>

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

CUSTODIAN. Compass Bank, an Alabama state banking corporation, which is also
Adviser, is custodian for the securities and cash of the Fund for which it
receives an annual fee of .02% of the Fund's daily net assets payable from the
assets of the Fund and is reimbursed for its out of pocket expenses.

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

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

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

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

SHARE PURCHASES

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

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

12
<PAGE>

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

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

When payment is made through wire transfer of federal funds, the order is
considered received immediately upon receipt of the wire. Payment by wire must
be received before the Fund calculates its net asset value, normally 3:00 p.m.
(Central time), on the same day as the order. Prior to purchasing by wire,
investors should call their Compass representative prior to 1:00 p.m. (Central
time). Federal funds should be wired as follows: State Street Bank & Trust Co.
ABA # 011000028 for credit to DDA # 9905-303-5, Further credit to: The
Expedition Money Market Fund - Institutional Shares Re: (Shareholder name and
account number). Shares cannot be purchased by Federal Reserve wire on days
when either the NYSE or Federal Reserve is closed.

WHAT SHARES COST

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

SHAREHOLDER ACCOUNTS

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

13
<PAGE>

DIVIDENDS

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

CAPITAL GAINS

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

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

Shareholders may exchange Institutional Shares of the Fund for Institutional
Shares in The Expedition Tax-Free Money Market Fund (once it commences
operations), The Expedition Equity Fund and The Expedition Bond Fund. Neither
the Trust nor any of the Funds imposes any additional fees on exchanges.

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

14
<PAGE>

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

An authorization form permitting the Trust 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 Trust, it may be liable for losses due to unauthorized or fraudulent
telephone instructions.

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

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

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

The Fund redeems Shares at their net asset value next determined after Compass
receives the redemption request. Redemptions will be made on each Business Day.
A redemption request received after the Fund's net asset value has been
determined will be priced at the next Business Day's 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 1-800-992-2085. An authorization form
permitting the Fund to accept telephone redemption requests must first be
completed. Redemption requests through Compass must be received before 1:00
p.m. (Central time). If at any time, the Fund shall determine it necessary to
terminate or modify this method of redemption, shareholders would be promptly
notified.

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

15
<PAGE>

requests and providing proper written redemption instructions to the Transfer
Agent.

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

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

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

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

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

SIGNATURES. Shareholders requesting a redemption of any amount to be sent to an
address other than that on record with the Fund or a redemption payable other
than to the shareholder of record must have their signatures guaranteed by:
. a trust company or commercial bank whose deposits are insured by the
Bank Insurance Fund ("BIF"), which is administered by the FDIC;
. a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchanges;
. a savings bank or savings association whose deposits are insured by the
Savings Association Insurance Fund ("SAIF") which is administered by
the FDIC; or

16
<PAGE>

. any other "eligible guarantor institution," as defined in the
Securities Exchange Act of 1934.

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

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

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

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

VOTING RIGHTS

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

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

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

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

17
<PAGE>

As of January 16, 1998, Compass Bank owned 100% of the Money Market Fund's
Institutional Shares, which is considered a controlling interest as defined by
the Investment Company Act of 1940.

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.

The Adviser, 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.

18
<PAGE>

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

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

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

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

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

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

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

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

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

The Fund also offers another class of shares called Investment Service Shares.
Investment Service Shares are sold at net asset value. Except as otherwise
noted in the prospectus for the Fund's Investment Service Shares, investments
in Investment Service Shares are subject to a minimum initial investment of
$1,000.

19
<PAGE>

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

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

20
<PAGE>

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

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

21
<PAGE>

THE EXPEDITION
MONEY MARKET FUND
INSTITUTIONAL SHARES
PROSPECTUS

A PORTFOLIO OF
THE EXPEDITION FUNDS,
AN OPEN-END, MANAGEMENT
INVESTMENT COMPANY

FEBRUARY 1, 1998
-----------

SEI Investments Distribution Co.
- ------------------------------
Distributor

COMPASS BANK
- ------------------------------
Investment Adviser

[LOGO OF RECYCLED APPEARS HERE]

<PAGE>

THE EXPEDITION FUNDS
THE EXPEDITION BOND FUND
THE EXPEDITION EQUITY FUND

PROSPECTUS

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

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

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

Compass Bank, an Alabama state banking corporation, professionally manages
each Fund's portfolio.

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

Compass Bank, an Alabama banking corporation, serves as investment adviser and
custodian of the Funds, and Compass Bank and certain of its affiliates provide
or may provide certain other services to the Funds, for which services Compass
Bank and/or its affiliates will be compensated. SEI Investments Distribution
Co., which is not affiliated with Compass Bank, is the sponsor and serves as
distributor of the Funds.

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

The Trust has also filed a Statement of Additional Information dated February
1, 1998, 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 free of charge by calling 1-800-992-2085. To obtain
other information or make inquiries about a Fund, contact the Trust at the
address listed in the back of this prospectus.

Prospectus dated February 1, 1998
<PAGE>

FINANCIAL HIGHLIGHTS 4
- --------------------------------------------------------------------------------

PERFORMANCE INFORMATION FOR EQUITY FUND, INCLUDING PREDECESSOR COMMON TRUST
FUND 5
- --------------------------------------------------------------------------------

GENERAL INFORMATION 6
- --------------------------------------------------------------------------------

INVESTMENT INFORMATION 7
- --------------------------------------------------------------------------------

Investment Objectives 7

Investment Policies 7

General Investment Policies 12

Investment Limitations 16

FUND INFORMATION 17
- --------------------------------------------------------------------------------

Management of the Funds 17

Distribution of Fund Shares 18

Administration of the Funds 19

NET ASSET VALUE 20
- --------------------------------------------------------------------------------

INVESTING IN SHARES 20
- --------------------------------------------------------------------------------

Share Purchases 20

What Shares Cost 21

Shareholder Accounts 21

Sales Charges--Investment Shares 22

Reducing the Sales Charge 23

Systematic Investment Program 24

Dividends 25

Capital Gains 25

EXCHANGE PRIVILEGE 25
- --------------------------------------------------------------------------------

REDEEMING SHARES 27
- --------------------------------------------------------------------------------

Systematic Withdrawal Program 28

Accounts with Low Balances 29

SHAREHOLDER INFORMATION 29
- --------------------------------------------------------------------------------

Voting Rights 29

EFFECT OF BANKING LAWS 30
- --------------------------------------------------------------------------------

TAX INFORMATION 31
- --------------------------------------------------------------------------------

PERFORMANCE INFORMATION 31
- --------------------------------------------------------------------------------

ADDRESSES 33
- --------------------------------------------------------------------------------

I
<PAGE>

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

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

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
Bond Equity
Fund Fund
---- ------
<S> <C> <C>
Management Fee (after waivers) (1)................................. .74% .75%
Total Other Expenses............................................... .36% .34%
Total Operating Expenses (1)................................... 1.10% 1.09%
</TABLE>

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

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

<TABLE>
<CAPTION>
EXAMPLE 1 Year 3 Years 5 Years 10 Years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment assuming (1) a 5% annual
return and (2) redemption at the end of each
time period.
Bond Fund..................................... $11 $35 $61 $134
Equity Fund................................... $11 $35 N/A N/A
</TABLE>

1
<PAGE>

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

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

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
Bond Equity
Fund Fund
----- ------
<S> <C> <C>
Management Fee (after waivers) (1)................................ .74% .75%
12b-1 Fee......................................................... .25% .25%
Total Other Expenses (2).......................................... .36% .34%
Total Operating Expenses ...................................... 1.35% 1.34%
</TABLE>

(1) The Adviser has agreed, on a voluntary basis, to waive or reimburse its
advisory fee for the Bond Fund and Equity Fund to the extent necessary to
keep the Total Operating Expenses for the current fiscal year from
exceeding 1.35% and 1.50%, respectively. Absent the management fee waivers,
the management fees for the Bond Fund would be .75%. The Adviser reserves
the right, in its sole discretion, to terminate these waivers or
reimbursements at any time.

(2) Absent the Adviser's and the Distributor's voluntary fee waivers, Total
Operating Expenses for the Bond Fund would be 1.35%.

2
<PAGE>

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

<TABLE>
<CAPTION>
EXAMPLE 1 Year 3 Years 5 Years 10 Years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment assuming (1) a 5% annual
return and (2) redemption at the end of each
time period. The Fund charges no contingent
deferred sales charge.
Bond Fund..................................... $53 $81 $111 $196
Equity Fund................................... $53 $81 N/A N/A
</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. BECAUSE THE
EQUITY FUND HAS JUST RECENTLY BECOME OPERATIONAL AS OF THE DATE OF THIS
PROSPECTUS, THE FUND HAS NOT PROJECTED EXPENSES BEYOND THE THREE-YEAR PERIOD
SHOWN. LONG-TERM HOLDERS OF INVESTMENT SHARES MAY EVENTUALLY PAY MORE THAN THE
ECONOMIC EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES OTHERWISE PERMITTED
BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.'S CONDUCT RULES.

3
<PAGE>

FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------

The following information has been audited by Deloitte & Touche LLP, the
Trust's independent auditors, as indicated in their report dated December 5,
1997 on the Trust's financial statements as of October 31, 1997 which are
incorporated by reference into the Trust's Statement of Additional
Information. This table should be read in conjunction with the Trust's
financial statements and related notes thereto. The Expedition Equity Fund did
not offer Investment Shares as of October 31, 1997 and therefore no financial
highlights are presented for such shares. Additional performance information
is set forth in the Trust's 1997 Annual Report to Shareholders and is
available upon request and without charge by calling 1-800-992-2085.

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
REALIZED
AND
UNREALIZED DISTRIBU- DISTRIBU-
NET ASSET GAINS OR TIONS TIONS NET ASSET
VALUE, NET (LOSSES) FROM NET FROM VALUE,
BEGINNING INVESTMENT ON INVESTMENT CAPITAL END TOTAL
OF PERIOD INCOME INVESTMENTS INCOME GAINS OF PERIOD RETURN
--------- ---------- ----------- ----------- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY FUND
- -----------
Institutional Shares
1997(/1/) $10.00 0.02 0.25 (0.02) (0.86) $ 9.39 2.96%
BOND FUND
- ---------
Institutional Shares
1997(/1/) $9.69 0.19 0.16 (0.19) -- $ 9.85 3.49%
Investment Shares
1997 $ 9.77 0.53 0.08 (0.53) -- $ 9.85 6.41%(/3/)
1996 9.92 0.58 (0.15) (0.58) -- 9.77 4.44%
1995 9.54 0.63 0.38 (0.63) -- 9.92 10.94%
1994 10.40 0.54 (0.86) (0.54) -- 9.54 (3.12%)
1993 10.25 0.63 0.21 (0.63) (0.06) 10.40 8.42%
1992(/2/) 10.00 0.36 0.25 (0.36) -- 10.25 6.24%
<CAPTION>
RATIO OF
NET
RATIO OF RATIO INVESTMENT
NET NET OF EXPENSES INCOME TO
ASSETS RATIO OF INVESTMENT TO AVERAGE AVERAGE AVERAGE
END OF EXPENSES INCOME NET ASSETS NET ASSETS PORTFOLIO COMMIS-
PERIOD TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER SION
(000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE RATE
--------- ---------- ----------- ----------- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY FUND
- -----------
Institutional Shares
1997(/1/) $237,567 1.09%* 0.53%* 1.09%* 0.53%* 64.68% $0.0519
BOND FUND
- ---------
Institutional Shares
1997(/1/) $101,224 1.10%* 5.05%* 1.11%* 5.04%* 69.09% --
Investment Shares
1997 $ 23,630 1.13% 5.46% 1.56% 5.03% 69.09% --
1996 44,552 1.08% 5.90% 1.58% 5.40% 77.00% --
1995 63,521 1.04% 6.51% 1.51% 6.04% 79.00% --
1994 58,827 1.20% 5.44% 1.50% 5.14% 91.00% --
1993 97,246 1.11% 6.11% 1.40% 5.82% 69.00% --
1992(/2/) 65,984 0.79%* 6.79%* 1.39%* 6.19% 88.00% --
</TABLE>
- -----------

* Annualized.

(1) Commenced operations on June 13, 1997.

(2) Commenced operations on April 20, 1992.

(3) Based on net asset value, which does not reflect the sales charge, if
applicable.

4
<PAGE>

PERFORMANCE INFORMATION FOR EQUITY FUND, INCLUDING PREDECESSOR COMMON TRUST
FUND
- --------------------------------------------------------------------------------

The Equity Fund is the successor to a common trust fund (the Equity Model Trust
Fund) previously managed by an affiliate of the Equity Fund's investment
adviser. A substantial portion of the assets of that common trust fund was
transferred to the Equity Fund in connection with the Equity Fund's
commencement of operations on June 13, 1997. Set forth below is certain
performance data for the Equity Fund that includes periods during which it was
operated as a common trust fund. The performance for the periods during which
the Equity Fund existed as a common trust fund is deemed relevant because the
common trust fund was managed using virtually the same investment objective,
policies and restrictions as those used by the Equity Fund. The common trust
fund was not registered under the Investment Company Act of 1940 and the
performance data is not necessarily indicative of the future performance of the
Equity Fund. Further, the predecessor common trust was not subject to certain
investment limitations imposed on mutual funds which, if they had been imposed,
may have adversely affected the common trust fund's performance.

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

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

TOTAL RETURNS FOR THE EQUITY FUND (INCLUDING PREDECESSOR COMMON TRUST FUND
PERFORMANCE)

AND

STANDARD BENCHMARK INDICES

FOR PERIODS ENDED OCTOBER 31, 1997
<TABLE>
<CAPTION>
SINCE
INCEPTION
ONE YEAR THREE YEARS FROM 10/13/93
TO 10/31/97 TO 10/31/97 TO 10/31/97
----------- ----------- -------------
<S> <C> <C> <C>
Equity Fund............................... 27.15% 21.98% 15.98%
Lipper Growth and Income Fund Index....... 28.12% 23.39% 17.81%
S&P 500 Index............................. 32.11% 27.49% 21.12%
S&P 400 Mid Cap Index..................... 32.65% 23.57% 17.89%
</TABLE>

5
<PAGE>

The Lipper Growth & Income Fund Index is a net asset value weighted index of
the 30 largest funds with a growth & income investment objective. It is
calculated daily with adjustments for income dividends and capital gains
distributions as of the ex-dividend dates. The S&P 500 Index (the Standard &
Poor's 500 Composite Index) is a market capitalization weighted index composed
of widely held common stocks listed on the New York Stock Exchange, American
Stock Exchange, and over-the-counter market. The S&P 400 Mid Cap Index is a
market-value weighted index of 400 domestic mid cap stocks chosen for market
size, liquidity and industry group representation. These indices are unmanaged.
It is not possible to invest in an index, including the indices listed above.

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

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

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

The Trust also offers two other portfolios: The Expedition Money Market Fund;
and The Expedition Tax-Free Money Market Fund, which has not commenced
operations as of the date of this prospectus. Information

6
<PAGE>

regarding the Trust's other portfolios is contained in separate prospectuses
that may be obtained by calling 1-800-992-2085.

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

INVESTMENT OBJECTIVES

BOND FUND

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

EQUITY FUND

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

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

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

BOND FUND

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

TEMPORARY INVESTMENTS. The Fund may invest up to 100% of its assets in cash and
short-term obligations during times of unusual market

7
<PAGE>

conditions for temporary defensive purposes. Short-term obligations include:

. obligations of the U.S. Government or its agencies or
instrumentalities;
. high quality commercial paper;

. shares of money market mutual funds;
. short-term obligations issued by domestic banks and U.S. branches of
foreign banks; and
. repurchase agreements.

U.S. GOVERNMENT OBLIGATIONS. The Fund may invest in U.S. Government
securities. U.S. Government securities in which the Fund invests include:
. direct obligations of the U.S. Treasury, including STRIPs and zero
coupon securities; and

. obligations of U.S. Government agencies or instrumentalities, which may
include but are not limited to Federal Home Loan Banks, Government
National Mortgage Association, Fannie Mae, and the Federal Home Loan
Mortgage Corporation.

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

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

8
<PAGE>

mortgages. Other mortgage-related securities that may be purchased by the Fund
include "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
interest rates rise and decrease as rates fall; the opposite is true of POs.
SMBs are extremely sensitive to changes in interest rates because of the impact
thereon of prepayment of principal on the underlying mortgage securities.

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

LOAN PARTICIPATIONS. Loan participations are interests in loans to U.S.
corporations which are administered by the lending bank or agent for a
syndicate of lending banks, and sold by the lending bank or syndicate member
("intermediary bank"). In a loan participation, the borrower corporation will
be deemed to be the issuer of the participation interest except to the extent
the Fund derives its rights from the intermediary bank. Because the
intermediary bank does not guarantee a loan participation in any way, a loan
participation is subject to the credit risks generally associated with the
underlying corporate borrower. In the event of the bankruptcy or insolvency of
the corporate borrower, a loan participation

9
<PAGE>

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. Collateralized mortgage obligations ("CMOs") and real estate
mortgage investment conduits ("REMICs") are mortgage-backed securities issued
by a non-governmental entity, such as a trust or corporation. 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

10
<PAGE>

price, with the Fund being paid a fee as consideration for entering into the
commitment to purchase. Dollar rolls may be renewed after cash settlement and
initially may involve only a firm commitment agreement by the Fund to buy a
security. If the broker-dealer to whom the Fund sells the security becomes
insolvent, the Fund's right to purchase or repurchase the security may be
restricted. Also, the value of the security may change adversely over the term
of the dollar roll, such that the security that the Fund is required to
repurchase may be worth less than the security that the Fund originally held.

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

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

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

EQUITY FUND

ACCEPTABLE INVESTMENTS. The Fund invests primarily (at least 80% of the value
of its total assets) in common stocks issued by mid- and large-capitalization
companies. The Fund may invest any remaining assets in warrants and rights to
purchase common stocks, preferred stocks

11
<PAGE>

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

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

GENERAL INVESTMENT POLICIES

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

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

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. Each Fund may invest in
the securities of other investment companies including, pending approval from
the Securities and Exchange Commission, affiliated money market funds. A Fund
will invest in other investment companies primarily for the purpose of
investing short-term cash which has not yet been invested in other portfolio
instruments. A Fund's purchase of investment company securities may result in a
layering of expenses.

12
<PAGE>

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

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. Each Fund may purchase
securities on a when-issued or delayed delivery basis. These transactions are
arrangements in which a 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.

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

PUT AND CALL OPTIONS. Each Fund may purchase put and call options on its
portfolio securities. The Funds may also write (sell) put and call options on
all or any portion of its portfolio to generate income for the Funds. A 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 Funds will segregate liquid assets with a value
equal to or greater than the exercise price of the underlying securities.

A Fund can purchase or write options that are either traded over-the-counter or
on an exchange. A Fund will generally purchase and write over-

13
<PAGE>

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

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

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

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

14
<PAGE>

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

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

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

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

15
<PAGE>

SPECIAL RISKS ASSOCIATED WITH FINANCIAL FUTURES AND OPTIONS ON FINANCIAL
FUTURES. When a Fund uses financial futures and options on financial futures
there is a risk that the prices of the securities subject to the futures
contracts may not correlate with the prices of the securities in the Fund's
portfolio. This may cause the futures contract and any related options to react
differently than the portfolio securities to market changes. In addition, the
Adviser could be incorrect in its expectations about the direction or extent of
market factors such as interest rate movements. In these events, a 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 Adviser will consider liquidity before entering into
options transactions, there is no assurance that a liquid secondary market on
an exchange will exist for any particular futures contract or option at any
particular time. A Fund's ability to establish and close out futures and
options positions depends on this secondary market.

INVESTMENT LIMITATIONS

The Bond Fund will not:

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

The Equity Fund will not:

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

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

16
<PAGE>

Each Fund will not:

. invest more than 15% of its net 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 FUNDS

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 Funds
are made by Compass Bank, an Alabama state banking corporation that is a
Federal Reserve System member bank, as each Fund's investment adviser (the
"Adviser"). The Adviser continually conducts investment research and
supervision for the Funds and is responsible for the purchase or sale of
portfolio instruments, for which it receives an annual fee from the assets of
each Fund.

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

17
<PAGE>

for the assets of individuals, pension and profit sharing plans,
endowments and foundations. As of December 31, 1997, the Compass Asset
Management Group had approximately $7.7 billion under administration
($5.08 billion of which was under administration by the Adviser), of
which the Compass Asset Management Group had discretion over
approximately $2.8 billion ($1.8 billion of which was comprised of assets
of accounts over which the Adviser exercised discretion).

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

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

DISTRIBUTION OF FUND SHARES

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

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

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

The Distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers, including
the Adviser and various other affiliates of Bancshares, to provide sales and/or
administrative services as agents for their clients or customers who
beneficially own Investment Shares of a Fund. Administrative services may
include, but are not limited to, the following functions: providing office
space, equipment, telephone facilities; and various personnel

18
<PAGE>

including clerical, supervisory, and computer personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries regarding a
Fund; assisting clients in changing dividend options, account designations, and
addresses; and providing such other services as the Funds reasonably request.
The Plan is a compensation type plan. As such, a Fund makes no payments to the
Distributor except as described above. Therefore, a Fund does not pay for
unreimbursed expenses of the Distributor except as described above.

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

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

ADMINISTRATION OF THE FUNDS

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

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

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

19
<PAGE>

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

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

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

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

SHARE PURCHASES

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

Investment Shares and Institutional Shares of each Fund may be purchased by
investors on each Business Day. The Trust reserves the right to reject any
purchase request.

To purchase Investment Shares, an investor may call their Compass Brokerage,
Inc. personal investment officer or other authorized registered representative
or the Transfer Agent at 1-800-992-2085 to place an order. The minimum initial
investment for Investment Shares of each Fund is $1,000, except for an IRA
account, which requires a minimum initial investment of $500, and except that
the minimum initial investment is $25 in the case of directors, officers and
employees of Bancshares and its affiliates (and their spouses and children
under 21 years of age) participating in the Systematic Investment Program
discussed below. Subsequent investments must be in amounts of at least $100
($25 in case of directors, officers and employees of Bancshares and its
affiliates (or their spouses or children under 21 years of age) participating
in the Systemic Investment Program discussed below). Payment may be made
either by

20
<PAGE>

check or wire transfer of federal funds or by debiting a customer's account at
a Bancshares banking affiliate.

To purchase by check, the check must be included with the order and made
payable to "The Expedition Funds Fund--Investment Shares." Purchase orders
received after the Fund's net asset value has been determined will be priced at
the next Business Day's net asset value. Orders are considered received after
payment by check is converted into federal funds. Third party checks, credit
cards, credit card checks and cash will not be accepted. When purchases are
made by check, redemptions will not be allowed until the investment being
redeemed has been in the account for 15 business days.

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

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

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

WHAT SHARES COST

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

SHAREHOLDER ACCOUNTS

Compass Asset Management or the Transfer Agent maintains an account for each
Institutional Share shareholder of record. Share certificates are not issued.
Institutional Shares sold to a Compass Asset Management division or affiliate
acting in a fiduciary, advisory, custodial, agency, or similar

21
<PAGE>

capacity on behalf of customers may be held of record by such Compass Asset
Management division or affiliate. Beneficial ownership of Institutional Shares
will be recorded by the Compass Asset Management division or affiliate and
reflected in the account statements provided by Compass Asset Management to
customers, and reports of purchases and redemptions of Institutional Shares
held by Compass Asset Management in a fiduciary, advisory, custodial, agency or
similar capacity on behalf of customers will be provided periodically by
Compass Asset Management to such customers.

SALES CHARGES--INVESTMENT SHARES

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

The sales charge shown in the table is the maximum sales charge that applies to
sales of Investment Shares. The Trust currently reallows the entire amount of
the sales charge to Compass Brokerage, Inc., who may be deemed to be an
"underwriter" under the Securities Act of 1933.

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

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

PURCHASES AT NET ASSET VALUE. Investment Shares of a Fund may be purchased at
net asset value, without a sales charge: (1) by directors, officers and
employees of the Trust, Bancshares or its affiliates, and their spouses and
children under 21; (2) by directors, officers and employees

22
<PAGE>

(and their spouses and children under the age of 21) of any broker-dealer with
which the Distributor enters into a dealer agreement to sell shares of the
Funds; (3) by investors who purchase Shares of a Fund through certain broker-
dealers, investment advisers and other financial institutions (including any
affiliate or subsidiary of Bancshares or Compass Bank or a division thereof)
that have entered into an agreement with the Distributor providing that such
Shares shall be purchased for the benefit of clients of such broker-dealer,
investment adviser or other financial institution participating in a wrap
account, asset allocation or similar program under which the client pays a fee
to such broker-dealer, investment adviser or other financial institution; (4)
by persons purchasing Shares of a Fund through a payroll deduction plan, a
401(k) plan, or a 403(b) plan which, by its terms, permits purchases of Shares
of such Fund; and (5) by investors who purchase shares with redemption proceeds
(but only to the extent of such redemption proceeds) from another investment
company within 90 days of such redemption, provided that, the investors paid
either a front-end or contingent deferred sales charge on the original shares
redeemed. In addition, any shareholder of Investment Shares of the Bond Fund
who purchased any or all of their shares prior to June 9, 1997 may also
purchase additional Investment Shares of the Bond Fund at net asset value,
without a sales charge. Customers in a wrap account, asset allocation or
similar program may incur separate fees in addition to those charged by the
Funds.

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Investment Shares through:

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

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

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

To receive the sales charge reduction, Compass Brokerage, Inc. or the
Distributor must be notified by the shareholder in writing at the time the

23
<PAGE>

purchase is made that Investment Shares are already owned or that purchases are
being combined. The Trust will reduce the sales charge after it confirms the
purchases.

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

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

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

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

SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment
of Investment Shares on a regular basis in a minimum amount of $100 for each
Fund ($25 for directors, officers and employees of Bancshares or any of its
affiliates and their spouses and children under 21 years of age participating
in the Systematic Investment Program). Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account at
a Bancshares banking affiliate and invested in Fund shares at the net asset
value next determined after an order is received by the Transfer Agent, plus
the applicable sales charge. A shareholder may apply for participation in this
program by calling their Compass Brokerage, Inc. personal investment officer or
other authorized registered representative or the Transfer Agent.

24
<PAGE>

DIVIDENDS

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

CAPITAL GAINS

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

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

INVESTMENT SHARES

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

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

Shareholders of Investment Shares who exercise this exchange privilege must
exchange shares having a net asset value of at least $1,000 ($25 for directors,
officers and employees of Bancshares or any of its affiliates and their spouses
and children under 21 years of age participating in the Systematic Investment
Program described above). 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.

25
<PAGE>

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

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

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

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

26
<PAGE>

INSTITUTIONAL SHARES

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

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

INVESTMENT SHARES

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

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

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

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

27
<PAGE>

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

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

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

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

The Trust and the Transfer Agent adopted standards for accepting signature
guarantees from the above institutions. The Trust may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. Redemptions of $40,000 or greater for a Fund must
be in writing and a signature guarantee must accompany the request. The Trust
and the 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.

INSTITUTIONAL SHARES

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

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders of Investment Shares who desire to receive monthly or quarterly
payments of a predetermined amount may take advantage of the Systematic
Withdrawal Program. Under this program, Investment Shares are redeemed to
provide for periodic withdrawal payments in an amount

28
<PAGE>

directed by the shareholder. Depending upon the amount of the withdrawal
payments, the amount of dividends paid and capital gains distributions, and the
fluctuation of the net asset value of shares redeemed under this program,
redemptions may reduce, and eventually deplete, the shareholder's investment in
a Fund. For this reason, payments under this program should not be considered
as yield or income on the shareholder's investment in a Fund. To be eligible to
participate in this program, a shareholder must have invested at least $10,000
in a Fund (at current offering price).

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

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Trust may
redeem shares in any Investment Shares account and pay the proceeds to the
shareholder if the account balance falls below the required minimum value of
$1,000 ($25 for directors, officers and employees of Bancshares or any of its
affiliates (and their spouses and children under 21 years of age) participating
in the Systematic Investment Program described above). Before Investment Shares
are redeemed to close an account, the shareholder is notified in writing and
allowed 30 days to purchase additional shares to meet the minimum requirement.
These requirements do not apply, however, if the balance falls below the above-
stated minimum because of changes in a Fund's net asset value.

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

VOTING RIGHTS

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

29
<PAGE>

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 a Fund's operation and for the election of Trustees
under certain circumstances.

As of January 16, 1998, Blue Cross Blue Shield of Alabama owned 35.67% of the
Bond Fund's Investment Shares; Compass Bank owned 100% of the Bond Fund's
Institutional Shares; BSC, as Service Agent for DXP Enterprises, Inc., owned
52.60% of the Equity Fund Investment Shares; BSC, as Service Agent for the Jay
Manufacturing Co., owned 47.27% of the Equity Fund's Investment Shares; and
Compass Bank owned 99.56% of the Equity Fund's Institutional Shares. Each of
the foregoing interests is considered a controlling interest as defined by the
Investment Company Act of 1940.

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

The Adviser, Bancshares and certain of Bancshares' affiliates are subject to
certain such banking laws and regulations. They believe, based on the advice of
their counsel, that they may perform those services for the Funds 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

30
<PAGE>

a part of the above services. If this happens, the Trustees would consider
alternative means of continuing available services. It is not expected that
shareholders would suffer any adverse financial consequences as a result of any
of these occurrences.

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

FEDERAL INCOME TAX

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

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

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

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

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

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

The yield of the Bond 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.

31
<PAGE>

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

32
<PAGE>

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

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

33
<PAGE>

THE EXPEDITION
EQUITY FUND
THE EXPEDITION
BOND FUND
PROSPECTUS

BOTH PORTFOLIOS OF THE EXPEDITION FUNDS,
AN OPEN-END, MANAGEMENT
INVESTMENT COMPANY

FEBRUARY 1, 1998
---------------

SEI Investments Distribution Co.
- -----------------------------------------
Distributor

COMPASS BANK
- -------------------------------------
Investment Adviser

[LOGO OF PRINTED ON RECYCLED PAPER APPEARS HERE]

<PAGE>

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

PROSPECTUS

The Investment Service Shares ("the 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 (the "Trust"), an open-end, management investment company (a
mutual fund).

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

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

Compass Bank, an Alabama state banking corporation, professionally manages the
Fund's portfolio.

Compass Bank, an Alabama banking corporation, serves as investment adviser and
custodian of the Fund, and Compass Bank and certain of its affiliates provide
certain other services to the Fund, for which services Compass Bank and/or its
affiliates will be compensated. SEI Investments Distribution Co., which is not
affiliated with Compass Bank, is the sponsor and serves as distributor of the
Fund.

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

Prospectus dated February 1, 1998
<PAGE>

FINANCIAL HIGHLIGHTS 3
- --------------------------------------------------------------------------------

GENERAL INFORMATION 4
- --------------------------------------------------------------------------------

INVESTMENT INFORMATION 4
- --------------------------------------------------------------------------------

Investment Objective 4

Investment Policies 4

Investment Limitations 9

FUND INFORMATION 10
- --------------------------------------------------------------------------------

Management of the Fund 10

Distribution of Investment Service Shares 11

Administration of the Fund 12

NET ASSET VALUE 12
- --------------------------------------------------------------------------------

INVESTING IN INVESTMENT SERVICE SHARES 13
- --------------------------------------------------------------------------------

Share Purchases 13

What Shares Cost 14

Shareholder Accounts 14

Dividends 14

Capital Gains 15

Systematic Investment Program 15

Retirement Plans 15

EXCHANGE PRIVILEGE 15
- --------------------------------------------------------------------------------

REDEEMING INVESTMENT SERVICE SHARES 17
- --------------------------------------------------------------------------------

Systematic Withdrawal Program 19

Accounts with Low Balances 19

SHAREHOLDER INFORMATION 20
- --------------------------------------------------------------------------------

Voting Rights 20

EFFECT OF BANKING LAWs 20
- --------------------------------------------------------------------------------

TAX INFORMATION 21
- --------------------------------------------------------------------------------

PERFORMANCE INFORMATION 22
- --------------------------------------------------------------------------------

OTHER CLASSES OF SHARES 22
- --------------------------------------------------------------------------------

ADDRESSES 23
- --------------------------------------------------------------------------------

I
<PAGE>

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

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

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

<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
<S> <C>
Management Fee (after waiver) (1) ....................................... 0.18%
Shareholder Servicing Fee ............................................... 0.25%
Total Other Expenses (2)................................................. 0.25%
Total Operating Expenses (3)......................................... 0.68%
</TABLE>

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

(3) Absent the voluntary waivers and reimbursements described above, Total
Operating Expenses for the Fund would be .95%

1
<PAGE>

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 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.

2
<PAGE>

THE EXPEDITION MONEY MARKET FUND
FINANCIAL HIGHLIGHTS--

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

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
DISTRIBU-
NET ASSET TIONS NET ASSET
VALUE, NET FROM NET VALUE,
BEGINNING INVESTMENT INVESTMENT END TOTAL
OF PERIOD INCOME INCOME OF PERIOD RETURN
--------- ---------- ---------- --------- ------
<S> <C> <C> <C> <C> <C>
Investment Service Shares(/1/)
1997(/2/) $1.00 0.08 (0.08) $1.00 4.97%
1996 1.00 0.04 (0.04) 1.00 4.95%
1995 1.00 0.05 (0.05) 1.00 5.51%
1994 1.00 0.03 (0.03) 1.00 3.29%
1993 1.00 0.03 (0.03) 1.00 2.84%
1992 1.00 0.04 (0.04) 1.00 4.07%
1991 1.00 0.06 (0.06) 1.00 6.44%
1990(/3/) 1.00 0.06 (0.06) 1.00 5.89%
</TABLE>

<TABLE>
<CAPTION>
RATIO OF
NET
RATIO OF RATIO OF RATIO INVESTMENT
NET EXPENSES NET OF EXPENSES INCOME TO
ASSETS TO INVESTMENT TO AVERAGE AVERAGE
END OF AVERAGE INCOME NET ASSETS NET ASSETS
PERIOD NET TO AVERAGE (EXCLUDING (EXCLUDING
(000) ASSETS NET ASSETS WAIVERS) WAIVERS)
-------- -------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Investment Service
Shares(/1/)
1997(/2/) $147,651 0.73% 4.84% 0.85% 4.72%
1996 136,666 0.71% 4.85% 0.71% 4.85%
1995 141,434 0.56% 5.38% 0.66% 5.28%
1994 158,367 0.75% 3.26% 0.79% 3.22%
1993 131,508 0.70% 2.83% 0.70% 2.83%
1992 187,394 0.64% 4.01% 0.65% 4.00%
1991 212,997 0.62% 6.13% 0.67% 6.08%
1990(/3/) 117,716 0.58%* 7.80%* 0.68%* 7.70%*
</TABLE>
- -----------

* Annualized.

(1) During 1997, the Starburst Money Market Trust Shares were renamed the
Expedition Money Market Investment Service Shares.

(2) Prior to June 9, 1997, the Investment Service Shares were not charged 12b-
1 fees or shareholder servicing fees.

(3) Commenced operations on February 5, 1990.

<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 ("Shares") of the
Expedition Money Market Fund. The Trust offers three other portfolios: The
Expedition Tax-Free Money Market Fund (which has not commenced operations as of
the date of this Prospectus), The Expedition Equity Fund and The Expedition
Bond Fund. Information regarding the Institutional Shares of the Fund and the
Trust's other portfolios is contained in separate prospectuses which may be
obtained by calling 1-800-992-2085.

Shares of the Fund are primarily designed for investors 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

4
<PAGE>

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.

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,

5
<PAGE>

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.

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.

6
<PAGE>

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., Fannie Mae securities). Guarantees of principal by
agencies or instrumentalities of the U.S. Government may be a guarantee of
payment at the maturity of the obligation, however, in the event of a default
prior to maturity there may not be a market and thus no means of realizing on
the

7
<PAGE>

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.

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 Compass Bank (the "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

8
<PAGE>

insolvent, disposition of the securities may be delayed pending court action.

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

9
<PAGE>

. 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.

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

10
<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
the Adviser 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 personnel as necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase and redemption
transactions and automatic

11
<PAGE>

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.

ADMINISTRATION OF THE FUND

CUSTODIAN. Compass Bank, an Alabama state banking corporation, which is also
the Adviser, is custodian for the securities and cash of the Fund for which it
receives an annual fee of .02% of the Fund's daily net assets payable from the
assets of the Fund and is reimbursed for its out of pocket expenses.

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

The net asset value is determined at 12:00 noon (Central time) and as of the
close of regular trading on the New York Stock Exchange ("NYSE") on

12
<PAGE>

days on which both the NYSE and the Federal Reserve wire system are open for
business.

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

SHARE PURCHASES

Shares are available through the Asset Management Group of Compass Bank, or
through other affiliates of Bancshares or divisions of affiliates of Bancshares
providing fiduciary, trust, private banking, agency, custody and similar
services. Investment Service Shares also may be purchased through divisions and
affiliates of Compass Bank and other affiliates of Bancshares providing
brokerage and investment services, including Compass Brokerage, Inc., or
through the Transfer Agent. Investors may purchase Shares of the Fund on each
Business Day. The minimum initial investment is $1,000, except for an IRA
account, which requires a minimum initial investment of $500, and except that
the minimum initial investment is $25 in the case of directors, officers and
employees of Bancshares and its affiliates (and their spouses and children
under 21 years of age) participating in the Systematic Investment Program
discussed below. Subsequent investments must be in amounts of at least $100
($25 in the case of directors, officers and employees of Bancshares and its
affiliates (or their spouses or children under 21 years of age) participating
in the Systematic Investment Program discussed below). The Trust reserves the
right to reject any purchase request.

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

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

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

To purchase by check, the check must be included with the order and made
payable to "The Expedition Money Market Fund--Investment Service Shares."
Purchase orders received after the Fund's net asset value has been

13
<PAGE>

determined will be priced at the next Business Day's net asset value. Orders
are considered received after payment by check is converted into federal funds.
Third party checks, credit cards, credit card checks and cash will not be
accepted. When purchases are made by check, redemptions will not be allowed
until the investment being redeemed has been in the account 15 business days.

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

WHAT SHARES COST

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

SHAREHOLDER ACCOUNTS

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

DIVIDENDS

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

14
<PAGE>

CAPITAL GAINS

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

SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment
of Investment Service Shares on a regular basis in a minimum amount of $100
($25 for directors, officers and employees of Bancshares or its affiliates (and
their spouses and children under 21 years of age) participating in the
Systematic Investment Program). Under this program, funds may be automatically
withdrawn periodically from the shareholder's checking account at a Bancshares
banking affiliate and invested in Fund shares at the net asset value next
determined after an order is received. A shareholder may apply for
participation in this program by calling Compass Brokerage, Inc. or the
Transfer Agent at 1-800-992-2085.

RETIREMENT PLANS

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

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

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

When an exchange is made from a fund with a sales charge to a fund with no
sales charge, the shares are exchanged and additional shares which have been
purchased by reinvesting dividends on such shares retain the

15
<PAGE>

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.

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

Shareholders who exercise this privilege must exchange shares having a net
asset value of at least $1,000 ($25 for directors, officers and employees of
Bancshares or its affiliates and their spouses and children under 21 years of
age participating in the Systematic Investment Program). Prior to any exchange,
the shareholder must receive a copy of the current prospectus of the
participating Fund into which an exchange is being made.

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

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

An authorization form permitting the Trust to accept telephone exchange
requests must first be completed. It is recommended that investors request

16
<PAGE>

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 Brokerage, Inc. or the Transfer Agent.

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

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

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

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

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

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

17
<PAGE>

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

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

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

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

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

18
<PAGE>

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

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

The Trust and the Transfer Agent have adopted standards for accepting signature
guarantees from the above institutions. The Trust may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. Redemptions of $40,000 or greater for the Fund
must be in writing and a signature guarantee must accompany the written
request. The Trust and the 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.

SYSTEMATIC WITHDRAWAL PROGRAMS

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

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

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Trust may
redeem shares in any Investment Service Shares account and pay the proceeds to
the shareholder if the account balance falls below the required minimum value
of $1,000 ($25 in the case of directors, officers and

19
<PAGE>

employees of Bancshares and its affiliates (and their spouses and children
under 21 years of age) participating in the Systematic Investment Program
discussed below). Before Investment Service Shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

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

VOTING RIGHTS

As of January 16, 1998, Compass Bank owned 78.29% of The Money Market Fund's
Investment Service Shares, which is considered a controlling interest as
defined by the Investment Company Act of 1940.

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

20
<PAGE>

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.

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.

21
<PAGE>

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

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

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

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

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

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

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

22
<PAGE>

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

23
<PAGE>

THE EXPEDITION
MONEY MARKET FUND
INVESTMENT SERVICE SHARES
PROSPECTUS

A PORTFOLIO OF THE EXPEDITION FUNDS,
AN OPEN-END, MANAGEMENT
INVESTMENT COMPANY

FEBRUARY 1, 1998
-----------

SEI Investments Distribution Co.
- -----------------------------
Distributor

COMPASS BANK
- --------------------------

Investment Adviser

[LOGO RECYCLED PAPER APPEARS HERE]
<PAGE>

The Expedition Money Market Fund
The Expedition Bond Fund
The Expedition Equity Fund

(Portfolios of The Expedition Funds)

Statement of Additional Information

This Statement of Additional Information is not a prospectus. It provides
information about the activities and operations of The Expedition Funds (the
"Trust") in addition to the information provided in the Trust's prospectuses
dated February 1, 1998 (the "Prospectuses") and should be read in conjunction
with a Prospectus. Prospectuses may be obtained by writing to the Trust or
calling toll-free 1-800-992-2085.

Statement dated February 1, 1998
<PAGE>

Table of Contents

<TABLE>
<S> <C>
General Information About the Funds....................................................1

Investment Objectives and Policies.....................................................1

Investment Limitations................................................................12

The Expedition Funds Management.......................................................18

Investment Advisory Services..........................................................22

Brokerage Transactions................................................................23

Other Services .......................................................................24

Purchasing Shares.....................................................................26

Determining Net Asset Value...........................................................28

Redeeming Shares......................................................................31

Massachusetts Partnership Law.........................................................32

Tax Status............................................................................32

Fund Ownership........................................................................33

Total Return..........................................................................34

Yield.................................................................................35

Effective Yield.......................................................................36

Performance Comparisons...............................................................36

Financial Statements .................................................................39
</TABLE>
<PAGE>

General Information About the Funds
- --------------------------------------------------------------------------------

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

Shares of The Expedition Money Market Fund (the "Money Market Fund") are offered
in two classes, known as Investment Service Shares and Institutional Shares.
Shares of The Expedition Bond Fund (the "Bond Fund") and The Expedition Equity
Fund (the "Equity Fund") are also offered in two classes, known as the
Investment Shares and Institutional Shares. Each of the Money Market, Bond and
Equity Funds are referred to herein as a "Fund" and collectively as the "Funds."
Capitalized terms not defined herein are defined in the Prospectuses. No
investment in shares of a Fund should be made without first reading the Fund's
prospectus carefully.

Investment Objectives and Policies
- --------------------------------------------------------------------------------

Investment Objectives

The Money Market Fund's investment objective is to provide current income
consistent with stability of principal. The Bond Fund's investment objective is
to provide current income. The Equity Fund's investment objective is to provide
growth of capital, with a secondary objective of income. A Fund's investment
objective cannot be changed without approval of shareholders.

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.

General Policies of the Money Market Fund

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

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

1
<PAGE>

Bank Instruments

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

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

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

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

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

Ratings

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

U.S. Government Obligations

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

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

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

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

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

2
<PAGE>

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

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

Privately Issued Mortgage-Related Securities

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

When-Issued and Delayed Delivery Transactions

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

Futures and Options Transactions

Each of the Bond and Equity Funds (together the "Non-Money Market Funds") may
attempt to hedge all or a portion of its portfolio by buying and selling
financial futures contracts and options on financial futures contracts.

Financial Futures Contracts

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

In the fixed income securities market, price moves inversely
to interest rates. A rise in rates means a drop in price.
Conversely, a drop in rates means a rise in price. In order to
hedge its holdings of fixed income securities against a rise
in

3
<PAGE>

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

Purchasing Put Options on Financial Futures Contracts

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

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

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

Writing Call Options on Financial Futures Contracts

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

4
<PAGE>

(to sell a futures contract) costs less to fulfill, causing
the value of the Fund's call option position to increase.

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

Writing Put Options on Financial Futures Contracts

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

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

Purchasing Call Options on Financial Futures Contracts

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

Prior to the exercise or expiration of the call option, a Fund
could sell an identical call option and close out its
position. If the premium received upon selling the

5
<PAGE>

offsetting call is greater than the premium originally paid,
the Fund has completed a successful hedge.

Limitations on Open Futures Positions

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

"Margin" in Futures Transactions

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

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

Each Non-Money Market Fund is also required to deposit and
maintain margin when it writes call options on futures
contracts.

Purchasing Put and Call Options

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

6
<PAGE>

Writing Put and Call Options

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

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

Lending of Portfolio Securities

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

Restricted Securities

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

. the frequency of trades and quotes for the security;

7
<PAGE>

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

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

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

Repurchase Agreements

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

Asset Backed Securities

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

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

Reverse Repurchase Agreements

The Money Market and Bond Funds may enter into reverse repurchase agreements.
These transactions are similar to borrowing cash. In a reverse repurchase
agreement a Fund transfers

8
<PAGE>

possession of a portfolio instrument to another person, such as a financial
institution, broker or dealer, in return for a percentage of the instrument's
market value in cash, and agrees that on a stipulated date in the future the
Fund will repurchase the portfolio instrument by remitting the original
consideration plus interest at an agreed upon rate.

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

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

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

Credit Enhancement

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

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

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

The Equity Fund may invest in SPDRS, which are securities that represent
ownership in a unit investment trust (a "UIT") that holds a portfolio of common
stocks designed to track the performance of the Standard & Poor's 500 Composite
Stock Price Index (the "S&P Index"). SPDRS may be obtained from the UIT directly
or purchased in the secondary market. SPDRs are generally listed on the American
Stock Exchange.

The UIT will issue SPDRs in aggregations of 50,000 known as "Creation Units" in
exchange for a "Portfolio Deposit" consisting of (a) a portfolio of securities
substantially similar to the component securities ("Index Securities") of the
S&P Index, (b) a cash payment equal to a pro

9
<PAGE>

rata portion of the dividends accrued on the UIT's portfolio securities since
the last dividend payment by the UIT, net of expenses and liabilities, and (c) a
cash payment or credit ("Balancing Amount") designed to equalize the net asset
value of the S&P Index and the net asset value of a Portfolio Deposit.

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

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

American Depository Receipts ("ADRs")

ADRs are securities, typically issued by a U.S. financial institution (a
"depositary), that evidence ownership interests in a security or a pool of
securities issued by a foreign issuer and deposited with the depositary. ADRs
include American Depositary Shares and New York Shares. Generally, ADRs are
designed for trading in the U.S. securities market. ADRs may be available for
investment through "sponsored" or "unsponsored" facilities. A sponsored facility
is established jointly by the issuer of the security underlying the receipt and
a depositary, whereas an unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's underlying security. The
Equity Fund may invest in ADRs traded on registered exchanges or on NASDAQ and
may also invest in ADRs not traded on an established exchange. While the Fund
typically invests in sponsored ADRs, joint arrangements between the issuer and
the depositary, some ADRs may be unsponsored. Unlike sponsored ADRs, the holders
of unsponsored ADRs bear all expenses and the depositary may not be obligated to
distribute shareholder communications or to pass through the voting rights on
the deposited securities.

Warrants

Warrants are instruments giving holders the right, but not the obligation, to
buy equity or fixed income securities of a company at a given price during a
specific period.

10
<PAGE>

Foreign Securities

Foreign securities may subject a Fund to investment risks that differ in some
respects from those related to investments in obligations of U.S. domestic
issuers. Such risks include future adverse political and economic developments,
the possible imposition of withholding taxes on interest or other income,
possible seizure, nationalization, or expropriation of foreign deposits, the
possible establishment of exchange controls or taxation at the source, greater
fluctuations in value due to changes in exchange rates, or the adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on such obligations. Such investments may also entail
higher custodial fees and sales commissions than domestic investments. Foreign
issuers of securities or obligations are often subject to accounting treatment
and engage in business practices different from those respecting domestic
issuers of similar securities or obligations. Foreign branches of U.S. banks and
foreign banks may be subject to less stringent reserve requirements than those
applicable to domestic branches of U.S.
banks.

Portfolio Turnover

The Equity Fund will not attempt to set or meet a portfolio turnover rate since
any turnover would be incidental to transactions undertaken in an attempt to
achieve the Fund's investment objective. The estimated annual rate of portfolio
turnover will not exceed 100%. For the fiscal year ended October 31, 1997, the
Equity Fund's portfolio turnover rate was 64.68%. For the fiscal years ended
October 31, 1997 and 1996, the Bond Fund's portfolio turnover rates were 69.09%
and 77% respectively.

11
<PAGE>

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

MONEY MARKET FUND

Fundamental Limitations

The following are fundamental investment limitations of the Money Market Fund.
Fundamental investment limitations cannot be changed without shareholder
approval.

Selling Short and Buying on Margin

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

Issuing Senior Securities and Borrowing Money

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

Pledging Assets

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

Concentration of Investments

The Money Market Fund will not invest 25% or more of the value of its total
assets in any one industry except that the Fund will invest 25% of the value of
its total assets in the commercial paper issued by finance companies.

The Fund may invest more than 25% of the value of its total assets in cash or
cash items,

12
<PAGE>

securities issued or guaranteed by the U.S. Government, its agencies, or
instrumentalities, or instruments secured by these money market instruments,
such as repurchase agreements.

Investing in Commodities and Real Estate

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

Investing in Restricted Securities

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

Underwriting

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

Lending Cash or Securities

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

Diversification of Investments

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

Non-Fundamental Limitations
The following limitations may be changed by the Trustees without shareholder
approval. Shareholders will be notified before any material change in these
limitations becomes effective.

13
<PAGE>

Investing in Securities of Other Investment Companies

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

Investing in Illiquid Securities

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

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

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

For purposes of its policies and limitations, the Money Market Fund considers
certificates of deposit and demand and time deposits issued by a U.S. branch of
a domestic bank or savings and loan having capital, surplus, and undivided
profits in excess of $100,000,000 at the time of investment to be "cash items."
For purposes of the Money Market Fund's limitation on industry concentration,
"finance companies" are limited to U.S. banks and U.S. branches of foreign
banks.

THE NON-MONEY MARKET FUNDS

Fundamental Limitations
The following are fundamental limitations of the Equity and Bond Funds.
Fundamental investment limitations cannot be changed without shareholder
approval.

Diversification of Investments

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

Under this limitation, as it relates to the Bond Fund, each governmental
subdivision, including states and the District of Columbia, territories,
possessions of the United States, or their political subdivisions, agencies,
authorities, instrumentalities, or similar entities, will be considered a

14
<PAGE>

separate issuer if its assets and revenues are separate from those of the
governmental body creating it and the security is backed only by its own assets
and revenues.

Buying on Margin

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

Issuing Senior Securities and Borrowing Money

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

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

Pledging Assets

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

Investing in Real Estate

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

15
<PAGE>

Investing in Commodities

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

Underwriting

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

Lending Cash or Securities

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

Selling Short

A Fund will not sell securities short.

Investing in Illiquid Securities

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

Investing in Securities of Other Investment Companies

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

16
<PAGE>

certain expenses such as management fees, and therefore any investment by a Fund
in shares of another investment company would be subject to such customary
expenses.

As of the date of this Statement of Additional Information, an exemptive
application is pending with the Securities and Exchange Commission, which, if
approved, would allow the Non-Money Market Funds to invest in shares of the
Trust's money market funds, including the Money Market Fund. Should the
Non-Money Market Funds invest in shares of the Trust's money market funds, the
Trust's Board of Trustees will determine to what extent, if any, that the
Adviser's advisory fees should be adjusted to reflect the impact of such
investments.

Writing Covered Put and Call Options and Purchasing Put Options

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

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

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

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

17
<PAGE>

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

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

Trustees and Officers of the Trust

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

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

ROBERT A. NESHER (DOB 08/17/46) -- Chairman of the Board of Trustees* --
Currently performs various services on behalf of SEI Investments for which
Mr. Nesher is compensated. Executive Vice President of SEI Investments,
1986-1994. Director and Executive Vice President of the Administrator and
the Distributor, 1981-1994. Trustee of The Advisors' Inner Circle Fund, The
Arbor Fund, Boston 1784 Funds(R), The Expedition Funds, Marquis Funds(R),
Pillar Funds, Rembrandt Funds(R), SEI Asset Allocation Trust, SEI Daily
Income Trust, SEI Index Funds, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI International Trust, SEI Liquid Asset
Trust and SEI Tax Exempt Trust.

JOHN T. COONEY (DOB 01/20/27) -- Trustee** -- Retired since 1992. Formerly
Vice Chairman of Ameritrust Texas N.A.,

18
<PAGE>

1989-1992, and MTrust Corp., 1985-1989. Trustee of The Advisors' Inner
Circle Fund, The Arbor Fund, The Expedition Funds and Marquis Funds(R).

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

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

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

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

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

19
<PAGE>

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

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

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

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

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

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

TODD B. CIPPERMAN (DOB 02/14/66) -- Vice President and Assistant
Secretary --Vice President and Assistant Secretary of SEI Investments, the
Administrator and the Distributor since 1995. Associate, Dewey Ballantine
(law firm) (1994-1995). Associate, Winston & Strawn (law firm) (1991-1994).

JOSEPH M. O'DONNELL (DOB 11/13/54)-- Vice President and Assistant
Secretary--Vice President & Assistant Secretary of the Administrator &
Distributor since 1998. Vice President & General Counsel, FPS Services,
Inc., 1993-1997. Staff Counsel and Secretary, Provident Mutual Family of
Funds, 1990-1993.

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

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

20
<PAGE>

The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for unaffiliated Trustees.

The Board of Trustees was elected at a Shareholder meeting on May 16, 1997
and therefore have not received compensation from the Trust for a full
fiscal year.

==================================================================================================================================
Total
Compensation
From
Registrant
and Fund
Aggregate Pension or Complex*
Compensation From Retirement Estimated Paid to
Registrant for the Benefits Annual Trustees for
Name of Person, Fiscal Period from Accrued as Part Benefits the Fiscal
Position May 16, 1997 to of Fund Upon Period from
October 31, 1997 Expenses Retirement May 16, 1997
to
October 31,
1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Cooney $1426 N/A N/A $1426 for
services on 1
board
- ----------------------------------------------------------------------------------------------------------------------------------
Frank E. Morris $1426 N/A N/A $1426 for
services on 1
board
- ----------------------------------------------------------------------------------------------------------------------------------
Robert Patterson $1426 N/A N/A $1426 for
services on 1
board
- ----------------------------------------------------------------------------------------------------------------------------------
Eugene B. Peters $1426 N/A N/A $1426 for
services on 1
board
- ----------------------------------------------------------------------------------------------------------------------------------
James M. Storey, Esq. $1426 N/A N/A $1426 for
services on 1
board
- ----------------------------------------------------------------------------------------------------------------------------------
William M. Doran, Esq. N/A N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Robert A. Nesher N/A N/A N/A N/A
==================================================================================================================================
</TABLE>

*The Trust is the only investment company in the "Fund Complex."

Officers and Trustees own less than 1% of the Trust's outstanding shares.

Trustee Liability

The Trust's Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law. However, they are
not protected against any

21
<PAGE>

liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.

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

Adviser to the Funds

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

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

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

Advisory Fees

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

For the fiscal years ended October 31, 1995, 1996 and 1997, the Funds paid
the following advisory fees:
<TABLE>
<CAPTION>

==================================================================================================================================
Fund Fees Paid Fee Waivers
---------------------------------------------------------------------------------------------------------
1995 1996 1997 1995 1996 1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Money Market $779,414 $646,650 $490,590 $188,477 $0 $166,107
Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Bond Fund $434,754 $411,493 $478,461 $179,019 $137,165 $68,168

- ---------------------------------------------------------------------------------------------------------------------------------
Equity Fund * * $691,952 * * $0
==================================================================================================================================
</TABLE>

* An asterisk indicates that the Fund had not commenced operations as of
the period indicated.

22
<PAGE>

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

When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the order
at a favorable price. In working with dealers, the Adviser will generally
use those who are recognized dealers in specific portfolio instruments,
except when a better price and execution of the order can be obtained
elsewhere. The Adviser makes decisions on portfolio transactions and
selects brokers and dealers subject to guidelines established by the
Trustees. The Adviser may select brokers and dealers who offer brokerage
and research services. These services may be furnished directly to the
Funds or to the Adviser and may include: advice as to the advisability of
investing in securities; security analysis and reports; economic studies;
industry studies; receipt of quotations for portfolio evaluations; and
similar services. Research services provided by brokers and dealers may be
used by the Adviser or its affiliates in advising the Funds and other
accounts. To the extent that receipt of these services may supplant
services for which the Adviser or its affiliates might otherwise have paid,
it would tend to reduce their expenses. The Adviser and its affiliates
exercise reasonable business judgment in selecting brokers who offer
brokerage and research services to execute securities transactions. They
determine in good faith that commissions charged by such persons are
reasonable in relationship to the value of the brokerage and research
services provided. Although investment decisions for the Funds are made
independently from those of the other accounts managed by the Adviser,
investments of the type the Funds may make may also be made by those other
accounts. When a Fund and one or more other accounts managed by the Adviser
are prepared to invest in, or desire to dispose of, the same security,
available investments or opportunities for sales will be allocated in a
manner believed by the Adviser to be equitable to each. In some cases, this
procedure may adversely affect the price paid or received by a Fund or the
size of the position obtained or disposed of by the Fund. In other cases,
however, it is believed that coordination and the ability to participate in
volume transactions will be to the benefit of the Fund.

For the fiscal year ended October 31, 1997, the following commissions were
paid on brokerage transactions, pursuant to an agreement or understanding,
to brokers because of research services provided by the brokers:
<TABLE>
<CAPTION>

==================================================================================================================================
Fund Total Dollar Amount of Total Dollar Amount of Transactions
Brokerage Commissions Involving Directed Brokerage
for Research Services Commissions for Research Services
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Money Market Fund $0 $0
- ----------------------------------------------------------------------------------------------------------------------------------
Bond Fund $0 $0
- ----------------------------------------------------------------------------------------------------------------------------------
Equity Fund $259,247 $245,107,815
==================================================================================================================================
</TABLE>

23
<PAGE>

For the fiscal years indicated, the Funds paid the following brokerage
commissions:
<TABLE>
<CAPTION>

====================================================================================================================================

% of Total % of Total
Total $ Amount of Brokerage Brokerage Brokerage
Fund Total $ Amount of Brokerage Commissions Paid to Affiliated Commissions Paid Transactions
Commissions Paid Brokers to the Affiliated Effected Through
Brokers Affiliated Brokers

------------------------------------------------------------------------------------------------------
1995 1996 1997 1995 1996 1997 1997 1997
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money Market Fund N/A N/A N/A N/A N/A N/A N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------

Bond Fund N/A N/A N/A N/A N/A N/A N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------

Equity Fund * * $332,823 * * $0 0 0
====================================================================================================================================

</TABLE>

* An asterisk indicates that the Fund had not commenced operations as of
the period indicated.

"Regular brokers or dealers" of the Trust are the ten brokers or dealers
that, during the most recent fiscal year, (i) received the greatest dollar
amounts of brokerage commissions from the Trust's portfolio transactions,
(ii) engaged as principal in the largest dollar amounts of portfolio
transactions of the Trust, or (iii) sold the largest dollar amounts of the
Trust's shares. At October 31, 1997, the following Funds held securities of
the Trust's "regular brokers or dealers" as follows: the Bond Fund held
repurchase agreements valued at $1,159,000 at the fiscal year end with
Merrill Lynch; the Equity Fund held repurchase agreements valued at
$3,146,000 with Merrill Lynch at the fiscal year end; and the Money Market
Fund held repurchase agreements valued at $16,918,000 with Merrill Lynch at
the fiscal year end.

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

Fund Administration

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

The Administrator, a Delaware business trust, has its principal business
offices at Oaks, Pennsylvania 19456. SEI Investments Management Corporation
("SIMC"), a wholly-owned subsidiary of SEI Investments, is the owner of
all
24

<PAGE>

beneficial interests in the Administrator. SEI Investments and its
subsidiaries and affiliates, including the Administrator, are leading
providers of funds evaluation services, trust accounting systems, and
brokerage and information services to financial institutions, institutional
investors, and money managers. The Administrator and its affiliates also
serve as administrator or sub-administrator to the following other mutual
funds: The Achievement Funds Trust, The Advisors' Inner Circle Fund, The
Arbor Fund, ARK Funds, Bishop Street Funds, Boston 1784 Funds(R),
CoreFunds, Inc., CrestFunds, Inc., CUFUND, FMB Funds, Inc., First American
Funds, Inc., First American Investment Funds, Inc., First American Strategy
Funds, Inc., HighMark Funds, Marquis Funds(R), Monitor Funds, Morgan
Grenfell Investment Trust, PBHG Funds, Inc., The PBHG Insurance Series
Fund, Inc., The Pillar Funds, Santa Barbara Group of Mutual Funds, Inc.,
SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
International Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI
Classic Funds, STI Classic Variable Trust, and TIP Funds.

For the fiscal year ended October 31, 1997, the Administrator (since June
9, 1997) earned $149,922, $96,779 and $186,608 for the Money Market, Bond
Fund and the Equity Fund, respectively, of which $37,808, $0 and $0 were
voluntarily waived. Federated Administrative Services, a subsidiary of
Federated Investors, previously provided administrative personnel and
services to the Money Market and Bond Funds. For the fiscal years ended
October 31, 1997 (until June 9, 1997), 1996 and 1995, the Money Market Fund
incurred $162,059, $230,264 and $271,773, respectively, for administrative
services, on which there were no voluntary fee waivers. For the fiscal
years ended October 31, 1997 (until June 9, 1997), 1996 and 1995, the Bond
Fund incurred $62, 443, $78,143 and $80,898, respectively, for
administrative services, on which there were no voluntary fee waivers.

Distributor

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned
subsidiary of SEI Investments, and the Trust are parties to a distribution
agreement (the "Distribution Agreement") which applies to each Fund's
classes of shares.

The Non-Money Market Funds imposed a front-end sales charge upon their
Investment Shares in the amounts shown for the fiscal years ended October
31, 1995, 1996 and 1997:

25
<PAGE>

==================================================================================================================================
Fund Dollar Amount of Loads Dollar Amount of Loads
Retained by SEI Investments
------------------------------------------------------------------------------------------------------
1995 1996 1997 1995 1996 1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bond Fund N/A N/A **$1,431 N/A N/A $0
- ----------------------------------------------------------------------------------------------------------------------------------
Equity Fund * * $0 * * $0
==================================================================================================================================
</TABLE>

* An asterisk indicates that the Fund had not commenced operations as of
the periods indicated.
** Since 6/9/97

Custodian

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

Transfer Agent and Servicing Agent

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

Independent Auditors

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

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

Shares are sold at their net asset value with any applicable sales charge
on days when the New York Stock Exchange (the "NYSE") is open for business
and, with respect to the Money Market Fund, days when both the NYSE and the
Federal Reserve are open for business, except for federal or state holidays
restricting wire transfers. The procedures for purchasing shares of the
Funds is explained in the appropriate prospectus under (i) "Investing in
Shares" for the Non-Money Market Funds; "Investing in Investment Shares"
for the Investment Shares of the Money Market Fund; and "Investing in
Institutional Shares" for the Institutional Shares of the Money Market
Fund.

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

26
<PAGE>

Distribution and Shareholder Services Plans

The Trust has adopted a Plan for the Investment Shares of the Non-Money
Market Funds pursuant to Rule 12b-1 (the "12b-1 Plan") which was
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. The 12b-1 Plan provides for payment of fees to finance
any activity which is principally intended to result in the sale of a
Fund's shares subject to the 12b-1 Plan. Such activities may include the
advertising and marketing of shares; preparing, printing and distributing
prospectuses and sales literature to prospective shareholders, brokers or
administrators; and implementing and operating the 12b-1 Plan. Pursuant to
the 12b-1 Plan, the Distributor may pay fees to brokers for distribution
and administrative services and to administrators for administrative
services as to shares.

With respect to the Investment Service Shares of the Money Market Fund, the
Trust has adopted a Shareholder Service Plan (the "Service Plan"). Pursuant
to the Service Plan, the Distributor may pay fees to administrators for
administrative services as to Shares.

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

The Trustees expect that the adoption of the 12b-1 Plan will result in the
sale of a sufficient number of shares so as to allow the Non-Money Market
Funds to achieve economic viability. It is also anticipated that an
increase in the size of a Fund will facilitate more efficient portfolio
management and assist the Fund in seeking to achieve its investment
objective.

For the fiscal year ended October 31, 1997, brokers and administrators
(financial institutions) were entitled to receive fees from the Bond Fund
in the amount of $89,000, of which $89,000 were voluntarily waived,
pursuant to the 12b-1 Plan. For the fiscal year ended October 31, 1997, the
Investment Shares of the Non-Money Market Funds incurred the following
distribution expenses:

27
<PAGE>

==================================================================================================================================
Total Total
Distribution Distribution Sales Printing Other
Fund Expenses Expenses Expenses Costs Costs
(as a % of
net assets)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Bond Fund N/A .00%* N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Equity Fund** N/A .25% N/A N/A N/A
==================================================================================================================================
</TABLE>

* Reflects voluntary fee waiver in effect for the period indicated.
** Investment Shares of the Fund had not commenced operations as of the
period indicated.

Prior to June 9, 1997, the Money Market Fund's Investment Shares had a Rule
12b-1 plan. For the period November 1, 1996 through June 9, 1997, brokers
and administrators (financial institutions) were entitled to receive fees
from the Money Market Fund's in the amount of $44,000 of which $14,000 were
voluntarily waived, pursuant to the prior 12b- 1 plan. For the fiscal year
ended October 31, 1997, the Investment Service Shares of the Money Market
Fund were subject to shareholder servicing fees for which the Money Market
Fund paid under its Service Plan of $143,000, of which $0 was voluntarily
waived.

Conversion to Federal Funds

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

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

MONEY MARKET FUND

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

Use of the Amortized Cost Method

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

28
<PAGE>

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

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

Monitoring Procedures

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

Investment Restrictions

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

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

The Money Market Fund may attempt to increase yield by trading portfolio
securities to take advantage of short-term market variations. Under the
amortized cost method of

29
<PAGE>

valuation, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio.

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

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

NON-MONEY MARKET FUNDS

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

Determining Market Value of Securities

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

. as provided by an independent pricing service;

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

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

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

. yield;

. quality;

30
<PAGE>

. coupon rate;

. maturity;

. type of issue;

. trading characteristics; and

. other market data.

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

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

Each Fund redeems shares at the next computed net asset value after the
Transfer Agent receives the redemption request. Redemption procedures are
explained in the Money Market Fund's prospectuses under "Redeeming
Investment Service Shares" and "Redeeming Institutional Shares," as
appropriate, and in the Non-Money Market Fund's prospectus under "Redeeming
Shares." Although the Transfer Agent does not charge for telephone
redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.

Redemption in Kind

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

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

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

31
<PAGE>

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

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

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

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

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

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

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

. invest in securities within certain statutory limits; and

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

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

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

32
<PAGE>

Capital Gains

Shareholders will pay federal tax at capital gains rates on long-term
capital gains, if any, distributed to them regardless of how long they
have held the Fund shares. The Money Market Fund generally does not
expect to realize net long-term capital gains. Capital gains, if any,
will be distributed at least once every 12 months.

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

As of January 16, 1998, the following persons were the only persons who
were record holders of 5% or more of the shares of the Money Market Fund:
Compass Bank, Attn: Trust Oper. 3rd Level S, P.O. Box 10566, Birmingham, AL
35296-0001, 78.29% (Investment Service Shares) Compass Bank, Attn: Trust
Oper. 3rd Level S, P.O. Box 10566, Birmingham, AL 35296-0001, 100%
(Institutional Shares);

As of January 16, 1998, the following persons were the only persons who
were record holders of 5% or more of the shares of the Bond Fund: Blue
Cross Blue Shield of Alabama, P.O. Box 995, Birmingham, Alabama, 35.67%
(Investment Shares); Compass Bank, Attn: Trust Oper. 3rd Level S, P.O. Box
10566, Birmingham, AL 35296-0001, 100% (Institutional Shares).

As of January 16, 1998, the following persons were the only persons who
were record holders of 5% or more of the shares of the Equity Fund: BSC as
Service Agent for DXP Enterprises Inc., 1375 PeachTree St. STE 300,
Atlanta, GA 30309-3112, 52.60% and BSC as Service Agent for TEE Jay
Manufacturing Co., 1375 Peachtree St. STE 300, Atlanta, GA 30309-3112,
47.27% (Investment Shares); Compass Bank, Attn: Trust Oper. 3rd Level S,
P.O. Box 10566, Birmingham, AL 35296-0001, 99.56% (Institutional Shares).

33
<PAGE>

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

The average total returns for the Funds from inception through October 31,
1997 were as follows:
<TABLE>
<CAPTION>
====================================================================================================================
Fund Class/(1)/ Average Annual Total Return
====================================================
One Year Five Ten Since
Years Years Inception*
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Money Market Institutional Shares N/A N/A N/A **5.26
Fund ----------------------------------------------------------------------------------------
Investment Service Shares 4.97 4.30 N/A 4.90
- --------------------------------------------------------------------------------------------------------------------
Bond Fund Institutional Shares N/A N/A N/A **9.58
----------------------------------------------------------------------------------------
Investment Shares (no load) 6.41 5.31 N/A 5.94
----------------------------------------------------------------------------------------
Investment Shares (load) 2.13 4.45 N/A 5.15
- --------------------------------------------------------------------------------------------------------------------
Institutional Shares N/A N/A N/A **7.89
Equity Fund ----------------------------------------------------------------------------------------
Investment Shares (no load) N/A N/A N/A N/A
----------------------------------------------------------------------------------------
Investment Shares (load) N/A N/A N/A N/A
====================================================================================================================
</TABLE>
* Institutional Shares of the Money Market Fund were initially offered to
the public on June 9, 1997. Investment Service Shares (formerly, Trust
Shares) of the Money Market Fund were initially offered to the public on
February 5, 1990. Prior to June 9, 1997, Investment Service Shares (Trust
Shares) of the Money Market Fund were not subject to Rule 12b-1 or
shareholder servicing fees. Investment Shares of the Bond Fund were
initially offered to the public on April 20, 1992. Institutional Shares of
the Bond Fund and Institutional Shares of the Equity Fund were initially
offered to the public on June 13, 1997. Investment Shares of the Equity
Fund were not offered to the public during the fiscal year ended October
31, 1997.

** Annualized.

The average annual total return for a Fund is the average compounded rate
of return for a given period that would equate a $1,000 initial investment
to the ending redeemable value of that investment. The ending redeemable
value is computed by multiplying the number of shares owned at the end of
the period by the offering price per share at the end of the period. The
number of shares owned at the end of the period is based on the number of
shares purchased at the beginning of the period with $1,000, less any
applicable sales charge, adjusted over the period by any additional shares,
assuming the monthly reinvestment of all dividends and distributions. Total
return may also be shown without giving effect to any sales charge.

34
<PAGE>

Yield
---------------------------------------------------------------------------
MONEY MARKET FUND

The yield for the Institutional Shares of the Money Market Fund for the
seven-day period ended October 31, 1997 was 5.25%. The yield for the
Investment Services Shares for the same period was 5.00%.

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

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

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

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

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

THE BOND FUND

The Bond Fund's yield for the thirty-day period ended October 31, 1997 was
as follows: Institutional Shares 5.04% and Investment Shares 4.83%.

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

35
<PAGE>

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

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

The effective yield for Investment Service Shares of the Money Market Fund
for the seven-day period ended October 31, 1997 was 5.12%. The effective
yield for the Institutional Shares of the Money Market Fund for the same
period was 5.38%.

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

. adding 1 to the base period return;

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

. subtracting 1 from the result.

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

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

. portfolio quality;

. average portfolio maturity;

. type of instruments in which the portfolio is invested;

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

. changes in the Fund's (or class's) expenses;

. the relative amount of Fund cash flow; and

. various other factors.

A Fund's performance fluctuates on a daily basis largely because net
earnings and, with respect to the Non-Money Market Funds, because their
offering price per share fluctuate

36
<PAGE>

daily. Both net earnings and offering price per share are factors in the
computation of yield and total return.

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

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

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

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

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

. Lehman Brothers Intermediate Government/Corporate Bond Index is an
unmanaged index comprised of all approximately 5,000 issues which
include: non-convertible bonds publicly issued by the U.S.
Government or its agencies; corporate bonds guaranteed by the U.S.
Government and quasi-federal corporations; and publicly issued,
fixed-rate, non-convertible domestic bonds of companies in industry,
public utilities, and finance with maturities between 1 and

37
<PAGE>

9.99 years. Total return is based on price appreciation/depreciation
and income as a percentage of the original investment. Indices are
rebalanced monthly by market capitalization.

. Lipper Growth & Income Fund Index is a net asset value weighted
index of the 30 largest funds with a growth and income investment
objective. It is calculated daily with adjustments for income
dividends and capital gains distribution as of the ex-dividend
dates.

. Lipper Money Market Instrument Fund Index is a net asset value
weighted index of the 10 largest funds with a money market
investment objective. It is calculated daily with adjustments for
income dividends and capital gains distribution as of the ex-
dividend dates.

. Lipper Short-Intermediate Government Fund Index is a net asset value
weighted index of the 10 largest funds with a short-intermediate
government investment objective. It is calculated daily with
adjustments for income dividends and capital gains distribution as
of the ex-dividend dates.

. Lipper Short-Intermediate Corporate Fund Index is a net asset value
weighted index of the 10 largest funds with a short-intermediate
corporate investment objective. It is calculated daily with
adjustments for income dividends and capital gains distribution as
of the ex-dividend dates.

. S & P Small Cap 600 Index -- a capitalization-weighted index of 600
domestic stocks having market capitalizations which reside within
the 50th and the 83rd percentiles of the market capitalization of
the entire stock market, chosen for certain liquidity
characteristics and for industry representation.

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

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

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

. S&P 1500 Index is a combination of the S&P 500, the S&P Mid Cap 400
Index, and the S&P Small Cap 600 Index, it calculates a composite
index based on those 1500 issues.

. Consumer Price Index ("CPI" or "Cost of Living index"), published by
the U.S. Bureau of Labor Statistics -- a statistical measure of
change, over time, in the price of goods and services in major
expenditure groups.

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

38
<PAGE>

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

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

Economic and Market Information

Advertising and sales literature for a Fund may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on
these developments by Fund portfolio managers and their views and analysis
on how such developments could affect the Fund. In addition, advertising
and sales literature may quote statistics and give general information
about the mutual fund industry, including the growth of the industry, from
sources such as the Investment Company Institute ("ICI"). For example,
according to the ICI, more than 63 million individuals are pursuing their
financial goals through mutual funds. These investors, as well as
businesses and institutions, have entrusted over $3.5 trillion to the 6,368
mutual funds available.

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

The financial statements of the Funds for the fiscal year ended October 31,
1997, including notes thereto and the report of Deloitte & Touche LLP
thereon are herein incorporated by reference. A copy of the 1997 Annual
Report to Shareholders must accompany the delivery of this Statement of
Additional Information.

39
<PAGE>

PART C: OTHER INFORMATION

Item 24. Financial Statements and Exhibits:

(a) Financial Statements:

(1) Part A -- Financial Highlights
(2) Part B --

The following financial statements for The Expedition
Bond Fund, The Expedition Equity Fund, and The
Expedition Money Market Fund for the fiscal year ended
October 31, 1997, are incorporated by reference into the
Statement of Additional Information from form N-30D
filed on December 30th, 1997 with Accession Number
0000935069-97-000224:
Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Independent Auditor's Report

(b) Additional Exhibits:

(1) Declaration of Trust is incorporated herein by reference to
Registrant's Post-Effective Amendment No. 22 on Form N-1A (File
No. 33-30950) filed with the Securities and Exchange Commission
("SEC") on December 29, 1995.
(1)(a) Amendment No. 1 to Declaration of Trust is incorporated herein by
reference as Exhibit (1)(i) to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A (File No. 33-30950) filed with the
SEC on November 16, 1989.
(1)(b) Amendment No. 2 to Declaration of Trust is incorporated herein by
reference as Exhibit (1)(ii) to Registrant's Post-Effective
Amendment No. 1 on Form N-1A (File No. 33-30950) filed with the
SEC on May 21, 1990.
(1)(c) Amendment Nos. 3, 4, and 5 to Declaration of Trust are
incorporated herein by reference as Exhibit (1)(iii) to
Registrant's Post-Effective Amendment No. 3 on Form N-1A (File
No. 33-30950) filed with the SEC on September 11, 1991.
(1)(d) Amendment No. 6 to Declaration of Trust is incorporated herein by
reference as Exhibit (1)(iv) to Registrant's Post-Effective
Amendment No. 5 on Form N-1A (File No. 33-30950) filed with the
SEC on February 14, 1992.
(1)(e) Amendment No. 7 to Declaration of Trust is incorporated herein by
reference as Exhibit (1)(v) to Registrant's Post-Effective
Amendment No. 8 on Form N-1A (File No. 33-30950) filed with the
SEC on September 28, 1992.
(1)(f) Amendment Nos. 8 and 9 to Declaration of Trust are incorporated
herein by reference as Exhibit (1)(vi) to Registrant's Post-
Effective Amendment No. 22 on Form N-1A (File No. 33-30950) filed
with the SEC on December 29, 1995.

vii
<PAGE>

(1)(g) Amendment No. 10 to Declaration of Trust is incorporated herein
by reference to Registrant's Post-Effective Amendment No. 26 on
form N-1A filed with the SEC on June 4, 1997.
(1)(h) Amendment No. 12 is incorporated herein by reference as Exhibit
(1)(h) to Registrants Post-Effective Amendment No. 28 on Form N-
1A (File No. 33-30950) filed with the SEC on January 15, 1998.
(1)(i) Amendment No. 13 is incorporated herein by reference as Exhibit
(1)(i) to Registrants Post-Effective Amendment No. 28 on Form N-
1A (File No. 33-30950) filed with the SEC on January 15, 1998.
(1)(j) Form of Amendment No. 14 is incorporated herein by reference as
Exhibit (1)(j) to Registrants Post-Effective Amendment No. 28 on
Form N-1A (File No. 33-30950) filed with the SEC on January 15,
1998.
(2) By-Laws are incorporated herein by reference to Registrant's
Post-Effective Amendment No. 22 on Form N-1A (File No. 33-30950)
filed with the SEC on December 29, 1995.
(3) Not Applicable
(4) Specimen Certificate for Shares of Beneficial Interest of The
Starburst Government Income Fund is incorporated herein by
reference as Exhibit (4)(i) to Registrant's Post-Effective
Amendment No. 22 on Form N-1A (File No. 33-30950) filed with the
SEC on December 29, 1995.
(4)(a) Specimen Certificate for Shares of Beneficial Interest of The
Starburst Government Money Market Fund-Investment Shares is
incorporated herein by reference as Exhibit (4)(ii) to
Registrant's Post-Effective Amendment No. 22 on Form N-1A (File
No. 33-30950) filed with the SEC on December 29, 1995.
(4)(b) Specimen Certificate for Shares of Beneficial Interest of The
Starburst Government Money Market Fund-Trust Shares is
incorporated herein by reference as Exhibit (4)(iii) to
Registrant's Post-Effective Amendment No. 22 on Form N-1A (File
No. 33-30950) filed with the SEC on December 29, 1995.
(4)(c) Specimen Certificate for Shares of Beneficial Interest of The
Starburst Money Market Fund-Investment Shares is incorporated
herein by reference as Exhibit (4)(iv) to Registrant's Post-
Effective Amendment No. 22 on Form N-1A (File No. 33-30950)
filed with the SEC on December 29, 1995.
(4)(d) Specimen Certificate for Shares of Beneficial Interest of The
Starburst Money Market Fund-Trust Shares is incorporated herein
by reference as Exhibit (4)(v) to Registrant's Post-Effective
Amendment No. 22 on Form N-1A (File No. 33-30950) filed with the
SEC on December 29, 1995.
(5) Investment Advisory Contract of the Registrant through and
including Exhibit D is incorporated herein by reference as
Exhibit (5)(i) to Registrant's Post-Effective Amendment No. 22 on
Form N-1A (File No. 33-30950) filed with the SEC on December 29,
1995.
(5)(a) Investment Management Contract of the Registrant through and
including Exhibit A is incorporated herein by reference as
Exhibit (5)(ii) to Registrant's Post-Effective

viii
<PAGE>

Amendment No. 22 on Form N-1A (File No. 33-30950) filed with the
SEC on December 29, 1995.
(5)(b) Exhibit E to the Investment Advisory Contract of the Registrant
relating to The Expedition Equity Fund is filed herewith.
(5)(c) Form of Exhibit F to the Investment Advisory Contract of the
Registrant relating to The Expedition Tax-Free Money Market Fund
is incorporated herein by reference as Exhibit (5)(c) to
Registrants Post-Effective Amendment No. 28 on Form N-1A (File
No. 33-30950) filed with the SEC on January 15, 1998.
(6) Distributor's Contract of the Registrant through and including
Exhibit F is incorporated herein by reference to Registrant's
Post-Effective Amendment No. 22 on Form N-1A (File No. 33-30950)
filed with the SEC on December 29, 1995.
(6)(a) Distribution Agreement with SEI Investments Distribution Co. is
filed herewith.
(7) Not applicable
(8) Custodian Agreement of the Registrant is incorporated herein by
reference to Registrant's Post-Effective Amendment No. 22 on Form
N-1A (File No. 33-30950) filed with the SEC on December 29, 1995.
(9) Agreement for Fund Accounting, Shareholder Record keeping, and
Custody Services Procurement is incorporated herein by reference
as Exhibit (9)(i) to Registrant's Post-Effective Amendment No. 20
on Form N-1A (File No. 33-30950) filed with the SEC on December
28, 1994.
(9)(a) Sales Agreement with Federated Securities Corp. is incorporated
herein by reference as Exhibit (9)(ii) to Registrant's Post-
Effective Amendment No. 17 on Form N-1A (File No. 33-30950) filed
with the SEC on August 3, 1994.
(9)(b) Electronic Communications and Record keeping Agreement is
incorporated herein by reference as Exhibit (9)(iii) to
Registrant's Post-Effective Amendment No. 17 on Form N-1A (File
No. 33-30950) filed with the SEC on August 3, 1994.
(9)(c) Administration Agreement with SEI Fund Resources is filed
herewith.
(9)(d) Shareholder Service Plan and Agreement as it relates to the
Investment Service Shares is filed herewith.
(10) Opinion and Consent of Counsel is incorporated herein by
reference to Registrant's Post-Effective Amendment No. 20 on Form
N-1A (File No. 33-30950) filed with the SEC on December 28, 1994.
(11) Consent of the Independent Auditors is filed herewith.
(12) Not applicable.
(13) Initial Capital Understanding is incorporated herein by reference
to Registrant's Pre-Effective Amendment No. 1 on Form N-1A (File
No. 33-30950) filed with the SEC on November 16, 1989.
(14) Not applicable.
(15) Distribution Plan through and including Exhibit G is incorporated
herein by reference as Exhibit (15)(i) to Registrant's Post-
Effective Amendment No. 22 on Form N-1A (File No. 33-30950) filed
with the SEC on December 29, 1995.

ix
<PAGE>

(15)(a) Form of 12b-1 Agreement is incorporated herein by reference as
Exhibit (15)(ii) to Registrant's Post-Effective Amendment No. 24
on Form N-1A (File No. 33-30950) filed with the SEC on December
27, 1996.
(15)(b) Form of Amended and Restated Distribution Plan is incorporated
herein by reference to Registrant's Post-Effective Amendment No.
26 on form N-1A filed with the SEC on June 4, 1997.
(16) Schedule of Computation of Fund Performance for The Starburst
Government Income Fund is incorporated herein by reference as
Exhibit (16)(i) to Registrant's Post-Effective Amendment No. 22
on Form N-1A (File No. 33-30950) filed with the SEC on December
29, 1995.
(16)(a) Schedule of Computation of Fund Performance for The Starburst
Government Money Market Fund is incorporated herein by reference
as Exhibit (16)(ii) to Registrant's Post-Effective Amendment No.
22 on Form N-1A (File No. 33-30950) filed with the SEC on
December 29, 1995.
(16)(b) Schedule of Computation of Fund Performance for The Starburst
Money Market Fund is incorporated herein by reference as Exhibit
(16)(iii) to Registrant's Post- Effective Amendment No. 22 on
Form N-1A (File No. 33-30950) filed with the SEC on December 29,
1995.
(17) Financial Data Schedules are filed herewith.
(18) Multiple Class Plan of the Registrant is incorporated herein by
reference to Registrant's Post-Effective Amendment No. 24 on Form
N-1A (File No. 33-30950) filed with the SEC on December 27, 1996.
(18)(a) Rule 18f-3 Multiple Class Plan of April, 1997 is incorporated
herein by reference to Registrant's Post-Effective Amendment No.
26 on form N-1A filed with the SEC on June 4, 1997.
(24) Powers of Attorney for Dr. Robert A. Patterson, Eugene B. Peters,
Frank E. Morris, Robert A. Nesher, William M. Doran, James M.
Storey, John T. Cooney, David G. Lee and Robert J. DellaCroce are
filed herewith.

Item 25. Persons Controlled by or Under Common Control with Registrant

See the Prospectus and Statement of Additional Information regarding
the Trust's control relationships. The Administrator is a subsidiary of SEI
Investments Company which also controls the distributor of the Registrant (SEI
Investments Distribution Co.) and other corporations engaged in providing
various financial and record keeping services, primarily to bank trust
departments, pension plan sponsors and investment managers.

x
<PAGE>

Item 26. Number of Holders of Securities:

As of January 16, 1998:
<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
- -------------- --------------
<S> <C>
Units of beneficial interest, without par value--
Money Market Fund - Institutional Shares................................05
Money Market Fund - Investment Shares...................................545
Equity Fund - Institutional Shares......................................09
Equity Fund - Investment Shares.........................................09
Bond Fund - Institutional Shares........................................07
Bond Fund - Investment Shares...........................................973
</TABLE>

Item 27. Indemnification:

Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 2 on Form N-1A filed May 23, 1990. (File No. 33-30950).

Item 28. Business and Other Connections of Investment Adviser:

For a description of the other business of Compass Bank, the investment adviser,
see the section entitled "Management of the Fund" in Part A.

The Executive Officers of the investment adviser are:
<TABLE>
<CAPTION>
Other Substantial
Business, Profession,
Name Position with the Adviser Vocation, Employment
- ---- ------------------------- --------------------
<S> <C> <C>
D. Paul Jones, Jr. Chairman, President, Chairman, Chief Executive
Chief Executive Officer, Officer, Treasurer and
Treasurer and Director Director of Compass
Bancshares, Inc.; Director of
Golden Enterprises, Inc.
(snack food and metal
fastener production and
distribution), the principal
business address of which is
110 South Sixth Street,
Birmingham, Alabama
35205
</TABLE>

xi
<PAGE>

<TABLE>

<S> <C> <C>
E. Lee Harris, Jr. Executive Vice President,
Executive Officer,
Human Resources

Garrett R. Hegel Chief Financial Officer Chief Financial Officer of
Compass Bancshares, Inc.

Jerry W. Powell General Counsel and General Counsel of Compass
Secretary Bancshares, Inc.

G. Ray Stone Senior Executive Vice President, Chief Credit
Policy Officer

Byrd Williams Group Executive Vice Executive Vice President of
President, Chief Retail Compass Bancshares, Inc.
Banking Executive

Michael A. Bean Executive Vice President,
Controller

Christina L. Boles Executive Vice President,
Asset and Liability
Management

Eugene C. Boles Executive Vice President,
Loan Administration

Ralph H. Cassell Executive Vice President,
Regional Executive,
Community Banking

D. Stevenson Ferguson, Jr. Executive Vice President,
Asset Management

James G. Heslop Executive Vice President,
Metro Alabama, Retail
Banking

Thomas E. Lazenby Executive Vice President,
Consumer Finance

Robert S. McKean Executive Vice President,
Regional Executive,
Community Banking

John C. Neiman Executive Vice President,
National Industries
</TABLE>

xii
<PAGE>

<TABLE>

<S> <C>
Dewey A. White, III Executive Vice President,
Correspondent and
Investment Services

David N. Wright Executive Vice President,
Southern Region Executive
</TABLE>

The business address for each of the above-listed persons is 15 South 20th
Street, Birmingham, Alabama 35233.

The principal business address of Compass Bank, Compass Bancshares, Inc. and
Compass Bancshares Insurance, Inc. is 15 South 20th Street, Birmingham, Alabama
35233.

<TABLE>

Directors:
<S> <C>
Name Other Substantial Business, Profession Vocation or Employment
- -------------------------------------------------------------------------------------------

Charles W. Daniel President, Dantract, Inc. (real estate investments), Suite 100, 200
Office Park Drive, Birmingham, Alabama 35223.

William Eugene Davenport President and Chief Operating Officer of Russell Lands, Inc. (real
estate development), 1 Willowpoint Road, Alexander City,
Alabama 35010.

Marshall Durbin, Jr. President of Marshall Durbin & Company, Inc. (poultry
processing), 3125 Independence Drive, Birmingham, Alabama
35209.

Tranum Fitzpatrick Chairman of Guilford Company,Inc. (real estate development),
President of Guilford Capital (real estate investment) and
President of Empire-Rouse (real estate development) 2600 East
South Boulevard, Montgomery, Alabama 36116.

George W. Hansberry, M.D. Decatur General Hospital (medical services provider) P.O. Box
2239, Decatur, Alabama 35609-2239 and Parkway Medical
Center (medical services provider) P.O. Box 2211, Decatur,
Alabama 35609-2211.

D. Paul Jones, Jr. Chairman, Chief Executive Officer and Treasurer of Compass
Bancshares, Inc. and Compass Bank; President of Compass
Bank; Director of Golden Enterprises, Inc. (snack food
</TABLE>
xiii
<PAGE>

<TABLE>

<S> <C>
distribution), 110 South Sixth Street, Birmingham, Alabama
35205.

Goodwin L. Myrick President and Chairman, Alabama Farmers Federation, ALFA
Corporation, ALFA Insurance Companies and ALFA Services,
Inc. (agriculture and insurance), the principal address of each of
which is 2108 East South Boulevard, Montgomery, Alabama
36116.

John S. Stein President and Chief Executive Officer of Golden Foods, Inc.
(snack food distribution), 110 South Sixth Street, Birmingham,
Alabama 35205.
</TABLE>

All of the members of the Compass Bank Board of Directors are also members of
the Board of Directors of Compass Bancshares, Inc.

Item 29. Principal Underwriters:

(a) Furnish the name of each investment company (other than the
Registrant) for which each principal underwriter currently distributing
the securities of the Registrant also acts as a principal underwriter,
distributor or investment adviser.

Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:
<TABLE>
<CAPTION>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds(R) June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds(R) August 17, 1993
</TABLE>
xiv
<PAGE>

<TABLE>
<S> <C>
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997

</TABLE>

The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These
services include portfolio evaluation, performance measurement and
consulting services ("Funds Evaluation") and automated execution,
clearing and settlement of securities transactions ("MarketLink").

(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is Oaks, PA 19456.

Position and Offices Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --
Henry H. Greer Director, President & Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice President
& President-Investment Advisory Group --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President, President-Investment
Services Division --
Dennis J. McGonigle Executive Vice President --
</TABLE>

xv
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
David G. Lee Senior Vice President President & Chief Executive Officer
Jack May Senior Vice President --
A. Keith McDowell Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel &
Secretary Vice President & Assistant Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Robert Aller Vice President --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President & Assistant Secretary
Robert Crudup Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Vic Galef Vice President & Managing Director --
Kathy Heilig Vice President & Treasurer --
Michael Kantor Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Mark Nagle Vice President --
Joanne Nelson Vice President --
Sandra K. Orlow Vice President & Assistant Secretary Vice President & Assistant Secretary
Cynthia M. Parrish Vice President & Assistant Secretary --
Donald Pepin Vice President & Managing Director --
Kim Rainey Vice President --
Rob Redican Vice President --
Maria Rinehart Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President & Assistant Secretary
Wayne M. Withrow Vice President & Managing Director --
James Dougherty Director of Brokerage Services --
</TABLE>

xvi
<PAGE>

Item 30. Location of Accounts and Records:

Books or other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
promulgated thereunder, are maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and
(b); (3); (6); (8); (12); and 31a-1(d), the required books and records
are maintained at the offices of the Portfolios' Custodian:

Compass Bank
701 S. 32nd Street
Birmingham, AL 35233

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4);
(2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the
required books and records are maintained at the offices of
Registrant's Administrator:

SEI Fund Resources
Oaks, PA 19456

(d) With respect to Rules 31a-(b)(5); (6), (9) and (10) and
31a-1(f), the required books and records are maintained at the offices
of Registrant's Adviser:

Compass Bank
701 S. 32nd Street
Birmingham, AL 35233

Item 31. Management Services: None.

Item 32. Undertakings:

Registrant hereby undertakes to comply with the provisions of Section 16(c) of
the 1940 Act with respect to the removal of Trustees and the calling of special
shareholder meetings by shareholders.

Registrant hereby undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.

xvii
<PAGE>

NOTICE

A copy of the Declaration of Trust of The Expedition Funds is on file
with the Secretary of State of the Commonwealth of Massachusetts and notice is
hereby given that this Registration Statement has been executed on behalf of the
Trust by an officer of the Trust as an officer and by its Trustees as trustees
and not individually and the obligations of or arising out of this Registration
Statement are not binding upon any of the Trustees, officers, or shareholders
individually but are binding only upon the assets and property of the Trust.

xviii
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 29 to Registration Statement No. 33-30950 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Oaks, Commonwealth of Pennsylvania on the 30th day of January, 1998.

THE EXPEDITION FUNDS

By /s/ David G. Lee
-------------------------------------
David G. Lee, President

Pursuant to the requirements of the Securities Act of 1933, this Annual
Post-Effective Amendment has been signed below by the following persons in the
capacity on the dates indicated.

<TABLE>
<CAPTION>
<S> <C> <C>
* Trustee January 30, 1998
- --------------------------------------
William M. Doran

* Trustee January 30, 1998
- -------------------------------------
Dr. Robert A. Patterson

* Trustee January 30, 1998
- -------------------------------------
Frank E. Morris

* Trustee January 30, 1998
- -------------------------------------
Robert A. Nesher

* Trustee January 30, 1998
- -------------------------------------
James M. Storey

* Trustee January 30, 1998
- -------------------------------------
Eugene B. Peters

* Trustee January 30, 1998
- -------------------------------------
John T. Cooney

/s/ David G. Lee President & Chief January 30, 1998
- ------------------------------------- Executive Officer
David G. Lee

/s/ Robert J. DellaCroce Controller & Chief January 30, 1998
- ------------------------------------- Financial Officer
Robert J. DellaCroce

*By /s/ David G. Lee
------------------------------------
David G. Lee
Attorney-in-Fact
</TABLE>

xix
<PAGE>

Exhibit Index
<TABLE>
<CAPTION>

Exhibits:
- --------
<S> <C>
EX-99.B1 Declaration of Trust is incorporated herein by reference to
Registrant's Post-Effective Amendment No. 22 on Form N-1A (File
No. 33-30950) filed with the Securities and Exchange Commission
("SEC") on December 29, 1995.
EX-99.B(1)(a) Amendment No. 1 to Declaration of Trust is incorporated herein by
reference as Exhibit (1)(i) to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A (File No. 33-30950) filed with
the SEC on November 16, 1989.
EX-99.B(1)(b) Amendment No. 2 to Declaration of Trust is incorporated herein by
reference as Exhibit (1)(ii) to Registrant's Post-Effective
Amendment No. 1 on Form N-1A (File No. 33-30950) filed with
the SEC on May 21, 1990.
EX-99.B(1)(c) Amendment Nos. 3, 4, and 5 to Declaration of Trust are
incorporated herein by reference as Exhibit (1)(iii) to Registrant's
Post-Effective Amendment No. 3 on Form N-1A (File No. 33-
30950) filed with the SEC on September 11, 1991.
EX-99.B(1)(d) Amendment No. 6 to Declaration of Trust is incorporated herein by
reference as Exhibit (1)(iv) to Registrant's Post-Effective
Amendment No. 5 on Form N-1A (File No. 33-30950) filed with
the SEC on February 14, 1992.
EX-99.B(1)(e) Amendment No. 7 to Declaration of Trust is incorporated herein by
reference as Exhibit (1)(v) to Registrant's Post-Effective
Amendment No. 8 on Form N-1A (File No. 33-30950) filed with
the SEC on September 28, 1992.
EX-99.B(1)(f) Amendment Nos. 8 and 9 to Declaration of Trust are incorporated
herein by reference as Exhibit (1)(vi) to Registrant's Post-Effective
Amendment No. 22 on Form N-1A (File No. 33-30950) filed with the
SEC on December 29, 1995.
EX-99.B(1)(g) Amendment No. 10 to Declaration of Trust is incorporated herein
by reference to Registrant's Post-Effective Amendment No. 26 on
form N-1A filed with the SEC on June 4, 1997.
EX-99.B(1)(h) Amendment No. 12 is incorporated herein by reference as Exhibit
(1)(h) to Registrants Post-Effective Amendment No. 28 on Form
N-1A (File No. 33-30950) filed with the SEC on January 15, 1998.
EX-99.B(1)(i) Amendment No. 13 is incorporated herein by reference as Exhibit
(1)(i) to Registrants Post-Effective Amendment No. 28 on Form N-
1A (File No. 33-30950) filed with the SEC on January 15, 1998.
EX-99.B(1)(j) Form of Amendment No. 14 is incorporated herein by reference as
Exhibit (1)(j) to Registrants Post-Effective Amendment No. 28 on
</TABLE>

xx
<PAGE>

<TABLE>
<S> <C>
Form N-1A (File No. 33-30950) filed with the SEC on January 15,
1998.
EX-99.B(2) By-Laws are incorporated herein by reference to Registrant's Post-
Effective Amendment No. 22 on Form N-1A (File No. 33-30950)
filed with the SEC on December 29, 1995.
EX-99.B(3) Not Applicable
EX-99.B(4) Specimen Certificate for Shares of Beneficial Interest
of The Starburst Government Income Fund is
incorporated herein by reference as Exhibit (4)(i) to
Registrant's Post-Effective Amendment No. 22 on Form
N-1A (File No. 33-30950) filed with the SEC on
December 29, 1995.
EX-99.B(4)(a) Specimen Certificate for Shares of Beneficial Interest of The
Starburst Government Money Market Fund-Investment Shares is
incorporated herein by reference as Exhibit (4)(ii) to Registrant's
Post-Effective Amendment No. 22 on Form N-1A (File No. 33-
30950) filed with the SEC on December 29, 1995.
EX-99.B(4)(b) Specimen Certificate for Shares of Beneficial Interest of The
Starburst Government Money Market Fund-Trust Shares is
incorporated herein by reference as Exhibit (4)(iii) to Registrant's
Post-Effective Amendment No. 22 on Form N-1A (File No. 33-
30950) filed with the SEC on December 29, 1995.
EX-99.B(4)(c) Specimen Certificate for Shares of Beneficial Interest
of The Starburst Money Market Fund-Investment Shares
is incorporated herein by reference as Exhibit (4)(iv)
to Registrant's Post-Effective Amendment No. 22 on
Form N-1A (File No. 33-30950) filed with the SEC on
December 29, 1995.
EX-99.B(4)(d) Specimen Certificate for Shares of Beneficial Interest
of The Starburst Money Market Fund-Trust Shares is
incorporated herein by reference as Exhibit (4)(v) to
Registrant's Post-Effective Amendment No. 22 on Form
N-1A (File No. 33-30950) filed with the SEC on
December 29, 1995.
EX-99.B(5) Investment Advisory Contract of the Registrant through and
including Exhibit D is incorporated herein by reference as Exhibit
(5)(i) to Registrant's Post-Effective Amendment No. 22 on Form
N-1A (File No. 33-30950) filed with the SEC on December 29,
1995.
EX-99.B(5)(a) Investment Management Contract of the Registrant through and
including Exhibit A is incorporated herein by reference as Exhibit
(5)(ii) to Registrant's Post-Effective Amendment No. 22 on Form
N-1A (File No. 33-30950) filed with the SEC on December 29,
1995.
EX-99.B(5)(b) Exhibit E to the Investment Advisory Contract relating
to The Expedition Equity Fund is filed herewith.
EX-99.B(5)(c) Form of Exhibit F to the Investment Advisory Contract
of the Registrant relating to The Expedition Tax-Free
Money Market
</TABLE>

xxi
<PAGE>

<TABLE>
<S> <C>
Fund is incorporated herein by reference as Exhibit
(5)(c) to Registrants Post-Effective Amendment No. 28
on Form N-1A (File No. 33-30950) filed with the SEC
on January 15, 1998.
EX-99.B(6) Distributor's Contract of the Registrant through and
including Exhibit F is incorporated herein by
reference to Registrant's Post- Effective Amendment
No. 22 on Form N-1A (File No. 33-30950) filed with the
SEC on December 29, 1995.
EX-99.B(6)(a) Distribution Agreement with SEI Investments Distribution
Co. is filed herewith.
EX-99.B(7) Not applicable
EX-99.B(8) Custodian Agreement of the Registrant is incorporated herein by
reference to Registrant's Post-Effective Amendment No. 22 on
Form N-1A (File No. 33-30950) filed with the SEC on December
29, 1995.
EX-99.B(9) Agreement for Fund Accounting, Shareholder Record
keeping, and Custody Services Procurement is
incorporated herein by reference as Exhibit (9)(i) to
Registrant's Post-Effective Amendment No. 20 on Form
N-1A (File No. 33-30950) filed with the SEC on
December 28, 1994.
EX-99.B(9)(a) Sales Agreement with Federated Securities Corp. is incorporated
herein by reference as Exhibit (9)(ii) to Registrant's Post-Effective
Amendment No. 17 on Form N-1A (File No. 33-30950) filed with
the SEC on August 3, 1994.
EX-99.B(9)(b) Electronic Communications and Record keeping Agreement is
incorporated herein by reference as Exhibit (9)(iii) to Registrant's
Post-Effective Amendment No. 17 on Form N-1A (File No. 33-
30950) filed with the SEC on August 3, 1994.
EX-99.B(9)(c) Administration Agreement with SEI Fund Resources is
filed herewith.
EX-99.B(9)(d) Shareholder Service Plan and Agreement as it related
to the Investment Service Shares is filed herewith.
EX-99.B(10) Opinion and Consent of Counsel is incorporated herein by
reference to Registrant's Post-Effective Amendment No. 20 on
Form N-1A (File No. 33-30950) filed with the SEC on December
28, 1994.
EX-99.B(11) Consent of the Independent Auditors is filed herewith.
EX-99.B(12) Not applicable
EX-99.B(13) Initial Capital Understanding is incorporated herein by reference to
Registrant's Pre-Effective Amendment No. 1 on Form N-1A (File
No. 33-30950) filed with the SEC on November 16, 1989.
EX-99.B(14) Not applicable
EX-99.B(15) Distribution Plan through and including Exhibit G is
incorporated herein by reference as Exhibit (15)(i) to
Registrant's Post-Effective Amendment No. 22 on Form
N-1A (File No. 33-30950) filed with the SEC on
December 29, 1995.
</TABLE>

xxii
<PAGE>

<TABLE>
<S> <C>
EX-99.B(15)(a) Form of 12b-1 Agreement is incorporated herein by reference as
Exhibit (15)(ii) to Registrant's Post-Effective Amendment No. 24
on Form N-1A (File No. 33-30950) filed with the SEC on
December 27, 1996.
EX-99.B(16) Schedule of Computation of Fund Performance for The
Starburst Government Income Fund is incorporated
herein by reference as Exhibit (16)(i) to Registrant's
Post-Effective Amendment No. 22 on Form N-1A (File No.
33-30950) filed with the SEC on December 29, 1995.
EX-99.B(16)(a) Schedule of Computation of Fund Performance for The
Starburst Government Money Market Fund is incorporated
herein by reference as Exhibit (16)(ii) to
Registrant's Post-Effective Amendment No. 22 on Form
N-1A (File No. 33-30950) filed with the SEC on
December 29, 1995.
EX-99.B(16)(b) Schedule of Computation of Fund Performance for The Starburst
Money Market Fund is incorporated herein by reference as Exhibit
(16)(iii) to Registrant's Post-Effective Amendment No. 22 on Form
N-1A (File No. 33-30950) filed with the SEC on December 29,
1995.
EX-99.B(18) Multiple Class Plan of the Registrant is incorporated herein by
reference to Registrant's Post-Effective Amendment No. 24 on
Form N-1A (File No. 33-30950) filed with the SEC on December
27, 1996.
EX-99.B(18)(a) Rule 18f-3 Multiple Class Plan of April, 1997
incorporated herein by reference to Registrant's
Post-Effective Amendment No. 26 on form N-1A filed
with the SEC on June 4, 1997.
EX-99.B(24) Powers of Attorney for Dr. Robert A. Patterson, Eugene B. Peters,
Frank E. Morris, Robert A. Nesher, William M. Doran, James M.
Storey, John T. Cooney, David G. Lee and Robert J. DellaCroce
are filed herewith.
EX-27.1 Financial Data Schedule for The Expedition Funds Money
Market Fund Investment Service Class filed herewith.
EX-27.2 Financial Data Schedule for The Expedition Funds Money
Market Fund Institutional Class is filed herewith.
EX-27.3 Financial Data Schedule for The Expedition Funds Bond Fund
Investment Class is filed herewith.
EX-27.4 Financial Data Schedule for The Expedition Funds Bond Fund
Institutional Class is filed herewith.
EX-27.5 Financial Data Schedule for The Expedition Funds Equity Fund
is filed herewith.
</TABLE>

xxiii

<PAGE>

Exhibit 5B

EXHIBIT E
THE EXPEDITION EQUITY FUND

For all services rendered by Adviser hereunder. The Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .75% of 1% of the
average daily net assets of the Fund.

The fee shall be accrued daily at the rate of 1/365th of .75% of 1% applied
to the daily net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser daily.

Witness the due execution hereof this 1st day of June, 1997.

Attest: illegible signature
---------------------- Compass Bank

/s/ Jan Koening
---------------------------------------------

Attest: /s/ Donna M. Rafa The Expedition Funds
---------------------

/s/ Kevin Robins
---------------------------------------------

<PAGE>

Exhibit 6A

DISTRIBUTION AGREEMENT

THIS AGREEMENT is made as of this 9th day of June, 1997 between The
Expedition Funds ("the Trust"), a Massachusetts business trust and SEI
Financial Services Company (the "Distributor"), a Pennsylvania corporation.

WHEREAS, the Trust is registered as an investment company with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "1940 Act"), and its shares are registered with the SEC
under the Securities Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trust and Distributor hereby agree as follows:

ARTICLE 1. Sale of Shares. The Trust grants to the Distributor the
--------------
exclusive right to sell units (the "Shares") of the portfolios (the
"Portfolios") of the Trust at the net asset value per Share, plus any applicable
sales charges in accordance with the current prospectus, as agent and on behalf
of the Trust, during the term of this Agreement and subject to the registration
requirements of the 1933 Act, the rules and regulations of the SEC and the laws
governing the sale of securities in the various states ("Blue Sky Laws").

ARTICLE 2. Solicitation of Sales. In consideration of these rights
---------------------
granted to the Distributor, the Distributor agrees to use all reasonable
efforts, consistent with its other business, in connection with the distribution
of Shares of the Trust; provided, however, that the Distributor shall not be
prevented from entering into like arrangements with other issuers. The
provisions of this paragraph do not obligate the Distributor to register as a
broker or dealer under the Blue Sky Laws of any jurisdiction when it determines
it would be uneconomical for it to do so or to maintain its registration in any
jurisdiction in which it is now registered nor obligate the Distributor to sell
any particular number of Shares.

ARTICLE 3. Authorized Representations. The Distributor is not authorized
--------------------------
by the Trust to give any information or to make any representations other than
those contained in the current registration statements and prospectuses of the
Trust filed with the SEC or contained in Shareholder reports or other material
that may be prepared by or on behalf of the Trust for the Distributor's use.
The Distributor may prepare and distribute sales literature and other material
as it may deem appropriate, provided that such literature and materials have
been approved by the Trust prior to their use.
<PAGE>

ARTICLE 4. Registration of Shares. The Trust agrees that it will take all
----------------------
action necessary to register Shares under the federal and state securities laws
so that there will be available for sale the number of Shares the Distributor
may reasonably be expected to sell and to pay all fees associated with said
registration. The Trust shall make available to the Distributor such number of
copies of its currently effective prospectus and statement of additional
information as the Distributor may reasonably request. The Trust shall furnish
to the Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection with
the distribution of Shares of the Trust.

ARTICLE 5. Compensation. As compensation for providing the services under
------------
this Agreement:

(a) The Distributor shall receive from the Trust:

(1) all distribution and service fees, as applicable, at the rate
and under the terms and conditions set forth in each Distribution and
Shareholder Services Plan adopted by the appropriate class of shares
of each of the Portfolios, as such Plans may be amended from time to
time, and subject to any further limitations on such fees as the
Board of Trustees of the Trust may impose;

(2) all contingent deferred sales charges ("CDSCs") applied on
redemptions of CDSC Class Shares of each Portfolio on the terms and
subject to such waivers as are described in the Trust's Registration
Statement and current prospectuses, as amended from time to time, or
as otherwise required pursuant to applicable law; and

(3) all front-end sales charges, if any, on purchases of Class A
Shares of each Portfolio sold subject to such charges as described in
the Trust's Registration Statement and current prospectuses, as
amended from time to time. The Distributor, or brokers, dealers and
other financial institutions and intermediaries that have entered
into sub-distribution agreements with the Distributor, may collect
the gross proceeds derived from the sale of such Class A Shares,
remit the net asset value thereof to the Trust upon receipt of the
proceeds and retain the applicable sales charge.

(b) The Distributor may reallow any or all of the distribution or service
fees, contingent deferred sales charges and front-end sales charges
which it is paid by the Trust to such brokers, dealers and other
financial institutions and intermediaries as the Distributor may from
time to time determine.

ARTICLE 6. Indemnification of Distributor. The Trust agrees to indemnify
------------------------------
and hold harmless the Distributor and each of its directors and officers and
each person, if any, who controls the Distributor within the meaning of Section
15 of the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim,

2
<PAGE>

damages, or expense and reasonable counsel fees and disbursements incurred in
connection therewith), arising by reason of any person acquiring any Shares,
based upon the ground that the registration statement, prospectus, Shareholder
reports or other information filed or made public by the Trust (as from time to
time amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make the
statements made not misleading. However, the Trust does not agree to indemnify
the Distributor or hold it harmless to the extent that the statements or
omission was made in reliance upon, and in conformity with, information
furnished to the Trust by or on behalf of the Distributor.

In no case (i) is the indemnity of the Trust to be deemed to protect the
Distributor against any liability to the Trust or its Shareholders to which the
Distributor or such person otherwise would be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Trust to be liable to the Distributor under the
indemnity agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
other person shall have notified the Trust in writing of the claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or such other person (or after the Distributor or the person shall
have received notice of service on any designated agent). However, failure to
notify the Trust of any claim shall not relieve the Trust from any liability
which it may have to the Distributor or any person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph.

The Trust shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Trust elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the Trust and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Trust
elects to assume the defense of any suit and retain counsel, the indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trust does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.

The Trust agrees to notify the Distributor promptly of the commencement of
any litigation or proceedings against it or any of its officers or Trustees in
connection with the issuance or sale of any of its Shares.

ARTICLE 7. Indemnification of Trust. The Distributor covenants and agrees
------------------------
that it will indemnify and hold harmless the Trust and each of its Trustees and
officers and each person, if any, who controls the Trust within the meaning of
Section 15 of the Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees incurred in
connection therewith) based upon the 1933 Act or any other statute or common law
and arising by reason of any person acquiring any

3
<PAGE>

Shares, and alleging a wrongful act of the Distributor or any of its employees
or alleging that the registration statement, prospectus, Shareholder reports or
other information filed or made public by the Trust (as from time to time
amended) included an untrue statement of a material fact or omitted to state a
material fact required to be stated or necessary in order to make the statements
not misleading, insofar as the statement or omission was made in reliance upon
and in conformity with information furnished to the Trust by or on behalf of the
Distributor.

In no case (i) is the indemnity of the Distributor in favor of the Trust or
any other person indemnified to be deemed to protect the Trust or any other
person against any liability to which the Trust or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Trust or any person
indemnified unless the Trust or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trust or upon any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which it may have to the Trust or any
person against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.

The Distributor shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.

The Distributor agrees to notify the Trust promptly of the commencement of
any litigation or proceedings against it in connection with the issue and sale
of any of the Trusts' Shares.

ARTICLE 8. Effective Date. This Agreement shall be effective upon its
--------------
execution, and unless terminated as provided, shall continue in force for two
year(s) from the effective date and thereafter from year to year, provided that
such annual continuance is approved by (i) either the vote of a majority of the
Trustees of the Trust, or the vote of a majority of the outstanding voting
securities of the Trust, and (ii) the vote of a majority of those Trustees of
the Trust who are not parties to this Agreement or the Trust's Distribution Plan
or interested persons of any such party ("Qualified Trustees"), cast in person
at a meeting called for the purpose of voting on the approval. This Agreement
shall automatically terminate in the event of its assignment. As used in this
paragraph the terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person" shall have the respective meanings

4
<PAGE>

specified in the 1940 Act. In addition, this Agreement may at any time be
terminated without penalty by SFS, by a vote of a majority of Qualified Trustees
or by vote of a majority of the outstanding voting securities of the Trust upon
not less than sixty days prior written notice to the other party.

ARTICLE 9. Notices. Any notice required or permitted to be given by
-------
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trust, at 1 Freedom Valley Drive, Oaks, Pennsylvania 19456,
and if to the Distributor, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456.
Copies of all such notices shall be provided to the investment adviser or
advisers to the portfolios at the address therefor provided by such investment
adviser(s) to the Trust and the Administrator (initially, 15 South 20th Street,
Birmingham, AL 35233, Attention: Denise A. Woodham).

ARTICLE 10. Limitation of Liability. A copy of the Declaration of Trust
-----------------------
of the Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Trust individually but binding only upon the
assets and property of the Trust.

ARTICLE 11. Governing Law. This Agreement shall be construed in
-------------
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.

ARTICLE 12. Multiple Originals. This Agreement may be executed in two or
------------------
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

IN WITNESS, the Trust and Distributor have each duly executed this
Agreement, as of the day and year above written.

THE EXPEDITION FUNDS

By: /s/ Sandy Orlow
----------------------------------

Attest: /s/ Donna M. Rafa
---------------------------

5
<PAGE>

SEI FINANCIAL SERVICES COMPANY

By: /s/ Kevin Robins
----------------------------------

Attest: /s/ Leslie Kondziela
----------------------------

<PAGE>

Exhibit 9C

ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this 9th day of June, 1997, by and between The
Expedition Funds, a Massachusetts business trust, (the "Trust"), and SEI Fund
Resources (the "Administrator"), a Delaware business trust.

WHEREAS, the Trust is an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series of shares of Common Stock; and

WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such portfolios of the Trust as the Trust and the Administrator may agree on
("Portfolios") and as listed on the schedules attached hereto ("Schedules") and
made a part of this Agreement, on the terms and conditions hereinafter set
forth;

NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:

ARTICLE 1. Retention of the Administrator. The Trust hereby retains
------------------------------
the Administrator to act as the administrator of the Portfolios and to furnish
the Portfolios with the management and administrative services as set forth in
Article 2 below. The Administrator hereby accepts such employment to perform the
duties set forth below.

The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust.

ARTICLE 2. Administrative and Accounting Services. The Administrator
--------------------------------------
shall perform or supervise the performance by others of other administrative
services in connection with the operations of the Portfolios, and, on behalf of
the Trust, will investigate, assist in the selection of and conduct relations
with custodians, depositories, accountants, legal counsel, underwriters, brokers
and dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Portfolios' operations. The
Administrator shall provide the Trustees of the Trust with such reports
regarding investment performance and compliance with investment policies and
applicable laws, rules and regulations as they may reasonably request but shall
have no responsibility for supervising the performance by any investment adviser
or sub-adviser of its responsibilities. The Administrator may appoint a sub-
administrator to perform certain of the services to be performed by the
Administrator hereunder.

The Administrator shall provide the Trust with administrative services,
regulatory reporting, fund accounting and related portfolio accounting services,
all necessary office space, equipment, personnel, compensation and facilities
(including facilities for Shareholders' and Trustees' meetings) for handling the
affairs of the Portfolios and such other services as the Trustees may, from time
to time,
<PAGE>

reasonably request and the Administrator shall, from time to time, reasonably
determine to be necessary to perform its obligations under this Agreement. In
addition, at the request of the Trust's Board of Trustees (the "Trustees"), the
Administrator shall make reports to the Trustees concerning the performance of
its obligations hereunder.

Without limiting the generality of the foregoing, the Administrator shall:

(A) calculate contractual Trust expenses and control all disbursements for the
Trust, and as appropriate compute the Trust's yields, total return, expense
ratios, portfolio turnover rate and, if required, portfolio average dollar-
weighed maturity;

(B) assist Trust counsel with the preparation of prospectuses, statements of
additional information, registration statements, and proxy materials;

(C) prepare such reports, applications and documents (including reports
regarding the sale and redemption of Shares as may be required in order to
comply with Federal and state securities law) as may be necessary or
desirable to register the Trust's shares with state securities authorities,
monitor sale of Trust shares for compliance with state securities laws, and
file with the appropriate state securities authorities the registration
statements and reports for the Trust and the Trust's shares and all
amendments thereto, as may be necessary or convenient to register and keep
effective the Trust and the Trust's shares with state securities
authorities to enable the Trust to make a continuous offering of its
shares;

(D) develop and prepare communications to shareholders, including the annual
report to shareholders, coordinate mailing prospectuses, notices, proxy
statements, proxies and other reports to Trust shareholders, and supervise
and facilitate the solicitation of proxies solicited by the Trust for all
shareholder meetings, including tabulation process for shareholder
meetings;

(E) coordinate with Trust counsel the preparation and negotiation of, and
administer contracts on behalf of the Trust with, among others, the Trust's
investment adviser, distributor, custodian, and transfer agent;

(F) maintain the Trust's general ledger and prepare the Trust's financial
statements, including expense accruals and payments, determine the net
asset value of the Trust's assets and of the Trust's shares, and supervise
the Trust's transfer agent with respect to the payment of dividends and
other distributions to shareholders;

(G) calculate performance data of the Trust and its portfolios for
dissemination to information services covering the investment company
industry;

(H) coordinate and supervise the preparation and filing of the Trust's tax
returns;

2
<PAGE>

(I) examine and review the operations and performance of the various
organizations providing services to the Trust or any Portfolio of the
Trust, including, without limitation, the Trust's investment adviser,
distributor, custodian, transfer agent, outside legal counsel and
independent public accountants, and at the request of the Trustees, report
to the Trustees on the performance of organizations;

(J) assist with the layout and printing of publicly disseminated prospectuses
and assist with and coordinate layout and printing of the Trust's semi-
annual and annual reports to shareholders;

(K) provide internal legal and administrative services as requested by the
Trust from time to time;

(L) assist with the design, development, and operation of the Trust, including
new portfolio and class investment objectives, policies and structure;

(M) provide individuals acceptable to the Trustees for nomination, appointment,
or election as officers of the Trust, who will be responsible for the
management of certain of the Trust's affairs as determined by the Trustees;

(N) advise the Trust and its Trustees on matters concerning the Trust and its
affairs;

(O) obtain and keep in effect fidelity bonds and directors and officers/errors
and omissions insurance policies for the Trust in accordance with the
requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act as such bonds
and policies are approved by the Trust's Board of Trustees;

(P) monitor and advise the Trust and its Portfolios on their registered
investment company status under the Internal Revenue Code of 1986, as
amended;

(Q) perform all administrative services and functions of the Trust and each
Portfolio to the extent administrative services and functions are not
provided to the Trust or such Portfolio pursuant to the Trust's or such
Portfolio's investment advisory agreement, distribution agreement,
custodian agreement and transfer agent agreement;

(R) furnish advice and recommendations with respect to other aspects of the
business and affairs of the Portfolios as the Trust and the Administrator
shall determine desirable; and

(S) prepare and file with the SEC the semi-annual report for the Trust on Form
N-SAR and all required notices pursuant to Rule 24f-2.

Also, the Administrator will perform other services for the Trust as agreed from
time to time, including, but not limited to performing internal audit
examinations; mailing the annual reports of the Portfolios;

3
<PAGE>

preparing an annual list of shareholders; and mailing notices of shareholders'
meetings, proxies and proxy statements, for all of which the Trust will pay the
Administrator's out-of-pocket expenses.

ARTICLE 3. Allocation of Charges and Expenses.
----------------------------------

(A) The Administrator. The Administrator shall furnish at its own expense
-----------------
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Administrator shall also provide the items
which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trust retained by the Trustees of the Trust
to perform services on behalf of the Trust.

(B) The Trust. The Trust assumes and shall pay or cause to be paid all
---------
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organizational costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing Shareholders, all expenses
incurred in connection with issuing and redeeming Shares, the costs of pricing
services, the costs of custodial services, the cost of initial and ongoing
registration of the Shares under Federal and state securities laws, fees and
out-of-pocket expenses of Trustees who are not affiliated persons of the
Administrator or the investment adviser to the Trust or any affiliated
corporation of the Administrator or the investment Adviser, the costs of
Trustees' meetings, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of investment
advisers to the Trust.

ARTICLE 4. Compensation of the Administrator.
---------------------------------

(A) Administration Fee. For the services to be rendered, the facilities
------------------
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Trust shall pay to the Administrator compensation at an annual
rate specified in the Schedules. Such compensation shall be calculated and
accrued daily, and paid to the Administrator monthly. The Trust shall also
reimburse the Administrator for its reasonable out-of-pocket expenses.

If this Agreement becomes effective subsequent to the first day of a month
or terminates before the last day of a month, the Administrator's compensation
for that part of the month in which this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
above. Payment of the Administrator's compensation for the preceding month shall
be made promptly.

(B) Compensation from Transactions. The Trust hereby authorizes any entity
------------------------------
or person associated with the Administrator which is a member of a national
securities exchange to effect any transaction on the exchange for the account of
the Trust which is permitted by Section 11 (a) of the Securities Exchange Act of
1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the

4
<PAGE>

retention of compensation for such transactions in accordance with Rule 11a2-
2(T) (a) (2) (iv).

(C) Survival of Compensation Rates. All rights of compensation under this
------------------------------
Agreement for services performed as of the termination date shall survive the
termination of this Agreement.

ARTICLE 5. Limitation of Liability of the Administrator. The duties of
--------------------------------------------
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder, except as may otherwise be provided under provisions of applicable
law which cannot be waived or modified hereby. (As used in this Article 5, the
term "Administrator" shall include directors, officers, employees and other
agents of the Administrator as well as that corporation itself.)

So long as the Administrator, or its agents, acts in good faith and with
due diligence the Trust assumes full responsibility and shall indemnify the
Administrator and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of said administration, transfer agency, and
dividend disbursing relationships to the Trust or any other service rendered to
the Trust hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.

The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but failure to do so in good faith shall not affect the rights
hereunder.

The Trust shall be entitled to participate at its own expense or, if it so
elects, to assume the defense of any suit brought to enforce any claims subject
to this indemnity provision. If the Trust elects to assume the defense of any
such claim, the defense shall be conducted by counsel chosen by the Trust and
satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Trust does not elect to assume the
defense of a suit, it will reimburse the Administrator for the reasonable fees
and expenses of any counsel retained by the Administrator.

The Administrator may apply to the Trust at any time for instructions and
may consult counsel

5
<PAGE>

for the Trust or its own counsel and with certified public accountants with
respect to any matter arising in connection with the Administrator's duties, and
the Administrator shall not be liable or accountable for any action taken or
omitted by it in good faith in accordance with such instruction or with the
opinion or advice of such counsel, or certified public accountants.

Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of the
Trust until receipt of written notice thereof from the Trust.

ARTICLE 6. Activities of the Administrator. The services of the
-------------------------------
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers, employees
and Shareholders of the Trust are or may be or become interested in the
Administrator, as directors, officers, employees and shareholders or otherwise
and that directors, officers, employees and shareholders of the Administrator
and its counsel are or may be or become similarly interested in the Trust, and
that the Administrator may be or become interested in the Trust as a Shareholder
or otherwise.

ARTICLE 7. Confidentiality. The Administrator agrees on behalf of
---------------
itself and its employees to treat confidentially all records and other
information relative to the Trust and its prior, present or potential
Shareholders and relative to the Adviser and its prior, present or potential
customers, except, after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not be withheld
where the Administrator may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.

ARTICLE 8. Equipment Failures. In the event of equipment failures
------------------
beyond the Administrator's control, the Administrator shall, at no additional
expense to the Trust, take reasonable steps to minimize service interruptions
but shall have no liability with respect thereto. The Administrator shall
develop and maintain a plan for recovery from equipment failures which may
include contractual arrangements with appropriate parties making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available.

ARTICLE 9. Compliance With Governmental Rules and Regulations. The
--------------------------------------------------
Administrator undertakes to comply with all applicable requirements of the 1933
Act, the 1934 Act, the 1940 Act and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to the duties to be
performed by the Administrator hereunder.

ARTICLE 10. Duration and Termination of this Agreement. This Agreement
------------------------------------------
shall become effective on the date set forth in the Schedules and shall remain
in effect for the initial term of the Agreement (the "Initial Term") and each
renewal term thereof (each, a "Renewal Term"), each as set forth in the
Schedules, unless terminated in accordance with the provisions of this Article
10. This Agreement may be terminated only: (a) by the mutual written agreement
of the parties; (b) by either party hereto on 90 days' written notice, as of the
end of the Initial Term or the end of any Renewal

6
<PAGE>

Term; (c) by either party hereto on such date as is specified in written notice
given by the terminating party, in the event of a material breach of this
Agreement by the other party, provided the terminating party has notified the
other party of such breach at least 45 days prior to the specified date of
termination and the breaching party has not remedied such breach by the
specified date; (d) effective upon the liquidation of the Administrator; or (e)
as to any Portfolio or the Trust, effective upon the liquidation of such
Portfolio or the Trust, as the case may be. For purposes of this Article 10, the
term "liquidation" shall mean a transaction in which the assets of the
Administrator, the Trust or a Portfolio are sold or otherwise disposed of and
proceeds therefrom are distributed in cash to the shareholders in complete
liquidation of the interests of such shareholders in the entity.

This Agreement shall not be assignable by the Administrator, without the
prior written consent of the Trust, except to an entity that is controlled by,
or under common control, with, the Administrator.

ARTICLE 11. Amendments. This Agreement or any part hereof may be changed
----------
or waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

ARTICLE 12. Certain Records. The Administrator shall maintain customary
---------------
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-
2 under the 1940 Act which are prepared or maintained by the Administrator on
behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.

In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Administrator against such liability.

ARTICLE 13. Definitions of Certain Terms. The terms "interested person"
----------------------------
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.

ARTICLE 14. Notice. Any notice required or permitted to be given by
-------
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trust, at 1 Freedom Valley Drive, Oaks, Pennsylvania 19456;
and if to the Administrator at 1 Freedom Valley Drive, Oaks, Pennsylvania,
19456. Copies of all such notices shall be provided to the investment adviser
or advisers to teh Portfolios at the address therefor provided by such
investment adviser(s) to the Trust and the Administrator (initially, 15 South
20th Street, Birmingham, AL 35233, Attention: Denise A. Woodham).

7
<PAGE>

ARTICLE 15. Governing Law. This Agreement shall be construed in
--------------
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.

ARTICLE 16. Multiple Originals. This Agreement may be executed in two or
------------------
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

ARTICLE 17. Limitation of Liability. The Administrator is hereby
-----------------------
expressly put on notice of the limitation of liability as set forth in Article
XI of the Trust's Declaration of Trust and agrees that the obligations pursuant
to this Agreement of a particular Portfolio and of the Trust with respect to
that Portfolio shall be limited solely to the assets of that Portfolio, and the
Administrator shall not seek satisfaction of any such obligation from any other
Portfolio, the shareholders of any Portfolio, the Trustees, officers, employees
or agents of the Trust, or any of them.

ARTICLE 18. Binding Agreement. This Agreement, and the rights and
-----------------
obligations of the parties and the Portfolios hereunder, shall be binding on,
and inure to the benefit of, the parties and the Portfolios and the respective
successors and assigns of each of them.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

THE EXPEDITION FUNDS

By: /s/ Sandy Orlow

Attest: /s/ Donna M. Rafa

SEI FUND RESOURCES

By: /s/ Kevin Robins

Attest: /s/ Leslie Kondziela

8
<PAGE>

SCHEDULE
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JUNE 9, 1997
BETWEEN
THE EXPEDITION FUNDS
AND
SEI FUND RESOURCES

Portfolios: This Agreement shall apply to all Portfolios of the Trust, either
now in the future created. The following is a listing of the current
portfolios of the Trust, (collectively, the "Portfolios").

Fees: Pursuant to Article 4, Section A, the Trust shall pay the
Administrator compensation for services rendered to the Portfolios
at an annual rate, which is calculated daily and paid monthly, at a
maximum administrative fee equal to the greater of 20% of each
Portfolios' average daily net assets, or $150,000.

Term: This Agreement shall become effective on June 9, 1997 and shall
remain in effect for an Initial Term of five (5) years from such
date and, thereafter, for successive Renewal Terms of two (2) years
each, unless and until this Agreement is terminated in accordance
with the provisions of Article 10 hereof.

<PAGE>

Exhibit 9d

SHAREHOLDER SERVICE PLAN AND AGREEMENT
THE EXPEDITION FUNDS

INVESTMENT SERVICE SHARES

The Expedition Funds (the "Fund") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Fund desires to retain SEI Financial Services Company (the "Distributor"), a
Pennsylvania corporation, to itself provide or to compensate service providers
who themselves provide, the services described herein to clients (the "Clients")
who from time to time beneficially own Investment Service shares ("Shares") of
any Portfolio of the Fund. The Distributor is willing to itself provide or to
compensate service providers for providing, such shareholder services in
accordance with the terms and conditions of this Agreement.

SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service providers pursuant to which the service
providers will provide, one or more of the following shareholder services to
Clients who may from time to time beneficially own Shares:

(i) maintaining accounts relating to Clients that invest in Shares;

(ii) providing information periodically to Clients showing their
positions in Shares;

(iii) arranging for bank wires;

(iv) responding to Client inquiries relating to the services performed
by the Distributor or any service provider;

(v) responding to inquiries from Clients concerning their investments in
Shares;

(vi) forwarding shareholder communications from the Fund (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients;

(vii) processing purchase, exchange and redemption requests from Clients
and placing such orders with the Fund or its service providers;

(viii) assisting Clients in changing dividend options, account
designations, and addresses;

(ix) providing subaccounting with respect to Shares beneficially owned
by Clients;

(x) processing dividend payments from the Fund on behalf of Clients; and

(xi) providing such other similar services as the Fund may reasonably
request to the extent that the Distributor and/or the service
provider is permitted to do so under applicable laws or
regulations.
<PAGE>

SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.

SECTION 3. Neither the Distributor nor any of its officers, employees, or
agents is authorized to make any representations concerning the Fund or the
Shares except those contained in the Fund's then-current prospectus or Statement
of Additional Information for the Shares, copies of which will be supplied to
the Distributor, or in such supplemental literature or advertising as may be
authorized in writing.

SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Fund in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Fund harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Fund or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.

SECTION 5. In consideration of the services and facilities to be provided by
the Distributor or any service provider, each Portfolio that has issued Shares
will pay to the Distributor a fee, as agreed from time to time, at an annual
rate of up to .25% (twenty-five basis points) of the average net asset value of
all Shares of each Portfolio, which fee will be computed daily and paid monthly.
The Fund may, in its discretion and without notice, suspend or withdraw the sale
of Shares of any Portfolio, including the sale of Shares to any service provider
for the account of any Client or Clients. The Distributor may waive all or any
portion of its fee from time to time.

SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.

SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.

SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Shares of any Portfolio, without penalty, at any time by the Fund
or by the Distributor upon written notice to the Fund.

SECTION 9. All notices and other communications to either the Fund or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted
by similar communications device to the appropriate address stated herein, or to
such other address as either party shall so provide the other.

SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.

2
<PAGE>

SECTION 11. References to the "The Expedition Fund," the "Fund," and the
"Trustees" of the Fund refer respectively to the Trust created and the Trustees
as trustees, but not individually or personally, acting from time to time under
the Declaration of Trust dated August 7, 1989, a copy of which is on file with
the Department of State of the Commonwealth of Massachusetts and at the Fund's
principal office. The obligations of the Fund entered into in the name or on
behalf thereof by any of the Trustees, officers, representatives, or agents are
made not individually, but in such capacities, and are not binding upon any of
the Trustees, shareholders, officers, representatives, or agents of the Fund
personally. Further, any obligations of the Fund with respect to any one
Portfolio shall not be binding upon any other Portfolio.

By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.

THE EXPEDITION FUNDS

By: /s/ Kevin Robins Date: 6/9/97
-------------------------------- ------------------

SEI FINANCIAL SERVICES COMPANY

By: /s/ Todd Cipperman Date: 6/9/97
-------------------------------- ------------------

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

The Expedition Funds:

We consent to the use in Post-Effective Amendment No. 29 to Registration
Statement No. 33-30950 of our report dated December 5, 1997 of The Expedition
Funds appearing in the Statement of Additional Information, which is a part of
such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Princeton, New Jersey
January 29, 1998

<PAGE>
Exhibit 24

EXPEDITION FUNDS

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer of the
Expedition Funds (The "Trust"), business trust organized under the laws of The
Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee,
Todd B. Cipperman and Kevin P. Robins, and each of them singly, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, to sign for him in his name, place and stead, and in the
capacity indicated below, to sign any or all amendments (including post-
effective amendments) to the Trust's Registration Statement on Form N-1A under
the provisions of the Investment Company Act of 1940 and the Securities Act of
1933, each such Act as amended, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
acting alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.