EXPEDITION FUNDS, 485APOS, 1998-01-15

EXPEDITION FUNDS
485APOS, 1998-01-15

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<PAGE>

As filed with the Securities and Exchange Commission on January 15, 1998

File No. 33-30950
File No. 811-5900

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [ ]
POST-EFFECTIVE AMENDMENT NO. 28 [X]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 25 [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)

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

THE EXPEDITION FUNDS
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
<S> <C>

PART A: The Expedition Tax-Free 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 N/A

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
Board of Trustees,
Investment Adviser,
Advisory Fees,
Adviser's Background;
Investment Sub-Adviser,
Distribution of Investment
Service Shares --
Shareholder Service
Plan

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

Item 6. Capital Stock and Other General Information;
Securities Shareholder Information--
Voting Rights
</TABLE>
<PAGE>

Item 7. Purchase of Securities Being
Offered Investing in Investment
Service Shares --
Share Purchases,
What Shares Cost,
Shareholder Accounts

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 Tax-Free Money Market
- ------ Fund (Institutional Shares Prospectus)

Item 1. Cover Page Cover Page

Item 2. Synopsis Summary of Fund
Expenses

Item 3. Condensed Financial Information N/A

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
Board of Trustees,
Investment Adviser,
Advisory Fees,
Adviser's Background;
Investment Sub-Adviser,
Distribution of Institutional
Shares --
Shareholder Service
Plan
</TABLE>

<PAGE>

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

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

Item 9. Pending Legal Proceedings *

PART B: All Portfolios
- ------

Item 10. Cover Page Cover Page

Item 11. Table of Contents Table of Contents

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

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

Item 14. Management of the Registrant The Expedition Fund's
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>
<PAGE>

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

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

Item 20. Tax Status Tax Status

Item 21. Underwriters Other Services--
Distributors

Item 22. Calculation of Performance Data Total Return; Yield;
Effective Yield; Tax
Equivalent 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, 1998.
<PAGE>

The Prospectuses and Statement of Additional Information for the Expedition
Money Market Fund (Institutional & Investment Service Shares), included as part
of Post-Effective Amendment No. 26 to the Registrant's Registration Statement on
Form N-1A (File No. 33-30950), as filed with the Securities and Exchange
Commission on June 4, 1997 pursuant to Rule 485(b) under the Securities Act of
1933, are hereby incorporated by reference as if set forth in full herein.

The Supplement to the Prospectus and Statement of Additional Information for the
Expedition Equity Fund and The Expedition Bond Fund included as part of Post-
Effective Amendment 27 and the Prospectus and Statement of Additional
Information for The Expedition Equity Fund and The Expedition Bond Fund included
as part of Post-Effective Amendment 26 to the Registrant's Registration
Statement on Form N-1A (File No. 33-30950), as filed with the Securities and
Exchange Commission on December 15, 1997 and June 4, 1997, respectively,
pursuant to Rule 485(b) under the Securities Act of 1933, are hereby
incorporated by reference as if set forth in full herein.
<PAGE>

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

PROSPECTUS

The Institutional Shares ("Shares") offered by this prospectus represent
interests in the portfolio known as The Expedition Tax-Free 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, exempt from
Federal income taxes, 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, the interest on which
is exempt from Federal income tax.

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

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 ,
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 , 1998
<PAGE>

TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
SUMMARY OF FUND EXPENSES 1
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GENERAL INFORMATION 2
- -------------------------------------------------------------------------------
INVESTMENT INFORMATION 2
- -------------------------------------------------------------------------------

Investment Objective 2
Investment Policies 2
Investment Limitations 7
FUND INFORMATION 7
- -------------------------------------------------------------------------------
Management of the Fund 7
Distribution of Institutional
Shares 8
Administration of the Fund 9
NET ASSET VALUE 9
- -------------------------------------------------------------------------------

INVESTING IN INSTITUTIONAL SHARES 9
- -------------------------------------------------------------------------------
Share Purchases 9
What Shares Cost 10
Shareholder Accounts 10
Dividends 10
Capital Gains 11
EXCHANGE PRIVILEGE 11
- -------------------------------------------------------------------------------

REDEEMING INSTITUTIONAL SHARES 12
- -------------------------------------------------------------------------------

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

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

Federal Income Tax 14
PERFORMANCE INFORMATION 15
- -------------------------------------------------------------------------------
OTHER CLASSES OF SHARES 16
- -------------------------------------------------------------------------------
ADDRESSES 17
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</TABLE>

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) .................................... [0.07%]
Total Other Expenses (2).............................................. [0.36%]
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 are estimated to be [--%] for the current fiscal
year.

(3) Absent the voluntary waivers and reimbursements described above, "Total
Operating Expenses" for the Fund are estimated to be .56% for the current
fiscal year.

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

<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years
- ------- ------ -------
<S> <C> <C>
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of
each time period. The Fund charges no redemption fee............ $ 4 $14
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. THE FUND IS NEW AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE SHOWN. BECAUSE THE FUND IS NEW, THE FUND HAS NOT PROJECTED EXPENSES
BEYOND THE THREE-YEAR PERIOD SHOWN.

1
<PAGE>

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

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated August 7, 1989. The Declaration of Trust permits
the Trust to offer separate series of shares of beneficial interest
representing interests in separate portfolios of securities. The shares of
beneficial interest in any one portfolio may be offered in separate classes.
As of the date of this prospectus, the Board of Trustees (the "Trustees") has
established two classes of shares of the Fund, Investment Service Shares and
Institutional Shares. This prospectus relates only to Institutional Shares of
the Expedition Tax-Free Money Market Fund. The minimum initial investment in
Institutional Shares of the Fund is $1,000,000, which may be waived at the
discretion of the Fund's distributor.

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, exempt from
Federal income taxes, 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 (the "1940 Act") which regulates
money market mutual funds and by following the investment policies described
in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing primarily in a
portfolio of money market instruments maturing in thirteen months or less. The
average maturity of money market instruments in the Fund's portfolio, computed
on a dollar-weighted basis, will be 90 days or less. Unless indicated
otherwise, the investment policies set forth below may be changed by the
Trustees without the approval of shareholders. Shareholders will be notified
before any material change in these policies becomes effective. Since the Fund
often purchases securities by credit enhancements from banks and other
financial institutions, changes in the credit quality of these institutions
could cause losses to the Fund and affect its share price.

ACCEPTABLE INVESTMENTS. Under normal market conditions, the Fund will invest
at least 80% of its net assets in eligible securities issued by or on behalf
of the states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which is exempt from Federal income tax
(collectively, "Municipal Securities"). The Fund will invest at least 80% of
its assets in Municipal Securities the interest on which is not treated as a
preference item for purposes of the federal alternative minimum tax. This
investment policy is a fundamental policy of the Fund. The Fund will purchase
municipal bonds, municipal notes, municipal lease obligations, tax-exempt
money market mutual funds, and tax-exempt commercial paper rated in the two
highest short-term rating categories by a nationally recognized

2
<PAGE>

statistical rating organization (an "NRSRO") in accordance with Securities and
Exchange Commission ("SEC") regulations at the time of investment or, if not
rated, determined by the Adviser to be of comparable quality.

The Adviser will not invest more than 25% of Fund assets in Municipal
Securities (a) whose issuers are located in the same state or (b) the interest
on which is derived from revenues of similar type projects. This restriction
does not apply to Municipal Securities in any of the following categories:
public housing authorities; general obligations of states and localities;
state and local housing finance authorities; or municipal utilities systems.

The Fund may purchase municipal obligations with demand features, including
variable and floating rate obligations. In addition, the Fund may invest in
commitments to purchase securities on a "when issued" basis and purchase
securities subject to a standby commitment.

The Fund may purchase securities on a when-issued or delayed basis only when
settlement takes place within 15 days of the purchase of such securities.

The Fund may invest up to 20% of the Fund's net assets in the aggregate in
taxable money market instruments, taxable money market mutual funds, and
securities subject to the alternative minimum tax. Taxable money market
instruments in which the Fund may invest consist of (i) bankers' acceptances,
certificates of deposits, notes and time deposits of highly-rated U.S. banks
and U.S. branches of foreign banks; (ii) U.S. Treasury obligations and
obligations issued or guaranteed by the agencies and instrumentalities of the
U.S. Government, including STRIPS; (iii) high quality commercial paper issued
by U.S. and foreign corporations; (iv) debt obligations with a maturity of one
year or less issued by corporations with outstanding high-quality commercial
paper; (v) receipts and (vi) repurchase agreements involving any of the
foregoing obligations entered into with highly-rated banks and broker-dealers.

The Fund may engage in securities lending and may also borrow money in amounts
up to 33 1/3% of its net assets.

With respect to investments in U.S. Treasury STRIPS, which are sold with
original issue discount and do not make periodic cash interest payments, the
Fund will be required to include as part of its current income the imputed
interest on such obligations even though the Fund has not received any
interest payments on such obligations during that period. Because the Fund
distributes all of its net investment income to its shareholders, the Fund may
have to sell portfolio securities to distribute such imputed income, which may
occur at a time when the Adviser would not have chosen to sell such securities
and which may result in a taxable gain or loss.

Investment income received directly by the Fund on direct U.S. Government
obligations is exempt from income tax at the state level when received
directly and may be exempt, depending on the state, when received by a
shareholder as income dividends provided certain state specific conditions are
satisfied. Interest received on repurchase agreements collateralized by direct
U.S. Government obligations normally is not exempt from state taxation. The
Fund will inform shareholders annually of the percentage of income and
distributions derived from direct U.S. Government obligations. Shareholders
should consult their tax advisers to determine whether any portion of the
income dividends received from the Fund is considered tax exempt in their
particular states.

3
<PAGE>

A sale, exchange or redemption of a Fund's shares generally is a taxable
transaction to the shareholder.

BANKERS' ACCEPTANCES. Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by a commercial bank. Bankers' acceptances are
used by corporations to finance the shipment and storage of goods and to
furnish dollar exchange. Maturities are generally six months or less.

CERTIFICATES OF DEPOSIT. Certificates of deposit are interest bearing
instruments with a specific short-term maturity. They are issued by banks and
savings and loan institutions in exchange for the deposit of funds and
normally can be traded in the secondary market prior to maturity. Certificates
of deposit with penalties for early withdrawal will be considered illiquid.

COMMERCIAL PAPER. Commercial paper is a term used to describe unsecured short-
term promissory notes issued by corporations and other entities. Maturities on
these issues vary from a few to 270 days.

FIXED INCOME SECURITIES. Fixed income securities include bonds, notes,
debentures and other interest-bearing securities that represent indebtedness.
The market value of the fixed income investments in which the Fund invests
will change in response to interest rate changes and other factors. During
periods of falling interest rates, the values of outstanding fixed income
securities generally rise. Conversely, during periods of rising interest
rates, the values of such securities generally decline. Moreover, while
securities with longer maturities tend to produce higher yields, the prices of
longer maturity securities are also subject to greater market fluctuations as
a result of changes in interest rates.

Changes by recognized agencies in the rating of any fixed income security and
in the ability of an issuer to make payments of interest and principal also
affect the value of these investments. 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.

MUNICIPAL LEASES. Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities and may be considered to be illiquid. They may take the form of a
lease, an installment purchase contract, a conditional sales contract, or a
participation certificate in any of the above.

Municipal lease obligations typically are not backed by the municipality's
credit, and their interest may become taxable if the lease is assigned. If
funds are not appropriated for the following year's lease payments, a lease
may terminate, with a possibility of default on the lease obligation and
significant loss to the Fund. Under guidelines established by the Board of
Trustees, the credit quality of municipal leases will be determined on an
ongoing basis, including an assessment of the likelihood that a lease will be
canceled.

MUNICIPAL SECURITIES. Municipal securities consist of (i) debt obligations
issued by or on behalf of public authorities to obtain funds to be used for
various public facilities, for refunding outstanding obligations, for general
operating expenses, and for lending such funds to other public institutions
and
facilities, and (ii) certain private activity and industrial development bonds
issued by or on behalf of public authorities to obtain funds to provide for
the construction, equipment, repair, or improvement of privately operated
facilities. General obligations bonds are backed by the taxing power of the
issuing municipality. Revenue bonds are backed by the revenues of a project or
facility; tolls from a toll bridge for example. Certificates of participation
represent an interest in an underlying obligation

4
<PAGE>

or commitment such as an obligation issued in connection with a leasing
arrangement. The payment of principal and interest on private activity and
industrial development bonds generally is dependent solely on the ability of
the facility's user to meet its financial obligations and the pledge, if any,
of real and personal property so financed as security for such payment.

Municipal securities include general obligation notes, tax anticipation notes,
revenue anticipation notes, bond anticipation notes, certificates of
indebtedness, demand notes and construction loan notes. Municipal bonds
include general obligation bonds, revenue or special obligation bonds, private
activity and industrial development bonds.

PARTICIPATION INTERESTS. Participation interests are interests in Municipal
Securities from financial institutions such as commercial and investment
banks, savings and loan associations and insurance companies. These interests
may take the form of participations, beneficial interests in a trust,
partnership interests or any other form of indirect ownership that allows a
Fund to treat the income from the investment as exempt from federal income
tax. The Fund invests in these participation interests in order to obtain
credit enhancement or demand features that would not be available through
direct ownership of the underlying Municipal Securities.

RECEIPTS. TRs, TIGRs and CATS--interests in separately traded interest and
principal component parts of U.S. Treasury obligations that are issued by
banks or brokerage firms and are created by depositing U.S. Treasury
obligations into a special account at a custodian bank. The custodian holds
the interest and principal payments for the benefit of the registered owners
of the certificates or receipts. The custodian arranges for the issuance of
the certificates or receipts evidencing ownership and maintains the register.
Receipts are sold as zero coupon securities which means that they are sold at
a substantial discount and redeemed at face value at their maturity date
without interim cash payments of interest or principal. The amount of this
discount is accrued over the life of the security and constitutes the income
earned on the security for both accounting and tax purposes. Because of these
features, receipts may be subject to greater price volatility than interest
paying U.S. Treasury Obligations. Receipts include Treasury Receipts ("TRs"),
Treasury Investment Growth Receipts ("TIGRs"), and Certificates of Accrual on
Treasury Securities ("CATS").

REPURCHASE AGREEMENTS. Repurchase agreements are agreements by which the Fund
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days from the date of purchase. Repurchase
agreements must be fully collateralized at all times. The Fund bears a risk of
loss in the event the other party defaults on its obligations and the Fund is
delayed or prevented from its right to dispose of the collateral. The Fund
will enter into repurchase agreements only with financial institutions deemed
to present minimal risk of bankruptcy during the term of the agreement based
on established guidelines. Repurchase agreements are considered loans under
the 1940 Act, as amended.

SECURITIES LENDING. In order to generate additional income, the Fund may lend
securities which it owns pursuant to agreements requiring that the loan be
continuously secured by collateral consisting of cash or securities of the
U.S. Government or its agencies equal to at least 100% of the market value of
the securities lent. The Fund continues to receive interest on the securities
lent while simultaneously earning a portion of the return generated from the
collateral (or a portion of the return on the investment of cash collateral).
Collateral is marked to market daily. There may be risks of delay in

5
<PAGE>

recovery of the securities or even loss of rights in the collateral should the
borrower of the securities fail financially or become insolvent.

STANDBY COMMITMENTS. Some securities dealers are willing to sell Municipal
Securities to the Fund accompanied by their commitments to repurchase the
Municipal Securities prior to maturity, at the Fund's option, for the
amortized cost of the Municipal Securities at the time of repurchase. These
arrangements are not used to protect against changes in the market value of
Municipal Securities. They permit the Fund, however, to remain fully invested
and still provide liquidity to satisfy redemptions. The cost of Municipal
Securities accompanied by these "standby" commitments could be greater than
the cost of Municipal Securities without such commitments. Standby commitments
are not marketable or otherwise assignable and have value only to the Fund.
The default or bankruptcy of a securities dealer giving such a commitment
would not affect the quality of the Municipal Securities purchased. However,
without a standby commitment, these securities could be more difficult to
sell. The Fund enters into standby commitments only with those dealers whose
credit the investment adviser believes to be of high quality.

TIME DEPOSITS. Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, it earns a
specified rate of interest over a definite period of time; however, it cannot
be traded in the secondary market. Time deposits may be considered to be
illiquid securities.

U.S. GOVERNMENT AGENCY OBLIGATIONS. Obligations issued or guaranteed by
agencies of the United States 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 United States Government, including, among others, the Federal Home Loan
Mortgage Corporation, the Federal Land Banks and the United States Postal
Service. Some of these securities are supported by the full faith and credit
of the United States Treasury, others are supported by the right of the issuer
to borrow from the Treasury, while still others are supported only by the
credit of the instrumentality. Guarantees of principal by agencies or
instrumentalities of the United States Government may be a guarantee of
payment at the maturity of the obligation so that in the event of a default
prior to maturity there might 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.

U.S. GOVERNMENT SECURITIES. Any guaranty by the U.S. Government of the
securities in which the Fund invests guarantees only the payment of principal
and interest on the guaranteed security and does not guarantee the yield or
value of that security or the yield or value of shares of the Fund.

U.S. TREASURY OBLIGATIONS. U.S. Treasury obligations consist of bills, notes,
and bonds issued by the U.S. Treasury, and separately traded interest and
principal component parts of such obligations that are transferable through
the Federal book-entry system known as Separately Traded Registered Interest
and Principal Securities ("STRIPS"). The Fund does not expect to trade STRIPS
actively.

6
<PAGE>

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. A
demand instrument with a demand notice exceeding seven days may be considered
illiquid if there is no secondary market for such securities.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase
commitment. However, the Fund may purchase securities on a when-issued or
delayed basis only when settlement takes place within 15 days of the purchase
of such securities. To the extent required by the 1940 Act, the Fund will
maintain with the custodian a separate account with liquid high grade debt
securities or cash in an amount at least equal to these commitments. The
interest rate realized on these securities is fixed as of the purchase date
and no interest accrues to the Fund before settlement. These securities are
subject to market fluctuation due to changes in market interest rates and it
is possible that the market value at the time of settlement could be higher or
lower than the purchase price if the general level of interest rates has
changed. Although the Fund generally purchases securities on a when-issued or
forward commitment basis with the intention of actually acquiring securities
for its portfolio, the Fund may dispose of a when-issued security or forward
commitment prior to settlement if it deems appropriate.

INVESTMENT LIMITATIONS

The Fund will not:

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

The above investment limitations cannot be changed without shareholder
approval.

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

MANAGEMENT OF THE FUND

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

7
<PAGE>

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 has delegated
these responsibilities, subject to its supervision, to the sub-adviser.

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. Compass Bank is a wholly-owned subsidiary of Compass
Bancshares, Inc. ("Bancshares"), a bank holding company organized under
the laws of Delaware. Through its subsidiaries and affiliates, Bancshares,
the 55th largest bank holding company in the United States in terms of
total assets as of , 1997, offers a full range of financial
services to the public including commercial lending, depository services,
cash management, brokerage services, retail banking, credit card services,
investment advisory services and trust services.

As of , 1997, Compass Bank offered a broad range of
commercial banking services. The Adviser has served as investment adviser
to mutual funds since February 5, 1990, and as of , 1997, the
Asset Management Group of Compass Bank had approximately $ billion under
administration of which it had investment discretion over approximately
$ billion. The Asset Management Group of Compass Bank provides
investment advisory and management services for the assets of individuals,
pension and profit sharing plans, endowments and foundations.

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

INVESTMENT SUB-ADVISER. Weiss, Peck & Greer, L.L.C. ("WPG") serves as the
Fund's investment sub-adviser under a sub-advisory agreement (the "Sub-
Advisory Agreement") with the Adviser. Under the Sub-Advisory Agreement, WPG
invests the assets of the Fund on a daily basis, and continuously administers
the investment program of the Fund.

WPG is a limited liability company founded as a limited partnership in 1970,
and engages in investment management, venture capital management and
management buyouts. Since its founding, WPG has been active in managing
portfolios of tax exempt securities. Currently, WPG manages over $ billion
in assets, $ billion of which is invested in tax exempt money market funds.
The principal business address of WPG is One New York Plaza, New York, N.Y.
10004.

WPG is entitled to a fee which is paid by the Adviser and which is calculated
daily and paid monthly, at an annual rate of:

DISTRIBUTION OF INSTITUTIONAL SHARES

8
<PAGE>

distributor for a number of investment companies. In connection with the sale
of Institutional Shares, the Distributor may, from time to time, offer certain
items of nominal value to any shareholder or investor.

ADMINISTRATION OF THE FUND

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

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

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

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

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

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

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

SHARE PURCHASES

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

9
<PAGE>

The minimum initial investment in Institutional Shares of the Fund is
[$1,000,000]; however, the Distributor may waive the minimum investment in its
discretion.

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

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

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

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

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

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional Shares unless cash payments are
requested by shareholders in writing to the Trust or Compass, as appropriate.
Share purchase orders received by the Fund before 11:00 a.m. (Central time)
earn dividends that day.

10
<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
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 Money Market Fund, The Expedition Equity Fund and The
Expedition Bond Fund. Neither the Trust nor any of the Funds imposes any
additional fees on exchanges.

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

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

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

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

Telephone exchange instructions must be received before 1:00 p.m. (Central
time) for Shares to be exchanged the same day.

11
<PAGE>

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

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

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

BY TELEPHONE. Shareholders may redeem Shares of the Fund by telephoning
Compass. Shareholders may call toll-free 1-800-992-2085. An authorization form
permitting the Fund to accept telephone redemption requests must first be
completed. Redemption requests through Compass must be received before 11:30
a.m. (Central time). If at any time, the Fund shall determine it necessary to
terminate or modify this method of redemption, shareholders would be promptly
notified.

Redemption requests must be received by and transmitted to Compass before
11:30 a.m. (Central time) in order for the proceeds to be wired that same day.
Compass is responsible for promptly submitting redemption requests and
providing proper written redemption instructions to the Transfer Agent.

For calls received by Compass before 11:30 a.m. (Central time) proceeds will
normally be wired the same day to Compass. For calls received after 11:30 a.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 11:30 a.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 Tax-Free Money Market Fund--
Institutional Shares, P.O. Box 8010, Boston, Massachusetts 02266-8010.

12
<PAGE>

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

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

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

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

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

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

VOTING RIGHTS

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

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, or a change in a fundamental investment
limitation, the lesser of (a) more than 50% of the outstanding shares of a
Fund, or (b) at least 67% of the shares of a Fund present at a meeting at
which the holders of more than 50% of the outstanding shares of such Fund are
represented in person or by proxy.

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

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

13
<PAGE>

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

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

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

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

FEDERAL INCOME TAX

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

If, at the close of each quarter of its taxable year, at least 50% of the
value of the Fund's assets consist of obligations the interest on which is
excludable from gross income for federal tax purposes, the Fund may pay
"exempt-interest dividends" to its shareholders. Those dividends constitute
the portion of the aggregate dividends as designated by the Fund equal to the
excess of the excludable interest over certain amounts disallowed as
deductions. Exempt-interest dividends are excludable from a shareholder's
gross income for regular federal income tax purposes, but may have certain
collateral federal income tax consequences, including alternative minimum tax.
See the Statement of Additional Information.

Current federal law limits the types and volume of bonds qualifying for the
federal income tax exemption of interest, which may have an effect on the
ability of the Fund to purchase sufficient amounts of tax-exempt securities to
satisfy the Code's requirements for the payment of "exempt-interest
dividends."

14
<PAGE>

Dividends declared by the Fund in October, November or December of any year
and payable to shareholders of record on a date in one of those months will be
deemed to have been paid by the Fund and received by the shareholders on
December 31 of the year and paid by the Fund at any time during the following
January.

A sale, exchange or redemption of a Fund's shares generally is a taxable
transaction to the shareholder.

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.

The Fund may also advertise a "tax-equivalent yield," which is calculated by
determining the rate of return that would have to be achieved on a fully
taxable investment to produce the after-tax equivalent of the Fund's yield,
assuming certain tax brackets for the shareholder.

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.

15
<PAGE>

Yield, effective yield, tax-equivalent 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, tax-equivalent yield and total return for
Institutional Shares, for the same period, ordinarily will exceed that of
Investment Service Shares.

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

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

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

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

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

16
<PAGE>

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

<TABLE>
<S> <C> <C>
The Expedition Tax-Free 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
- --------------------------------------------------------------------------------------------------------------------------
Investment Sub-Adviser
Weiss, Peck & Greer, L.L.C. One New York Plaza
New York, New York 10004
- --------------------------------------------------------------------------------------------------------------------------
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>

17
<PAGE>

THE EXPEDITION
TAX-FREE MONEY MARKET FUND
INSTITUTIONAL SHARES
PROSPECTUS

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

, 1998
----------

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

COMPASS BANK
---------------------------
Investment Adviser
Cusip #

[LOGO OF RECYCLED PAPER APPEARS HERE]
<PAGE>

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

PROSPECTUS

The Investment Service Shares ("Shares") offered by this prospectus represent
interests in the portfolio known as The Expedition Tax-Free 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.

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

The Trust has also filed a Statement of Additional Information dated ,
1997 with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information 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.

Prospectus dated , 1998
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
SUMMARY OF FUND EXPENSES 1
- --------------------------------------------------------------------------------
GENERAL INFORMATION 2
- --------------------------------------------------------------------------------
INVESTMENT INFORMATION 2
- --------------------------------------------------------------------------------

Investment Objective 2
Investment Policies 2
Investment-Limitations 7
FUND INFORMATION 7
- --------------------------------------------------------------------------------
Management of the Fund 7
Distribution of Investment Service
Shares 8
Administration of the Fund 9
NET ASSET VALUE 9
- --------------------------------------------------------------------------------
INVESTING IN INVESTMENT SERVICE
SHARES 10
- --------------------------------------------------------------------------------

Share Purchases 10
What Shares Cost 11
Shareholder Accounts 11
Dividends 11
Capital Gains 11
Systematic Investment Program 11
Retirement Plans 11
EXCHANGE PRIVILEGE 12
- --------------------------------------------------------------------------------

REDEEMING INVESTMENT SERVICE
SHARES 13
- --------------------------------------------------------------------------------

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

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

Federal Income Tax 16
PERFORMANCE INFORMATION 17
- --------------------------------------------------------------------------------
OTHER CLASSES OF SHARES 18
- --------------------------------------------------------------------------------
ADDRESSES 19
- --------------------------------------------------------------------------------
</TABLE>

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) .................................. [0.07%]
Shareholder Servicing Fee .......................................... [0.36%]
Total Other Expenses (2)............................................ [0.23%]
Total Operating Expenses (3)........................................ [0.68%]
</TABLE>

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

(3) Absent the voluntary waivers and reimbursements described above, "Total
Operating Expenses" for the Fund are estimated to be 0.81% for the current
fiscal year.

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

1
<PAGE>

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

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

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, exempt from
Federal income taxes, 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 (the "1940 Act") which regulates
money market mutual funds and by following the investment policies described
in this prospectus.

INVESTMENT POLICIES

2
<PAGE>

The Fund may purchase securities on a when-issued or delayed basis only when
settlement takes place within 15 days of the purchase of such securities.

The Fund may invest up to 20% of the Fund's net assets in the aggregate in
taxable money market instruments, taxable money market mutual funds, and
securities subject to the alternative minimum tax. Taxable money market
instruments in which the Fund may invest consist of (i) bankers' acceptances,
certificates of deposits, notes and time deposits of highly-rated U.S. banks
and U.S. branches of foreign banks; (ii) U.S. Treasury obligations and
obligations issued or guaranteed by the agencies and instrumentalities of the
U.S. Government, including STRIPS; (iii) high quality commercial paper issued
by U.S. and foreign corporations; (iv) debt obligations with a maturity of one
year or less issued by corporations with outstanding high-quality commercial
paper; (v) receipts (including TRs, TIGRs and CATs, as defined below) and (vi)
repurchase agreements involving any of the foregoing obligations entered into
with highly-rated banks and broker-dealers.

The Fund may engage in securities lending and may also borrow money in amounts
up to 33 1/3% of its net assets.

A sale, exchange or redemption of a Fund's shares generally is a taxable
transaction to the shareholder.

3
<PAGE>

COMMERCIAL PAPER. Commercial paper is a term used to describe unsecured short-
term promissory notes issued by corporations and other entities. Maturities on
these issues vary from a few to 270 days.

MUNICIPAL SECURITIES. Municipal securities consist of (i) debt obligations
issued by or on behalf of public authorities to obtain funds to be used for
various public facilities, for refunding outstanding obligations, for general
operating expenses, and for lending such funds to other public institutions
and facilities, and (ii) certain private activity and industrial development
bonds issued by or on behalf of public authorities to obtain funds to provide
for the construction, equipment, repair, or improvement of privately operated
facilities. General obligations bonds are backed by the taxing power of the
issuing municipality. Revenue bonds are backed by the revenues of a project or
facility; tolls from a toll bridge for example. Certificates of participation
represent an interest in an underlying obligation or commitment such as an
obligation issued in connection with a leasing arrangement. The payment of
principal and interest on private activity and industrial development bonds
generally is dependent

4
<PAGE>

solely on the ability of the facility's user to meet its financial obligations
and the pledge, if any, of real and personal property so financed as security
for such payment.

REPURCHASE AGREEMENTS. Repurchase agreements are agreements by which the Fund
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days from the date of purchase. Repurchase
agreements must be fully collateralized at all times. The Fund bears a risk of
loss in the event the other party defaults on its obligations and th Fund is
delayed or prevented from its right to dispose of the collateral. The Fund
will enter into repurchase agreements only with financial institutions deemed
to present minimal risk of bankruptcy during the term of the agreement based
on established guidelines. Repurchase agreements are considered loans under
the 1940 Act.

5
<PAGE>

VARIABLE AND FLOATING RATE INSTRUMENTS. Certain of the obligations purchased
by the Fund may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. 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

6
<PAGE>

not accurately reflect existing market interest rates. A demand instrument
with a demand notice exceeding seven days may be considered illiquid if there
is no secondary market for such securities.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase
commitment. However, the Fund may purchase securities on a when-issued or
delayed basis only when settlement takes place within 15 days of the purchase
of such securities. To the extent required by the 1940 Act, the Fund will
maintain with the custodian a separate account with liquid securities or cash
in an amount at least equal to these commitments. The interest rate realized
on these securities is fixed as of the purchase date and no interest accrues
to the Fund before settlement. These securities are subject to market
fluctuation due to changes in market interest rates and it is possible that
the market value at the time of settlement could be higher or lower than the
purchase price if the general level of interest rates has changed. Although
the Fund generally purchases securities on a when-issued or forward commitment
basis with the intention of actually acquiring securities for its portfolio,
the Fund may dispose of a when-issued security or forward commitment prior to
settlement if it deems appropriate.

INVESTMENT LIMITATIONS

The Fund will not:

The above investment limitations cannot be changed without shareholder
approval.

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

MANAGEMENT OF THE FUND

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

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 has delegated
these responsibilities, subject to its supervision, to the sub-adviser.

7
<PAGE>

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 55th largest bank holding company in the United States in terms of
total assets as of , 1997, offers a full range of financial services
to the public including commercial lending, depository services, cash
management, brokerage services, retail banking, credit card services,
investment advisory services and trust services.

As of , 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, and as of , 1997, the Asset Management
Group of Compass Bank had approximately $ billion under administration
of which it had investment discretion over approximately $ billion.
The Asset Management Group of Compass Bank provides investment advisory
and management services for the assets of individuals, pension and profit
sharing plans, endowments and foundations.

INVESTMENT SUB-ADVISER. Weiss, Peck & Greer, L.L.C. ("WPG") serves as the
Fund's investment sub-adviser under a sub-advisory agreement (the "Sub-
Advisory Agreement") with the Adviser. Under the Sub-Advisory Agreement,
WPG invests the assets of the Fund on a daily basis, and continuously
administers the investment program of the Fund.

WPG is a limited liability company founded as a limited partnership in
1970, and engages in investment management, venture capital management and
management buyouts. Since its founding, WPG has been active in managing
portfolios of tax exempt securities. Currently, WPG manages over $
billion in assets, $ billion of which is invested in tax exempt money
market funds. The principal business address of WPG is One New York Plaza,
New York, N.Y. 10004.

WPG is entitled to a fee which is paid by the Adviser and which is
calculated daily and paid monthly, at an annual rate of:

DISTRIBUTION OF INVESTMENT SERVICE SHARES

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

8
<PAGE>

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 other affiliates of Bancshares, to provide shareholder and/or
administrative services as agents for their clients or customers who
beneficially own shares of the Fund. Administrative services may include, but
are not limited to, the following functions: providing office space,
equipment, telephone facilities, and various personnel including clerical,
supervisory, and computer as necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries regarding the Fund; assisting clients with
changing dividend options, account designations and addresses; and providing
such other services as the Fund reasonably requests. The schedules of fees and
the basis upon which fees will be paid will be determined, from time to time,
by the Distributor.

ADMINISTRATION OF THE FUND

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

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

9
<PAGE>

The net asset value is determined at 12:00 noon (central time), 1:00 p.m.
(Central time), and as of the close of trading on the New York Stock Exchange
("NYSE") (normally 3:00 p.m., Central time) on days on which both the NYSE and
the Federal Reserve wire system are open for business.

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

SHARE PURCHASES

Investment Service Shares are available through the Asset Management Group of
Compass Bank, or through other affiliates of Bancshares or divisions of
affiliates of Bancshares providing fiduciary, trust, private banking, agency,
custody and similar services. Investment Service Shares also may be purchased
through divisions and affiliates of Compass Bank and other affiliates of
Bancshares providing brokerage and investment services, including Compass
Brokerage, Inc., or through the Transfer Agent. Investors may purchase
Investment Service Shares of the Fund on each Business Day. The minimum
initial investment is $1,000, except for an IRA account, which requires a
minimum initial investment of $500. Subsequent investments must be in amounts
of at least $100. Investors purchasing shares pursuant to the systematic
investment program, which is described below, are subject to different
investment requirements. The Trust reserves the right to reject any purchase
request.

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

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

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

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

When payment is made through wire transfer of federal funds, the order is
considered received immediately upon receipt of the wire. Payment by wire must
be received before 1:00 p.m. (Central time). Prior to purchasing by wire,
customers (other than Compass Asset Management customers) should call a
Compass Brokerage, Inc. personal investment officer or other authorized
registered representative or the Transfer Agent prior to 11:00 a.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 Tax-Free 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.

10
<PAGE>

WHAT SHARES COST

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

SHAREHOLDER ACCOUNTS

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

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional Shares unless cash payments are
requested by shareholders in writing to the Transfer Agent or Compass as
appropriate. Share purchase orders received by the Fund before 11:00 a.m
(Central time) earn dividends that day.

CAPITAL GAINS

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

SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment
of Investment Service Shares on a regular basis in a minimum amount of $100
($25 for directors, officers and employees of Bancshares or its affiliates and
members of their immediate families). 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.

11
<PAGE>

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

Shareholders may exchange Investment Service Shares of the Fund for Investment
Service Shares of the Expedition Money Market Fund 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 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.

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 shareholders. In the
case where the new account registration is not identical to that of the
existing account, a signature guarantee is required. (See "Redeeming Shares--
By Mail.") Exercise of this privilege is treated as a redemption and new
purchase for federal income tax purposes and, depending on the circumstances,
a short or long-term capital gain or loss may be realized. The Fund reserves
the right to modify or terminate the exchange privilege at any time.
Shareholders would be notified prior to any modification or termination.
Shareholders may obtain further information on the exchange privilege by
calling Compass Brokerage, Inc. or the Transfer Agent at 1-800-992-2085.
Shareholders who exchange into Shares of the Fund will not receive a dividend
from the Fund on the date of the exchange.

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

12
<PAGE>

Telephone exchange instructions must be received before 1:00 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 Tax-Free Money Market Fund--
Investment Service Shares, P.O. Box 8010, Boston, Massachusetts 02266-8010.

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

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

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
11:30 a.m. (Central time). It is the responsibility of Compass Brokerage, Inc.
or the Transfer Agent to transmit orders to the Fund by 11:30 a.m. (Central
time). If at any time, the Fund shall determine it necessary to terminate or
modify this method of redemption, shareholders would be promptly notified.

Redemption requests must be received by and transmitted to Compass Brokerage,
Inc. or the Transfer Agent before 11:30 a.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 11:30 a.m. (Central time) proceeds will normally be
wired the same day. For calls received after 11:30 a.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.

13
<PAGE>

Redemption requests received before 11:30 a.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 Tax-Free Money Market Fund--Investment Service Shares, P.O.
Box 8010, Boston, Massachusetts 02266-8010.

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

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

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

SYSTEMATIC WITHDRAWAL PROGRAMS

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

14
<PAGE>

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

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

ACCOUNTS WITH LOW BALANCES

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

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

VOTING RIGHTS

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

15
<PAGE>

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

16
<PAGE>

A sale, exchange or redemption of a Fund's shares generally is a taxable
transaction to the shareholder.

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.

17
<PAGE>

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.

18
<PAGE>

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

19
<PAGE>

THE EXPEDITION
TAX-FREE MONEY MARKET FUND
INVESTMENT SERVICE SHARES
PROSPECTUS

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

, 1998
----------

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

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

Investment Adviser

[LOGO OF RECYCLED PAPER APPEARS HERE]
<PAGE>

THE EXPEDITION TAX-FREE MONEY MARKET FUND

(A PORTFOLIO OF THE EXPEDITION FUNDS)

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information should be read with a prospectus of
The Expedition Tax-Free Money Market Fund (the "Fund") dated , 1998.
-------- ---
This Statement of Additional Information is not a prospectus itself. To
receive a copy of the prospectus, write the Fund or call toll-free
1-800-992-2085.

Statement of Additional Information dated , 1998
---------------
<PAGE>

Table of Contents

Information About the Fund................................................. 1

Investment Objective and Policies.......................................... 1

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

Regulatory Compliance...................................................... 8

The Expedition Funds Management............................................ 8

Investment Advisory Services............................................... 12

Brokerage Transactions..................................................... 13

Other Services............................................................. 14

Purchasing Shares.......................................................... 15

Determining Net Asset Value................................................ 16

Redeeming Shares........................................................... 18

Massachusetts Partnership Law.............................................. 18

Tax Status................................................................. 19

Fund Ownership............................................................. 21

Total Return............................................................... 21

Yield...................................................................... 21

Effective Yield............................................................ 21

Tax Equivalent Yield....................................................... 22

Performance Comparisons.................................................... 22

Financial Statements....................................................... 23
<PAGE>

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

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

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

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

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

ADDITIONAL DESCRIPTION OF PERMITTED INVESTMENTS

Variable and Floating Rate Notes

The Tax-Free Money Market Fund may invest in variable rate notes and floating
rate notes (together, "adjustable interest rate notes"). A variable rate note
------------------
is a note whose terms provide for the adjustment of its interest rate on set
dates and which, upon such adjustment, can reasonably be expected to have a
market value that approximates its par value; the degree to which a variable
rate note's market value approximates its par value will depend on the frequency
of the readjustment of the note's interest rate and the length of time that must
elapse before the next readjustment. A floating rate note is a note whose terms
------------------
provide for the adjustment of its interest rate whenever a specified interest
rate changes and which, at any time, can reasonably be expected to have a market
value that approximates its par value. Although there may be no active
secondary market with respect to a particular variable or floating rate note
purchased by the Fund, the Fund may seek to resell the note at any time to a
third party. The absence of an active secondary market, however, could make it
difficult for the Fund to dispose of a variable or floating rate note in the
event the issuer of the note defaulted on its payment obligations, and the Fund
could, as a result or for other reasons, suffer a loss to the extent of the
default. In addition, a variable or floating rate demand note with a demand
notice exceeding seven days may be considered illiquid if there is no secondary
market for such securities. Variable or floating rate notes may be secured by
bank letters of credit.

Variable and floating rate notes will be deemed to have maturities as follows:

1
<PAGE>

1. A variable rate note, the principal amount of which is scheduled on the face
of the instrument to be paid in 397 calendar days or less, will be deemed by the
Fund to have a maturity equal to the period remaining until the next
readjustment of the interest rate.

2. A variable rate note that is subject to a demand feature will be deemed by
the Fund to have a maturity equal to the longer of the period remaining until
the next readjustment of the interest rate or the period remaining until the
principal amount can be recovered through demand.

3. A floating rate note that is subject to a demand feature will be deemed by
the Fund to have a maturity equal to the period remaining until the principal
amount can be recovered through demand.

As used above, a note is "subject to a demand feature" where the Fund is
entitled to receive the principal amount of the note either at any time on no
more than thirty days' notice or at specified intervals not exceeding 397 days
and upon no more than thirty days' notice.

Bank Obligations

The Tax-Free Money Market Fund is not prohibited from investing in obligations
of banks that are clients of SEI Investments Company ("SEI Investments").
However, the purchase of shares of the Fund by such banks or by their customers
will not be a consideration in determining which bank obligations the Fund will
purchase. The Fund will not purchase obligations of the Adviser.

Separately Traded Interest and Principal Securities ("STRIPS")

The Tax-Free Money Market Fund may invest in STRIPS which are component parts of
U.S. Treasury Securities traded through the Federal Book-Entry System. The
Adviser will only purchase STRIPS that it determines are liquid or, if illiquid,
do not violate the Fund's investment policy concerning investments in illiquid
securities. Consistent with Rule 2a-7 of the Investment Company Act of 1940
(the "1940 Act"), the Adviser will purchase for the Tax-Free Money Market Fund
only those STRIPS that have a remaining maturity of 397 days or less; therefore,
the Tax-Free Money Market Fund currently may only purchase interest component
parts of U.S. Treasury Securities. While there is no limitation on the
percentage of the Fund's assets that may be comprised of STRIPS, the Adviser
will monitor the level of such holdings to avoid the risk of impairing
shareholders' redemption rights and of deviations in the value of shares of the
Tax-Free Money Market Fund.

Repurchase Agreements

The Tax-Free Money Market Fund may enter into repurchase agreements with primary
securities dealers recognized by the Federal Reserve Bank of New York or with
national member banks as defined in Section 3(d)(1) of the Federal Deposit
Insurance Act, as amended. The repurchase

2
<PAGE>

agreement will have an agreed-upon price (including principal and interest) and
an agreed-upon repurchase date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed-upon market rate of interest which is unrelated to the coupon
rate or maturity of the underlying security. A repurchase agreement involves
the obligation of the seller to pay the agreed upon price, which obligation is
in effect secured by the value of the underlying security.

The repurchase agreements entered into by the Fund will provide that the
underlying security at all times shall have a value at least equal to 100% of
the resale price stated in the agreement; the Adviser monitors compliance with
this requirement. Under all repurchase agreements entered into by the Fund, the
Custodian or its agent must take possession of the underlying collateral.
However, if the seller defaults, the Fund could realize a loss on the sale of
the underlying security to the extent that the proceeds of sale including
accrued interest are less than the resale price provided in the agreement
including interest. In addition, even though the Federal Bankruptcy Code
provides protection for proceedings, the Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if the Fund is treated as an unsecured creditor and required to return the
underlying security to the seller's estate.

Municipal Securities

Municipal Securities -- The two principal classifications of Municipal
- --------------------
Securities are "general obligation" and "revenue" issues. General obligation
issues are issues involving the credit of an issuer possessing taxing power and
are payable from the issuer's general unrestricted revenues, although the
characteristics and method of enforcement of general obligation issues may vary
according to the law applicable to the particular issuer. Revenue issues are
payable only from the revenues derived from a particular facility or class of
facilities or other specific revenue source. Municipal Securities include debt
obligations issued by governmental entities to obtain funds for various public
purposes, such as the construction of a wide range of public facilities, the
refunding of outstanding obligations, the payment of general operating expenses,
and the extension of loans to other public institutions and facilities. Certain
private activity bonds that are issued by or on behalf of public authorities to
finance various privately-owned or operated facilities are included within the
term "Municipal Securities." Private activity bonds and industrial development
bonds are generally revenue bonds, the credit and quality of which are directly
related to the credit of the private user of the facilities.

Municipal Securities may also include general obligation notes, tax anticipation
notes, bond anticipation notes, revenue anticipation notes, project notes,
certificates of indebtedness, demand notes, tax-exempt commercial paper,
construction loan notes and other forms of short-term, tax-exempt loans. Such
instruments are issued with a short-term maturity in anticipation of the receipt
of tax funds, the proceeds of bond placements or other revenues. Project notes
are issued by a state or local housing agency and are sold by the Department of
Housing and Urban Development. While the issuing agency has the primary
obligation with respect to its project notes, they are also secured by the full
faith and credit of the United States through agreements

3
<PAGE>

with the issuing authority which provide that, if required, the Federal
government will lend the issuer an amount equal to the principal of and interest
on the project notes.

The quality of Municipal Securities, both within a particular classification and
between classifications, will vary, and the yields on Municipal Securities
depend upon a variety of factors, including general money market conditions, the
financial condition of the issuer (or other entity whose financial resources are
supporting the securities), general conditions of the municipal bond market, the
size of a particular offering, the maturity of the obligation and the rating(s)
of the issue. In this regard, it should be emphasized that the ratings of any
NRSRO are general and are not absolute standards of quality. Municipal
Securities with the same maturity, interest rate and rating(s) may have
different yields, while Municipal Securities of the same maturity and interest
rate with different rating(s) may have the same yield.

An issuer's obligations under its Municipal Securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations or upon the ability of municipalities to
levy taxes. The power or ability of an issuer to meet its obligations for the
payment of interest on and principal of its Municipal Securities may be
materially adversely affected by litigation or other conditions.

Municipal Leases -- The Tax-Free Money Market Fund may invest in instruments,
- ----------------
or participations in instruments, issued in connection with lease obligations or
installment purchase contract obligations of municipalities ("municipal lease
obligations"). Although municipal lease obligations do not constitute general
obligations of the issuing municipality, a lease obligation is ordinarily backed
by the municipality's covenant to budget for, appropriate funds for, and make
the payments due under the lease obligation. However, certain lease obligations
contain "non-appropriation" clauses, which provide that the municipality has no
obligation to make lease or installment purchase payments in future years unless
money is appropriated for such purpose in the relevant years. Municipal lease
obligations are a relatively new form of financing, and the market for such
obligations is still developing. Municipal leases will be treated as liquid
only if they satisfy criteria set forth in guidelines established by the Board
of Trustees, and there can be no assurance that a market will exist or continue
to exist for any municipal lease obligation.

Puts on Municipal Securities -- The Tax-Free Money Market Fund may acquire
- ----------------------------
"puts" with respect to its acquisition of Municipal Securities. A put is a
right to sell a specified security (or securities) within a specified period of
time at a specified exercise price. The Fund may sell, transfer, or assign the
put only in conjunction with the sale, transfer, or assignment of the underlying
security or securities.

The amount payable upon the exercise of a put is normally (i) the Fund's
acquisition cost of the Municipal Securities (excluding any accrued interest
which the Fund paid on the acquisition), less any amortized market premium or
plus any amortized market or original issue discount during the

4
<PAGE>

period the Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date during that period.

Puts on Municipal Securities may be acquired to facilitate the liquidity of
portfolio assets and the reinvestment of assets at a rate of return more
favorable than that of the underlying security. The Fund will generally acquire
puts only where the puts are available without the payment of any direct or
indirect consideration. However, if necessary or advisable, the Fund may pay
for puts either separately in cash or by paying a higher price for portfolio
securities which are acquired subject to the puts (thus reducing the yield to
maturity otherwise available for the same securities).

Taxable Municipal Securities -- The Tax-Free Money Market Fund may invest up to
- ----------------------------
20% of its net assets in Municipal Securities, such as certain private activity
or industrial revenue bonds, the interest on which is not tax-exempt for Federal
income tax purposes but which otherwise meet the Fund's investment criteria.

When-Issued Securities

The Fund may purchase debt obligations on a when-issued basis, in which case
delivery and payment normally take place on a future date. The Fund will make
commitments to purchase obligations on a when-issued basis only with the
intention of actually acquiring the securities, but may sell them before the
settlement date. During the period prior to the settlement date, the securities
are subject to market fluctuation, and no interest accrues on the securities to
the purchaser. The payment obligation and the interest rate that will be
received on the securities at settlement are each fixed at the time the
purchaser enters into the commitment. Purchasing obligations on a when-issued
basis may be used as a form of leveraging because the purchaser may accept the
market risk prior to payment for the securities. The Fund, however, will not
use such purchases for leveraging; instead, as disclosed in the Prospectus, the
Fund will set aside assets to cover its commitments. If the value of these
assets declines, the Fund will place additional liquid assets aside on a daily
basis so that the value of the assets set aside is equal to the amount of the
commitment.

Securities Lending

The Tax-Free money Market Fund may lend securities pursuant to agreements
requiring that the loans be continuously secured by cash, U.S. Government
securities, or any combination of cash and such securities, as collateral equal
to 100% of the market value at all times of the securities lent. Such loans
will not be made if, as a result, the aggregate amount of all outstanding
securities loans for the Fund exceed one-third of the value of the Fund's total
assets taken at fair market value. The Fund will continue to receive interest
on the securities lent while simultaneously earning interest on the investment
of the cash collateral in U.S. Government securities. However, the Fund will
normally pay lending fees to such broker-dealers and related expenses from the
interest earned on invested collateral. Investments made with this collateral
are considered to be

5
<PAGE>

assets of the Fund and must comply with the Fund's investment limitations.
There may be risks of delay in receiving additional collateral or risks of delay
in recovery of the securities or even loss of rights in the collateral should
the borrower of the securities fail financially. However, loans are made only
to borrowers deemed by the Adviser to be of good standing and when, in the
judgment of the Adviser, the consideration which can be earned currently from
such securities loans justifies the attendant risk. Any loan may be terminated
by either party upon reasonable notice to the other party. The Fund may use the
Distributor or a broker-dealer affiliate of the Adviser as a broker in these
transactions.

Investment Company Shares

The Fund may invest in shares of other investment companies, to the extent
permitted by applicable law and subject to certain restrictions. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Fund. The Fund's purchase of such investment company
securities results in the layering of expenses, such that shareholders would
indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees, in addition to paying Fund
expenses. Under applicable regulations, the Fund is prohibited from acquiring
the securities of another investment company if, as a result of such
acquisition: (1) the Fund owns more than 3% of the total voting stock of the
other company; (2) securities issued by any one investment company represent
more than 5% of the Fund's total assets; or (3) securities (other than treasury
stock) issued by all investment companies represent more than 10% of the total
assets of the Fund. See also "Investment Limitations."

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

I. Investment Limitations of the Fund

The Fund is subject to a number of fundamental investment restrictions that may
be changed only by a vote of a majority of the outstanding shares of the Fund.
A "majority of the outstanding shares" of the Trust or the Fund means the
affirmative vote, at a meeting of shareholders duly called, of the lesser of (a)
67% or more of the votes of shareholders of the Trust or the Fund present at a
meeting at which the holders of more than 50% of the votes attributable to
shareholders of record of the Trust or the Fund are represented in person or by
proxy, or (b) the holders of more than 50% of the outstanding votes of
shareholders of the Trust or the Fund.

Pursuant to these investment restrictions, the Fund will not:

1. Purchase securities of any one issuer, other than obligations issued or
guaranteed by the U.S. Government or its agencies and instrumentalities and
repurchase agreements involving such securities, if, immediately after such
purchase, more than 5% of the value of its total assets would be invested
in any one issuer, or more than 10% of the outstanding voting securities of
such issuer; provided that the Fund may invest up to 25% of its total
--------
assets without regard to this restriction only as permitted by applicable

6
<PAGE>

laws and regulations. For purposes of this limitation, a security is
considered to be issued by the government entity (or entities) whose assets
and revenues back the security; with respect to a private activity bond
that is backed only by the assets and revenues of a non-governmental user,
a security is considered to be issued by such non-governmental user. For
purposes of this limitation, all debt securities are each considered as one
class.

2. Invest in companies for the purpose of exercising control.

3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding one-third of the value of total assets. Any borrowing
will be done from a bank and to the extent that such borrowing exceeds 5%
of the value of the Fund's assets, asset coverage of at least 300% is
required. In the event that such asset coverage shall at any time fall
below 300%, the Fund shall, within three days thereafter or such longer
period as the Securities and Exchange Commission may prescribe by rules and
regulations, reduce the amount of its borrowings to such an extent that the
asset coverage of such borrowings shall be at least 300%. This borrowing
provision is included solely to facilitate the orderly sale of portfolio
securities to accommodate heavy redemption requests if they should occur
and is not for investment purposes. All borrowings will be repaid before
making additional investments and any interest paid on such borrowings will
reduce income.

4. Pledge, mortgage or hypothecate assets except to secure temporary
borrowings permitted by (3) above in aggregate amounts not to exceed 10% of
total assets taken at current value at the time of the incurrence of such
loan, except as permitted with respect to securities lending.

5. Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts and interests in a pool of securities
that are secured by interests in real estate. However, subject to their
permitted investments, the Fund may invest in companies which invest in
real estate commodities or commodities contracts.

6. Make short sales of securities, maintain a short position or purchase
securities on margin, except that the Fund may obtain short-term credits as
necessary for the clearance of security transactions; this limitation shall
not prohibit short sales "against the box."

7. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter under Federal securities laws in selling the Fund
security.

8. Purchase securities of other investment companies except as permitted by
the 1940 Act, and the rules and regulations thereunder.

7
<PAGE>

9. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowings as described above or as permitted by rule,
regulation or order of the Securities and Exchange Commission.

10. Make loans except that the Fund may (i) purchase or hold debt instruments
in accordance with its investment objective and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as
described in the Prospectus and this Statement of Additional Information.

NON-FUNDAMENTAL POLICIES

The Fund may not invest in illiquid securities in an amount exceeding, in the
aggregate, 10% of its net assets.

The Fund may not invest in interests in oil, gas or other mineral exploration or
development programs or oil, gas or mineral leases.

With the exception of the limitations that apply to illiquid securities, the
foregoing percentages will apply at the time of the purchase of a security and
shall not be considered violated unless an excess occurs or exists immediately
after and as a result of a purchase of such security.

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

The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940. In particular, the Fund will comply
with the various requirements of Rule 2a-7, which regulates money market mutual
funds. For example, with limited exceptions, Rule 2a-7 prohibits the investment
of more than 5% of the Fund's total assets in the securities of any one issuer,
although the Fund's investment limitation only requires such 5% diversification
with respect to 75% of its assets. The Fund will invest more than 5% of its
assets in any one issuer only under the circumstances permitted by Rule 2a-7.
The Fund will also determine the effective maturity of its investments, as well
as its ability to consider a security as having received the requisite short-
term ratings by NRSROs according to Rule 2a-7. The Fund may change these
operational policies to reflect changes in the laws and regulations without the
approval of its shareholders.

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

Trustees and Officers of the Trust

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

8
<PAGE>

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

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

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

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

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

9
<PAGE>

Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI
International Trust, Insurance Investment Products Trust, SEI Asset Allocation
Trust and SEI Institutional Investments Trust.

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

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

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

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

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

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

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

10
<PAGE>

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

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

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

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

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

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

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

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

The Board of Trustees was elected at a Shareholder meeting on May 16, 1997. The
following table exhibits Trustee compensation for the fiscal period ended
October 31, 1997.

==========================================================================================================================
Aggregate Compensation From Registrant for Pension or Retirement Benefits
Name of Person, Position the Fiscal Period Ended October 31, 1997 Accrued as Part of Trust Expenses
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John T. Cooney, Trustee $1,426 N/A
- -------------------------------------------------------------------------------------------------------------------------
Frank E. Morris, Trustee $1,426 N/A
- -------------------------------------------------------------------------------------------------------------------------
Robert Patterson, Trustee $1,426 N/A
- -------------------------------------------------------------------------------------------------------------------------
Eugene B. Peters, Trustee $1,426 N/A
- -------------------------------------------------------------------------------------------------------------------------
James M. Storey, Esq., Trustee $1,426 N/A
- -------------------------------------------------------------------------------------------------------------------------
William M. Doran, Esq., Trustee $0 N/A
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
==========================================================================================================================
Aggregate Compensation From Registrant for Pension or Retirement Benefits
Name of Person, Position the Fiscal Period Ended October 31, 1997 Accrued as Part of Trust Expenses
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert A. Nesher, Chairman of the Board $0 N/A
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

Trustee Liability

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

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

Adviser to the Fund

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

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

Advisory Fees

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

For the fiscal year ended October 31, 1997, the Fund had not commenced
operations and therefore did not pay advisory fees.

Sub-Advisor to the Fund

The Adviser has entered into a sub-advisory agreement (the "Sub-Advisory
Agreement") with Weiss, Peck & Greer, L.L.C. ("WPG") dated
---------------------
relating to the Fund.

12
<PAGE>

The continuance of a Sub-Advisory Agreement, after the first year, must be
specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The Sub-Advisory
Agreement may be terminated by the Adviser, the Trust's Board of Trustees or by
a vote of the majority of the outstanding voting securities of the Fund at any
time, without the payment or any penalty, on sixty (60) days' written notice to
WPG and may be terminated at any time by ninety (90) days' written notice to the
Adviser. This Agreement will immediately terminate in the event of its
assignment or upon termination of the Sub-Advisory Agreement between the Adviser
and the Trust with regard to the Fund (As used in this Agreement, the terms
"majority of the outstanding voting securities," "interested persons" and
"assignment" have the same meaning of such terms in the 1940 Act).

Sub-Advisory Fees

For its sub-advisory services, WPG received an annual sub-advisory fee as
described in the prospectus.

For the fiscal year ended October 31, 1997, the Fund had not commenced
operations and therefore did not pay sub-advisory fees.

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 Fund or to the Adviser and may include: advice as to
the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers and
dealers may be used by the Adviser or its affiliates in advising the Fund and
other accounts. To the extent that receipt of these services may supplant
services for which the Adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The Adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They determine in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided. For the fiscal year
ended October 31, 1997, the Fund had not commenced operations and therefore did
not pay brokerage commissions.

13
<PAGE>

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

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

Fund Administration

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

The Administrator, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interest in the Administrator. SEI Investments and its
affiliates, including the Administrator, are leading providers of funds
evaluation services, trust accounting systems, and brokerage and information
services to financial institutions, institutional investors and money managers.
The Administrator and its affiliates also serve as administrator 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, The Expedition
Funds, FMB Funds, 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, Profit Funds Investment Trust,
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, Stepstone Funds, STI Classic
Funds, STI Classic Variable Trust, and TIP Funds.

14
<PAGE>

Distributor

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

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

Custodian

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

Transfer Agent and Servicing Agent

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

Independent Auditors

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

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

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

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

15
<PAGE>

Shareholder Service Plan

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

For the fiscal year ended October 31, 1997, the Fund had not commenced
operations and therefore did not pay shareholder servicing fees.

Conversion to Federal Funds

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

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

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

Use of the Amortized Cost Method

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

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the SEC under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures

16
<PAGE>

reasonably designed to stabilize the net asset value per Share, as computed for
purposes of distribution and redemption, at $1.00 per Share, taking into account
current market conditions and the Fund's investment objective.

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

Monitoring Procedures

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

Investment Restrictions

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

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

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

In periods of declining interest rates, the indicated daily yield on Shares of
the Fund, computed by dividing the annualized daily income on the Fund's
portfolio by the net asset value computed as

17
<PAGE>

above, may tend to be higher than a similar computation made by using a method
of valuation based upon market prices and estimates.

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

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

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

Redemption in Kind

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

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

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

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

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

18
<PAGE>

obligations of the Trust. These documents require notice of this disclaimer to
be given in each agreement, obligation or instrument that the Trust or its
Trustees enter into or sign.

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

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

The Fund's Tax Status

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

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

. invest in securities within certain statutory limits; and

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

Shareholders' Tax Status

Exempt-interest dividends are excludable from a shareholder's gross income for
regular federal income tax purposes. Exempt-interest dividends may nevertheless
be subject to the alternative minimum tax (the "Alternative Minimum Tax")
imposed by Section 55 of the Code or the environmental tax (the "Environmental
Tax") imposed by Section 59A of the Code. The Alternative Minimum Tax is
imposed at rates of 26% and 28% in the case of non-corporate taxpayers and at
the rate of 20% in the case of corporate taxpayers, to the extent it exceeds the
taxpayer's regular tax liability. The Environmental Tax is imposed at the rate
of 0.12% and applies only to corporate taxpayers. The Alternative Minimum Tax
and the Environmental Tax may be imposed in two circumstances. First, exempt-
interest dividends derived from certain "private activity bonds" issued after
August 7, 1986, will generally be an item of tax preference (and therefore
potentially subject to the Alternative Minimum Tax and the Environmental Tax)
for both corporate and non-corporate taxpayers. Second, in the case of exempt-
interest dividends received by corporate shareholders, all exempt-interest
dividends, regardless of when the bonds from which they are derived were issued
or whether they are derived from private activity bonds,

19
<PAGE>

will be included in the corporation's "adjusted current earnings," as defined in
Section 56(g) of the Code, in calculating the corporation's alternative minimum
taxable income for purposes of determining the Alternative Minimum Tax and the
Environmental Tax.

Any loss recognized by a shareholder upon the sale or redemption of shares of
the Fund held for six months or less will be disallowed to the extent of any
exempt-interest dividends the shareholder has received with respect to such
shares. Interest on indebtedness incurred by shareholders to purchase or carry
shares of the Fund will not be deductible for federal income tax purposes. The
deduction otherwise allowable to property and casualty insurance companies for
"losses incurred" will be reduced by an amount equal to a portion of exempt-
interest dividends received or accrued during any taxable year. Foreign
corporations engaged in a trade or business in the United States will be subject
to a "branch profits tax" on their "dividend equivalent amount" for the taxable
year, which will include exempt-interest dividends. Certain Subchapter S
corporations may also be subject to taxes on their "passive investment income,"
which could include exempt-interest dividends. Up to 85% of the Social Security
benefits or railroad retirement benefits received by an individual during any
taxable year will be included in the gross income of such individual if the
individual's "modified adjusted gross income" (which includes exempt-interest
dividends) plus one-half of the Social Security benefits or railroad retirement
benefits received by such individual during that taxable year exceeds the base
amount described in Section 86 of the Code.

The Fund may not be an appropriate investment for persons (including
corporations and other business entities) who are "substantial users" (or
persons related to such users) of facilities financed by industrial development
or private activity bonds. A "substantial user" is defined generally to include
certain persons who regularly use a facility in their trade or business. Such
entities or persons should consult their tax advisors before purchasing shares
of the Fund.

Issuers of bonds purchased by the Fund (or the beneficiary of such bonds) may
have made certain representations or covenants in connection with the issuance
of such bonds to satisfy certain requirements of the Code that must be satisfied
subsequent to the issuance of such bonds. Investors should be aware that exempt-
interest dividends derived from such bonds may become subject to federal income
taxation retroactively to the date thereof if such representations are
determined to have been inaccurate or if the issuer of such bonds (or the
beneficiary of such bonds) fails to comply with such covenants.

Capital Gains

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

20
<PAGE>

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

The Fund is new and therefore there are no shareholders who own 5% or more of
the shares of the Fund as of the date of this Statement of Additional
Information.

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

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

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

The 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 either
class of shares, the performance will be reduced for those shareholders paying
those fees.

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

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

21
<PAGE>

. adding 1 to the base period return;

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

. subtracting 1 from the result.

Tax-Equivalent Yield
- --------------------------------------------------------------------------------

The Tax Exempt Money Market Fund may also advertise a "tax-equivalent yield,"
which is calculated by determining the rate of return that would have to be
achieved on a fully taxable investment to produce the after-tax equivalent of
the Fund's yield, assuming certain tax brackets for a shareholder. The tax-
equivalent yield of the Fund will be calculated by adding (a) the portion of the
Fund's yield that is not tax-exempt and (b) the result obtained by dividing the
portion of the Fund's yield that is tax-exempt by the difference of one minus a
stated income tax rate.

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

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

. portfolio quality;

. average portfolio maturity;

. type of instruments in which the portfolio is invested;

. changes in interest rates on money market instruments;

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

. the relative amount of Fund cash flow.

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

. Lipper Analytical Services, Inc. ranks funds in various fund categories
by making comparative calculations using total return. Total return
assumes the reinvestment of all income dividends and capital gains
distributions, if any. From time to time, the Fund will quote its Lipper
ranking in the "money market instrument funds'' category in advertising
and sales literature.

22
<PAGE>

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

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

Economic and Market Information

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

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

Deloitte & Touche LLP serves as the Trust's independent public accountants.
Financial information with respect to the Fund will be included in the Trust's
1998 Annual Report to Shareholders, which, when available, may be obtained free
of charge.

23
<PAGE>

PART C: OTHER INFORMATION

Item 24. Financial Statements and Exhibits:

(a) Financial Statements: Not Applicable

(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.
(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 filed herewith.
(1)(i) Amendment No. 13 is filed herewith.
(1)(j) Form of Amendment No. 14 is filed herewith.
(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.
<PAGE>

(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 Amendment No. 22 on Form N-1A (File No.
33-30950) filed with the SEC on December 29, 1995.
(5)(b) Form of Exhibit E to the Investment Advisory Contract of the Registrant
relating to The Expedition Equity Fund 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.
(5)(c) Form of Exhibit F to the Investment Advisory Contract of the Registrant
relating to The Expedition Tax-Free Money Market Fund is Contract of the
Registrant relating to filed herewith.
(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) Form of Distribution Agreement with SEI Investments Distribution Co. 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.
(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.
<PAGE>

(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) Form of Administration Agreement with SEI Fund Resources 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.
(9)(d) Form of Shareholder Service Plan and Agreement as it relates to the
Investment Service Shares 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.
(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.
(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.
<PAGE>

(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 incorporated herein
by reference to Registrant's Post-Effective Amendment No. 26 on form
N-1A filed with the SEC on June 4, 1997.

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.

Item 26. Number of Holders of Securities:

As of December 12, 1997:

<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................................................ 553
Equity Fund - Institutional Shares................................................... 08
Equity Fund - Investment Shares...................................................... 06
Bond Fund - Institutional Shares..................................................... 07
Bond Fund - Investment Shares........................................................ 1003
Tax-Free Money Market Fund-Investment Service Shares................................. 0
Tax-Free Money Market Fund - Institutional Shares.................................... 0
</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).
<PAGE>

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:

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

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
</TABLE>
<PAGE>

<TABLE>
<S> <C>
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

Alan M. Ostroff Executive Vice President,
Operations and Technology

Randall Reynolds Vice President,
Retail Investment Sales

Dewey A. White, III Executive Vice President,
Correspondent and
Investment Services

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

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

<PAGE>

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

Directors:

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 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.
<PAGE>

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:

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
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

<PAGE>

Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997

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 Office 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 --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
David G. Lee Senior Vice President --
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 --
Robert Wagner Senior Vice President
Patrick K. Walsh Senior Vice President --
Robert Aller Vice President --

</TABLE>
<PAGE>

<S> <C> <C>
Marc H. Cahn Vice President & Assistant Secretary -
Gordon W. Carpenter Vice President -
Todd Cipperman 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 -
Barbara A. Nugent Vice President & Assistant Secretary -
Sandra K. Orlow Vice President & Assistant Secretary -
Cynthia M. Parrish Vice President & Assistant Secretary -
Donald Pepin Vice President & Managing Director -
Kim Rainey Vice President -
Bob 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 -
Wayne M. Withrow Vice President & Managing Director -
James Dougherty Director of Brokerage Services -
</TABLE>
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
<PAGE>

(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.

Registrant hereby undertakes to file a post-effective amendment, including
financial statements which need not be audited, within 4-6 months from the
effective date of this Post-Effective Amendment No. 28 to the Registrant's
Registration Statement.
<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.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this Post-
Effective Amendment No. 28 to be signed o its behalf by the undersigned,
thereunto duly authorized, in the city of Oaks, Commonwealth of Pennsylvania
on the 15th 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 Amendment to
the Registration Statement has been signed below by the following persons in
the capacity on the dates indicated.

* Trustee January 15, 1998
------------------------
William M. Doran

* Trustee January 15, 1998
------------------------
Dr. Robert A. Patterson

* Trustee January 15, 1998
------------------------
Frank E. Morris

* Trustee January 15, 1998
------------------------
Robert A. Nesher

* Trustee January 15, 1998
------------------------
James M. Storey

* Trustee January 15, 1998
------------------------
Eugene B. Peters

* Trustee January 15, 1998
------------------------
John T. Cooney

/s/ David G. Lee President & Chief January 15, 1998
------------------------ Executive Officer
David G. Lee

/s/ Robert J. DellaCroce Controller & Chief January 15, 1998
------------------------ Financial Officer
Robert J. DellaCroce

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

Exhibit Index

Exhibits:
---------

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 filed herewith.
EX-99.B(1)(i) Amendment No. 13 is filed herewith.
EX-99.B(1)(j) Form of Amendment No. 14 is filed herewith.
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
<PAGE>

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 A
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) Form of Exhibit E to the Investment Advisory Contract relating
to The Expedition Equity Fund 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(5)(c) Form of Exhibit F to the Investment Advisory Contract of the
Registrant relating to The Expedition Tax-Free Money Market
Fund is filed herewith.
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.
<PAGE>

EX-99.B(6)(a) Form of Distribution Agreement with SEI Investments
Distribution Co. 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(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) Form of Administration Agreement with SEI Fund Resources
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(9)(d) Form of Shareholder Service Plan and Agreement as it related
to the Investment Service Shares 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(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.
<PAGE>

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 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(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 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-27.1 Financial Data Schedules are filed herewith.

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

The Expedition Funds:

We consent to the references to our firm under the headings "Addresses -
Independent Auditors" in the Prospectuses and "Other Services -Independent
Auditors" and "Financial Statements" in the Statement of Additional Information
for the Expedition Tax-Free Money Market Fund, filed as part of Post-Effective
Amendment No. 28 to the Registration Statement on Form N-1A (File No. 33-30950)
of The Expedition Funds.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Princeton, New Jersey
January 15, 1998

<PAGE>

FORM OF
EXHIBIT F
THE EXPEDITION TAX-FREE MONEY MARKET 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 .40% of 1% of the
average daily net assets of the Fund.

The fee shall be accrued daily at the rate of 1/365th of .40% 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 day of , 1998.
---- ----------

Attest: Compass Bank
--------------------------
------------------------------------

Attest: The Expedition Funds
--------------------------
------------------------------------
<PAGE>

THE EXPEDITION FUNDS

Amendment No. 12
DECLARATION OF TRUST
dated August 7, 1989

THIS Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 of Article III from the Declaration
of Trust and substitute in its place the following:

"Section 5. Establishment and Designation of Series or Class. Without
------------------------------------------------------------
limiting the authority of the Trustees set forth in Article XII, Section 8,
inter alia, to establish and designate any additional series or class or to
modify the rights and preferences of any existing Series or Class, the series
and classes of the Trust are established and designated as:

The Expedition Equity Fund
Institutional Shares
Investment Shares
The Expedition Bond Fund
Institutional Shares
Investment Shares
The Expedition Money Market Fund
Institutional Shares
Investment Service Shares

The undersigned President and Secretary of The Expedition Funds hereby
certify that the above stated Amendment is a true and correct Amendment to the
Declaration of Trust, as adopted by the Board of Trustees on the 19th day of
May, 1997.

Witness the due execution hereof this 30th day of May, 1997:

/s/ J. Christopher Donahue /s/ C. Grant Anderson
- ---------------------------- --------------------------
J. Christopher Donahue C. Grant Anderson
President Assistant Secretary
<PAGE>

THE EXPEDITION FUNDS

Amendment No. 13
DECLARATION OF TRUST
dated August 7, 1989

The undersigned being the President and Secretary of The Expedition Fund (the
"Trust") do hereby certify that the following is a true and correct copy of a
resolution adopted pursuant to Article III Section 5h of the Declaration of
Trust by the Board of Trustees at a Meeting held on May 19, 1997:

VOTED: That the proper officers of the Trust, be and they hereby are authorized
and directed to take the actions they deem necessary or appropriate to
cause the Government Money Market Fund to cease operations.

Witness my hand this 25th day of August, 1997:

/s/ David G. Lee /s/ John H. Grady, Jr.
- ------------------------- ------------------------------
David G. Lee, President John H. Grady, Jr., Secretary
<PAGE>

THE EXPEDITION FUNDS
FORM OF
Amendment No. 14
DECLARATION OF TRUST
dated August 7, 1989

THIS Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 of Article III from the Declaration
of Trust, and all preceeding amendments thereto, and substitute in its place the
following:

"Section 5. Establishment and Designation of Series or Class. Without
------------------------------------------------------------
limiting the authority of the Trustees set forth in Article XII, Section 8,
inter alia, to establish and designate any additional sereis or class or to
modify the rights and preferences of any existing Series or Class, the series
and classes of the Trust are established and designated as:

The undersigned being the President and Secretary of The Expedition Fund
(the "Trust") do hereby certify that the above stated Amendement is a true and
correct copy Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on the th day of , 199 .
-- --- -

Witness my hand this day of August, 199 :
---- -

- -------------------------- -------------------------------
David G. Lee, President John H. Grady, Jr., Secretary

<PAGE>

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