EXPEDITION FUNDS, 485APOS, 2000-05-31

EXPEDITION FUNDS
485APOS, 2000-05-31

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2000
File No. 33-30950
File No. 811-5900

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 35 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 32 /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

Mark E. Nagle
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
1701 Market Street
Philadelphia, PA 19103

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

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

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EXPEDITION FUNDS

SWEEP CLASS SHARES

PROSPECTUS
JULY 31, 2000

EXPEDITION MONEY MARKET FUND
EXPEDITION TAX-FREE MONEY MARKET FUND

INVESTMENT ADVISER:
COMPASS BANK

INVESTMENT SUB-ADVISER:
WEISS, PECK & GREER, L.L.C.
(EXPEDITION TAX-FREE MONEY MARKET FUND)

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

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Page 1 of 17
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ABOUT THIS PROSPECTUS

Expedition Funds is a mutual fund family that offers different classes of shares
in separate investment portfolios (Funds). The Funds have individual investment
goals and strategies. This prospectus gives you important information about the
Sweep Class Shares of the Expedition Money Market Fund and Expedition Tax-Free
Money Market Fund that you should know before investing. Please read this
prospectus and keep it for future reference.

Expedition Funds also offers shares of the Expedition Equity Fund, Expedition
Equity Income Fund, Expedition Investment Grade Bond Fund and Expedition
Tax-Free Investment Grade Bond Fund in a separate prospectus which is available
by calling 1-800-992-2085.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL
INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN THAT IS COMMON TO EACH OF THE
FUNDS. FOR MORE DETAILED INFORMATION ABOUT THE FUNDS, PLEASE SEE:

PAGE
MONEY MARKET FUND........................................ 5
TAX-FREE MONEY MARKET FUND............................... 8
MORE INFORMATION ABOUT FUND INVESTMENTS..................11
INVESTMENT ADVISER AND SUB-ADVISER.......................11
PURCHASING, SELLING AND EXCHANGING FUND SHARES...........12
SHAREHOLDER SERVICES.....................................14
DIVIDENDS AND DISTRIBUTIONS..............................15
TAXES....................................................15
HOW TO OBTAIN MORE INFORMATION ABOUT
THE EXPEDITION FUNDS.................................Back Cover

Page 2 of 17
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Shares of the Expedition Funds are not deposits of or obligations of, or
guaranteed or endorsed by Compass Bank, Compass Bancshares, Inc. or any of their
affiliates, or any bank, and are not obligations of, guaranteed by or insured by
the U.S. Government, the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other government agency.

An investment in shares of the Funds involves investment risk, including the
possible loss of all or a portion of the principal invested, and the investment
return and value of shares of the Funds will fluctuate so that an investment,
when liquidated, may be worth more or less than the original cost.

Each Money Market Fund tries to maintain a constant price per share of $1.00,
but we cannot guarantee this.

Compass Bank serves as investment adviser and custodian to the Expedition Funds,
and Compass Bank and various of its affiliates may provide various services to
the Funds, for which investment advisory, custodian and other services Compass
Bank and/or such other affiliates are entitled to receive compensation.

Page 3 of 17
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RISK/RETURN INFORMATION COMMON TO THE FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

Each Fund has an investment goal and strategies for reaching that goal. The
investment managers invest Fund assets in a way that they believe will help a
Fund achieve its goal. Still, investing in a Fund involves risk and there is no
guarantee that a Fund will achieve its goal. An investment manager's judgments
about the markets, the economy, or companies may not anticipate actual market
movements, economic conditions or company performance, and these judgments may
affect the return on your investment. In fact, no matter how good a job an
investment manager does, you could lose money on your investment in a Fund, just
as you could with other investments.

Page 4 of 17
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EXPEDITION MONEY MARKET FUND

FUND SUMMARY

INVESTMENT GOAL Current income consistent with stability
of principal

INVESTMENT FOCUS Money market instruments

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY Investing in a broad range of highest
quality, short-term U.S. dollar
denominated debt securities

INVESTOR PROFILE Conservative investors who want to
receive current income through a
liquid investment

INVESTMENT STRATEGY OF THE EXPEDITION MONEY MARKET FUND

The Fund invests in a broad range of high quality, short-term U.S. dollar
denominated money market instruments, such as obligations of the U.S. Treasury,
agencies and instrumentalities of the U.S. government, domestic and foreign
banks, domestic and foreign corporations, supranational entities, and foreign
governments. The Fund may also enter into fully collateralized repurchase
agreements. The Fund's portfolio is comprised only of short-term debt securities
that are rated in the highest rating category or unrated securities that the
Adviser determines are of comparable quality. The Fund will maintain an average
dollar weighted maturity of 90 days or less, and will only acquire securities
that have a remaining maturity of 397 days or less.

The Adviser's investment selection process seeks to add value through security
selection, sector rotation and positioning on the yield curve. Securities are
chosen based on the issuer's financial condition, the financial condition of any
person or company which guarantees the credit of the issuer, liquidity and
competitive yield. The Fund attempts to avoid purchasing or holding securities
that are subject to a decline in credit quality through careful credit screening
as well as ongoing monitoring of each issuer and any person or company providing
credit support.

PRINCIPAL RISKS OF INVESTING IN THE EXPEDITION MONEY MARKET FUND

An investment in the Fund is subject to income risk, which is the possibility
that the Fund's yield will decline due to falling interest rates. An investment
in the Fund is not a deposit of Compass Bank and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency.
Although the Fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Fund.

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.

Page 5 of 17
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This bar chart shows changes in the performance of the Fund's Investment Service
Shares from year to year.* Since Investment Service Shares are invested in the
same portfolio of securities, returns for Sweep Class Shares will be
substantially similar to those of the Investment Service Shares, shown here. The
performance of the Investment Service Shares has not been adjusted to reflect
the higher expenses of the Sweep Class Shares. If it had been, the Investment
Service Shares returns would have been less than those shown.

1991 5.99%
1992 3.73%
1993 2.77%
1994 3.65%
1995 5.59%
1996 4.86%
1997 5.03%
1998 4.99%
1999 4.64%

BEST QUARTER WORST QUARTER
1.67% 0.66%
(03/31/91) (03/31/94)

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR.

Call 1-800-992-2085 for the Fund's current 7-day yield.

THIS TABLE PRESENTS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDED DECEMBER 31, 1999.

INVESTMENT SERVICE SHARES 1 YEAR 5 YEARS SINCE INCEPTION
------------------------------------------------------------------------------
MONEY MARKET FUND 4.64% 5.02% 4.89%*

* Since February 5, 1990.

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)*

SWEEP CLASS SHARES
----------------------------------------------------------------------------
Management Fees .40%
Other Expenses [.49%]
Shareholder Servicing Fees .25%
Total Annual Fund Operating Expenses [1.14%]
--------------------------------------------------------------------------------

* The Fund's total actual annual fund operating expenses should be less than the
amount shown above because the Adviser intends to waive a portion of the fees in
order to keep total operating expenses at a specified level. These fee waivers
remain in place as of the date of this prospectus, but the Adviser may
discontinue all or part of these waivers at any time. With these fee waivers,
the Fund's estimated total operating expenses are expected to be as follows:

Sweep Class Shares [.80%]

Page 6 of 17
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For more information about these fees, see "Investment Adviser and Sub-Adviser,"
"Additional Compensation" and "Shareholder Services."

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period.

The Example also assumes that each year your investment has a 5% return, Fund
operating expenses remain the same and you reinvest all dividends and
distributions. Although your actual costs and returns might be different, your
approximate costs of investing $10,000 in the Fund would be:

1 YEAR 3 YEARS
$[ ] $[ ]

Page 7 of 17

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EXPEDITION TAX-FREE MONEY MARKET FUND

FUND SUMMARY

INVESTMENT GOAL Current income exempt from Federal
income tax, consistent with
stability of principal

INVESTMENT FOCUS Tax-free money market instruments

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY Investing in a well diversified
portfolio of short-term municipal
securities which pay interest that
is exempt from Federal income tax

INVESTOR PROFILE Taxable investors who want income
exempt from Federal income tax
through a liquid investment

INVESTMENT STRATEGY OF THE EXPEDITION TAX-FREE MONEY MARKET FUND

The Fund invests substantially all of its assets in a broad range of high
quality, short-term municipal money market instruments that pay interest that is
exempt from Federal income tax. The issuers of these securities may be state and
local governments and agencies located in any of the fifty states, the District
of Columbia, Puerto Rico and other U.S. territories and possessions. The Fund's
portfolio seeks to be well diversified among these issuers, and will be
comprised only of short-term debt securities that are rated in one of the two
highest rating categories or unrated securities that have been determined by the
Sub-Adviser to be of comparable quality. The Fund will maintain an average
dollar weighted maturity of 90 days or less, and will only acquire securities
that have a remaining maturity of 397 days or less.

The Adviser has engaged Weiss, Peck & Greer, L.L.C. as sub-adviser (Sub-Adviser)
to manage the Fund on a day-to-day basis. The Sub-Adviser's investment selection
process seeks to add value through a strategy that takes advantage of the
inefficient nature of the municipal securities market rather than attempting to
predict interest rate movements. Securities are chosen based on the issuer's
financial condition, the financial condition of any person or company which
guarantees the credit of the issuer, liquidity and competitive yield. The Fund
attempts to avoid purchasing or holding securities that are subject to a decline
in credit quality of the issue through careful credit screening, as well as
ongoing monitoring of each issuer and any person or company providing credit
support.

PRINCIPAL RISKS OF INVESTING IN THE EXPEDITION TAX-FREE MONEY MARKET FUND

Page 8 of 17
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There may be economic or political changes that impact the ability of municipal
issuers to repay principal and to make interest payments on municipal
securities. Changes in the financial condition or credit rating of municipal
issuers also may adversely affect the value of the Fund's municipal securities.

Since the Fund often purchases securities supported 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.

PERFORMANCE INFORMATION

This bar chart shows the performance of the Fund's Investment Service Shares for
one year.* Since Investment Service Shares are invested in the same portfolio of
securities, returns for Sweep Class Shares will be substantially similar to
those of the Investment Service Shares, shown here. The performance of the
Investment Service Shares has not been adjusted to reflect the higher expenses
of the Sweep Class Shares. If it had been, the Investment Service Shares returns
would have been less than those shown.

1999 2.84%

BEST QUARTER WORST QUARTER
0.79% 0.63%
(12/31/99) (03/31/99)

* The performance information shown above is based on a calendar year.

Call 1-800-992-2085 for the Fund's current 7-day yield.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED
DECEMBER 31, 1999.

INVESTMENT SERVICE SHARES 1 YEAR SINCE INCEPTION
------------------------------------------------------------------------
TAX-FREE MONEY MARKET FUND 2.84% 2.88%*

* Since May 20, 1998.

Page 9 of 17
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FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)*

SWEEP CLASS SHARES
---------------------------------------------------------------------------
Management Fees .40%
Other Expenses [.42%]
Shareholder Servicing Fees .25%
Total Annual Fund Operating Expenses [1.07%]
--------------------------------------------------------------------------------

Sweep Class Shares [.80%]

For more information about these fees, see "Investment Adviser and Sub-Adviser"
and "Shareholder Services."

EXAMPLE

1 YEAR 3 YEARS
$[ ] $[ ]

Page 10 of 17
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MORE INFORMATION ABOUT FUND INVESTMENTS

In addition to the investments and strategies described in this prospectus, the
Funds also may invest in other securities, use other strategies and engage in
other investment practices. These investments and strategies, as well as those
described in this prospectus, are described in detail in our Statement of
Additional Information. Of course, we cannot guarantee that either Fund will
achieve its investment goal.

INVESTMENT ADVISER AND SUB-ADVISER

The Investment Adviser makes investment decisions for the Money Market Fund and
continuously reviews, supervises and administers the Money Market Fund's
investment program. The Adviser oversees the Sub-Adviser to ensure compliance
with the Tax-Free Money Market Fund's investment policies and guidelines, and
monitors the Sub-Adviser's adherence to its investment style. The Adviser pays
the Sub-Adviser out of the investment advisory fees it receives (described
below). The Board of Trustees of Expedition Funds supervises the Adviser and
Sub-Adviser and establishes policies that the Adviser and Sub-Adviser must
follow in their management activities.

Compass Bank, a wholly-owned subsidiary of Compass Bancshares, Inc. (Compass
Bancshares), serves as the Adviser to the Funds. Compass Bank has served as an
investment adviser to mutual funds since 1990. Through the Compass Asset
Management Group, the Adviser and its affiliates provide investment advisory and
management services for the assets of individuals, pension and profit sharing
plans, endowments and foundations. As of December 31, 1999, Compass Bank had
approximately $8.4 billion in assets under administration, with investment
discretion over $3.1 billion. For the fiscal period ended October 31, 1999,
Compass Bank received advisory fees as a percentage of average daily net assets
(after waivers) of:

MONEY MARKET FUND .18%
TAX-FREE MONEY MARKET FUND .12%

Weiss, Peck & Greer, L.L.C. (WPG), One New York Plaza, New York, NY 10004,
serves as the Sub-Adviser and manages the Tax-Free Money Market Fund on a
day-to-day basis. WPG was founded 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. WPG selects, buys
and sells securities for the Fund under the supervision of the Adviser and the
Board of Trustees.

ADDITIONAL COMPENSATION

Compass Bank, Compass Brokerage and their affiliates may impose charges and fees
in conjunction with the Compass Star Account Automated Sweep Program and the
Compass Brokerage Automated Sweep Program. Compass Bank also receives
compensation for acting as the Funds' Adviser. Compass Bank and its affiliates
also receive compensation in connection with the following:

CUSTODY SERVICES. Compass Bank serves as custodian to the Funds, and for such
services is paid an annual fee payable from the Funds' assets of .02% of each
Fund's average daily net assets.

Page 11 of 17
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SHAREHOLDER SERVICING FEES. To the extent that Sweep Class Shares are held
through Compass Bank or any of its affiliates providing custodial, brokerage or
investment-related services, including Compass Brokerage, Inc., those entities
may receive shareholding servicing fees, payable from the Funds' assets, of up
to .25% of each Fund's average daily net assets.

ADMINISTRATIVE SERVICING FEES. To the extent that Sweep Class Shares are held
through Compass Bank or any of its affiliates providing sub-accounting,
sub-transfer agency services or other administrative services, including Compass
Brokerage, Inc., those entities may receive administrative servicing fees,
payable from the Funds' assets, of up to .12% of each Fund's average daily net
assets.

SUB-ADMINISTRATION SERVICES. Compass Bank provides sub-administrative services
to the Funds. For providing these services, Compass Bank is compensated by the
Funds' administrator (not by the Funds) at an annual rate of up to .02% of each
Fund's average daily net assets.

BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for the
Funds, Compass Bank, as the Funds' investment adviser, may place trades through
its affiliates providing brokerage services, including Compass Brokerage, Inc.,
which brokerage affiliates will earn commissions on these transactions.

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to purchase, sell (sometimes called "redeem") and
exchange shares of the Funds.

Sweep Class Shares are designed for customers of Compass Brokerage, Inc.
entering into arrangements with Compass Brokerage, Inc. to receive automated
cash sweep services (the Compass Brokerage Automated Sweep Program) and for
retail banking customers of Compass Bank and certain of its banking affiliates
receiving cash sweep services through the Compass Star Account Program (the
Compass Star Account Automated Sweep Program).

HOW TO PURCHASE, SELL AND EXCHANGE SHARES

Sweep Class Shares may only be purchased, redeemed and exchanged through
participation in the Compass Brokerage Automated Sweep Program or the Compass
Star Automated Sweep Program, and Sweep Class Shares may not be purchased
directly from the Funds.

Subject to the terms, conditions and procedures established in the documentation
relating to the Compass Brokerage Automated Sweep Program and the Compass Star
Account Automated Sweep Program, as the case may be, Sweep Class Shares will be
purchased, redeemed and exchanged for investors participating in those programs.
For information concerning the Compass Brokerage Automated Sweep Program and the
Compass Star Account Automated Sweep Program, respectively, including
information regarding eligibility requirements and the procedures for
purchasing, redeeming and exchanging Sweep Class Shares through such programs,
Compass Brokerage customers may contact their Compass Brokerage authorized
representatives and banking customers of Compass Bank may contact their
authorized Compass Bank representative. In addition to the fees charged by the
Funds, fees and other charges may apply to participation in the Compass
Brokerage Automated Sweep Program and the Compass Star Account Automated Sweep
Program.

Page 12 of 17
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Sweep Class Shares of one Fund may only be exchanged for Sweep Class Shares of
another Fund.

GENERAL INFORMATION

You may purchase shares on any day that the New York Stock Exchange (NYSE) and
the Federal Reserve are open for business (a Business Day).

A Fund may reject any purchase order if it determines that accepting the order
would not be in the best interests of the Fund or its shareholders.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Fund receives your purchase order. We expect
that the NAV of the Funds will remain constant at $1.00 per share.

The Money Market Fund calculates its NAV each business day at 12:00 noon and
4:00 p.m. Central time. So, for you to be eligible to receive dividends declared
on the day you submit your purchase order, generally the Fund must receive your
order and federal funds (readily available funds) before 4:00 p.m. Central time.

The Tax-Free Money Market Fund calculates its NAV each Business Day at 12:00
noon Central time and the close of normal trading on the NYSE (normally 3:00
p.m. Central time). So, for you to be eligible to receive dividends declared on
the day you submit your purchase order, generally the Fund must receive your
order before 11:30 a.m. Central time and federal funds (readily available funds)
before 1:00 p.m. Central time.

The sale price of each share will be the next NAV after we receive the sale
request. Redemption requests received before 11:30 a.m. Central time for the
Tax-Free Money Market Fund and before 4:00 p.m. Central time for the Money
Market Fund will not be entitled to that day's dividend. Normally, we will send
sale proceeds within one Business Day after we receive a sale request, and in
any event within seven days. Sale proceeds will be deposited and processed in
accordance with the procedures applicable to the Compass Brokerage Automated
Sweep Program or the Compass Star Account Automated Sweep Program, as the case
may be.

When shares are exchanged, the investor really is selling shares and buying
other Fund shares. So, the sale price will be based on the NAV next calculated
after the Fund receives the exchange request.

HOW WE CALCULATE NAV

NAV for one Fund share is the value of that share's portion of the net assets of
the Fund.

In calculating NAV for the Funds, we generally value a Fund's investment
portfolio using the amortized cost valuation method, which is described in
detail in our Statement of Additional Information. If this method is determined
to be unreliable during certain market conditions or for other reasons, a Fund
may value its portfolio at market price or fair value prices may be determined
in good faith using methods approved by the Board of Trustees.

Page 13 of 17
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REDEMPTIONS IN KIND

We generally pay sale (redemption) proceeds in cash. However, under unusual
conditions that make the payment of cash unwise (and for the protection of the
Fund's remaining shareholders) we might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). It is highly unlikely that your shares would ever be
redeemed in kind, but if they were you would probably have to pay transaction
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

A Fund may suspend your right to sell your shares during times when the NYSE
restricts or halts trading, or otherwise permitted by the Securities and
Exchange Commission ("SEC"). More information about this is in our Statement of
Additional Information.

SHAREHOLDER SERVICES

Each Fund has adopted a shareholder service plan that allows the Fund to pay
service fees for services provided to Sweep Class shareholders. Because these
fees are paid out of a Fund's assets continuously, over time these fees will
increase the cost of your investment and may cost you more than paying other
types of sales charges. Shareholder servicing fees under the plan, as a
percentage of average daily net assets, are 0.25% for Sweep Class Shares.

The Distributor may, from time to time in its sole discretion, institute one or
more promotional incentive programs for dealers, which will be paid for by the
Distributor. The Distributor may provide cash or non-cash compensation as
recognition for past sales or encouragement for future sales that may include
the following: merchandise, travel expenses, prizes, meals and lodging, and
gifts that do not exceed $100 per year, per individual.

Page 14 of 17
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DIVIDENDS AND DISTRIBUTIONS

Dividends are declared daily and paid monthly. Each Fund makes distributions of
capital gains, if any, at least annually. If you own Fund shares on a Fund's
record date, you will be entitled to receive the distribution.

You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify your Compass Bank authorized representative or Compass Brokerage,
Inc. authorized representative, as applicable, in writing prior to the date of
the distribution. Your election will be effective for dividends and
distributions paid after the Fund receives your written notice. To cancel your
election, simply send the Fund written notice.

TAXES

PLEASE CONSULT YOUR TAX ADVISER REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax issues
that affect the Funds and their shareholders. This summary is based on current
tax laws, which may change.

Each Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions you
receive from a Fund may be taxable whether or not you reinvest them. Income
distributions are generally taxable at ordinary income tax rates. Capital gains
distributions are generally taxable at the rates applicable to long-term capital
gains. EACH SALE OR EXCHANGE OF FUND SHARES IS A TAXABLE EVENT.

The Tax-Free Money Market Fund intends to distribute federally tax-exempt
income. The Fund may invest a portion of its assets in securities that generate
taxable income for federal or state income taxes. Income exempt from federal tax
may be subject to state and local taxes. Any capital gains distributed by the
Fund may be taxable.

MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.

Page 15 of 17
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EXPEDITION FUNDS

INVESTMENT ADVISER AND CUSTODIAN

Compass Bank
15 S. 20th Street
Birmingham, Alabama 35233

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

More information about Expedition Funds is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated July 31, 2000, includes detailed information about Expedition
Funds. The SAI is on file with the SEC and is incorporated by reference into
this prospectus. This means that the SAI, for legal purposes, is a part of this
prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

These reports list the Funds' holdings and contain information from the Funds'
managers about strategies, and recent market conditions and trends and their
impact on Fund performance. The reports also contain detailed financial
information about the Funds.

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION:

BY TELEPHONE: Call 1-800-992-2085

BY MAIL: Write to us
Expedition Funds
c/o State Street Bank and Trust Company
P.O. Box 8010
Boston, Massachusetts 02266

Page 16 of 17
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FROM THE SEC: You can also obtain the SAI or the Annual and Semi-annual reports,
as well as other information about Expedition Funds, from the EDGAR Database on
the SEC's website ("http://www.sec.gov"). You may review and copy documents at
the SEC Public Reference Room in Washington, DC (for information on the
operation of the Public Reference Room, call 202-942-8090). You may request
documents by mail from the SEC, upon payment of a duplicating fee, by writing
to: Securities and Exchange Commission, Public Reference Section, Washington, DC
20549-0102. You may also obtain this information, upon payment of a duplicating
fee, by e-mailing the SEC at the following address: [email protected].
Expedition Funds' Investment Company Act registration number is 811-5900.

Page 17 of 17
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EXPEDITION FUNDS

EXPEDITION MONEY MARKET FUND
EXPEDITION TAX-FREE MONEY MARKET FUND

(PORTFOLIOS OF THE EXPEDITION FUNDS)

JULY 31, 2000

INVESTMENT ADVISER: COMPASS BANK

This Statement of Additional Information is not a prospectus. It is intended to
provide additional information regarding the activities and operations of the
Expedition Funds (the "Trust") Sweep Class Shares and should be read in
conjunction with the Trust's prospectuses dated JULY 31, 2000. Prospectuses may
be obtained by writing to the Trust or calling toll-free 1-800-992-2085.

TABLE OF CONTENTS

THE TRUST..................................................................2
ADDITIONAL INFORMATION ABOUT THE FUNDS AND
THEIR INVESTMENT OBJECTIVES................................................2
DESCRIPTION OF PERMITTED INVESTMENTS.......................................4
INVESTMENT LIMITATIONS.....................................................10
REGULATORY COMPLIANCE......................................................13
INVESTMENT ADVISER.........................................................14
THE ADMINISTRATOR..........................................................15
THE DISTRIBUTOR............................................................16
THE TRANSFER AGENT.........................................................17
THE CUSTODIAN..............................................................17
INDEPENDENT AUDITORS.......................................................17
LEGAL COUNSEL..............................................................17
TRUSTEES AND OFFICERS OF THE TRUST.........................................17
PERFORMANCE INFORMATION....................................................20
COMPUTATION OF YIELD.......................................................21
CALCULATION OF TOTAL RETURN................................................21
PURCHASING SHARES..........................................................22
REDEEMING SHARES...........................................................23
DETERMINATION OF NET ASSET VALUE...........................................23
TAXES......................................................................25
FUND TRANSACTIONS..........................................................28
TRADING PRACTICES AND BROKERAGE............................................28
DESCRIPTION OF SHARES......................................................30
SHAREHOLDER LIABILITY......................................................30
LIMITATION OF TRUSTEES' LIABILITY..........................................30
EXPERTS....................................................................30
APPENDIX..................................................................A-1

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THE TRUST

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

Shares of the Expedition Money Market Fund and the Expedition Tax-Free Money
Market Fund (each referred to herein as a "Fund" and collectively as the
"Funds") are offered in three classes, known as Sweep Class Shares, Investment
Service Shares and Institutional Shares. This Statement of Additional
Information relates only to the Sweep Class Shares. Shares of the Expedition
Equity Fund, Expedition Equity Income Fund, Expedition Investment Grade Bond
Fund (formerly the Expedition Bond Fund) and Expedition Tax-Free Investment
Grade Bond Fund are offered in three classes, known as the Investment Shares -
Class A (formerly, Investment Shares), Investment Shares - Class B and
Institutional Shares are also offered by the Trust, but are not included in this
Statement of Additional Information. Capitalized terms not defined herein are
defined in the Prospectuses. No investment in shares of a Fund should be made
without first reading the Fund's prospectus carefully.

ADDITIONAL INFORMATION ABOUT THE FUNDS AND THEIR INVESTMENT OBJECTIVES

No Fund's investment objective can be changed without approval of shareholders.

EXPEDITION MONEY MARKET FUND

The Money Market Fund's investment objective is to provide current income
consistent with stability of principal. There can be no assurance that the Fund
will achieve its objective.

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

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

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

- certificates of deposit, demand and time deposits, bankers' acceptances and
other instruments of domestic and foreign banks and other deposit
institutions ("Bank Instruments");

- short-term credit facilities, such as demand notes;

- debt obligations issued by Canada and other foreign nations, as well as by
supranational entities such as the World Bank;

- asset-backed and mortgage-backed securities, including collateralized
mortgage obligations ("CMOs");

- obligations issued or guaranteed as to payment of principal and interest by
the U.S. Government or one of its agencies or instrumentalities
("Government Securities"); and

- other money market instruments, including shares of other money market
funds.

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

EXPEDITION TAX-FREE MONEY MARKET FUND

The Tax-Free Money Market Fund's investment objective is to provide current
income, exempt from Federal income taxes, consistent with stability of
principal. There can be no assurance that the Fund will achieve its objective.

Under normal market conditions, the Fund will invest at least 80% of its total
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 (collectively, "Municipal
Securities"), the interest on which is exempt from Federal income tax. 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 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 or comparable quality.

The Adviser will not invest 25% or more of the Fund's 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 invest up to 20% of the Fund's total 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) Municipal Securities;
(ii) bankers' acceptances, certificates of deposits, notes and time deposits of
highly-rated U.S. banks and U.S. branches of foreign banks; (iii) U.S. Treasury
obligations and obligations issued or guaranteed by the agencies and
instrumentalities of the U.S. Government, including STRIPS; (iv) high quality
commercial paper issued by U.S. and foreign corporations; (v) debt obligations
with a maturity of one year or less issued by corporations with outstanding
high-quality commercial paper; (vi) receipts (including TRs, TIGRs and CATs, as
defined below) and (vii) 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% 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

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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.

Opinions relating to the validity of municipal securities and to the exemption
of interest thereon from federal income tax are rendered by bond counsel to the
respective issuers at the time of issuance. Neither the Funds nor the Adviser
will review the proceedings relating to the issuance of municipal securities or
the basis for such opinions.

DESCRIPTION OF PERMITTED INVESTMENTS

ASSET-BACKED SECURITIES

Asset-backed securities are securities backed by non-mortgage assets such as
company receivables, truck and auto loans, leases and credit card receivables.
Other asset-backed securities may be created in the future. These securities may
be traded over-the-counter and typically have a short-intermediate maturity
structure depending on the paydown characteristics of the underlying financial
assets which are passed through to the security holder. These securities are
generally issued as pass-through certificates, which represent undivided
fractional ownership interests in the underlying pool of assets. Asset-backed
securities may also be debt obligations, which are known as collateralized
obligations and are generally issued as the debt of a special purpose entity,
such as a trust, organized solely for the purpose of owning these assets and
issuing debt obligations.

Asset-backed securities are not issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; however, the payment of principal and interest on
such obligations may be guaranteed up to certain amounts and, for a certain
period, by a letter of credit issued by a financial institution (such as a bank
or insurance company) unaffiliated with the issuers of such securities. The
purchase of asset-backed securities raises risk considerations peculiar to the
financing of the instruments underlying such securities. For example, there is a
risk that another party could acquire an interest in the obligations superior to
that of the holders of the asset-backed securities. There also is the
possibility that recoveries on repossessed collateral may not, in some cases, be
available to support payments on those securities.

Asset-backed securities entail prepayment risk, which may vary depending on the
type of asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. In addition, credit card receivables are unsecured
obligations of the cardholder.

The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities.

BANK OBLIGATIONS

Bank obligations are short-term obligations issued by U.S. and foreign banks,
including bankers' acceptances, certificates of deposit, custodial receipts, and
time deposits. Eurodollar and Yankee Bank Obligations are U.S.
dollar-denominated certificates of deposit or time deposits issued outside the
U.S. by foreign branches of U.S. banks or by foreign banks.

CREDIT ENHANCED SECURITIES

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

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

DEBT SECURITIES

Debt securities represent money borrowed that obligates the issuer (E.G., a
corporation, municipality, government, government agency) to repay the borrowed
amount at maturity (when the obligation is due and payable) and usually to pay
the holder interest at specific times (E.G., bonds, notes, debentures).

FOREIGN SECURITIES

Foreign securities include obligations of foreign branches of U.S. banks and of
foreign banks, including, without limitation, European Certificates of Deposit,
European Time Deposits, European Bankers' Acceptances, Canadian Time Deposits,
Europaper and Yankee Certificates of Deposit, and investments in Canadian
Commercial Paper and foreign securities. These instruments have investment risks
that differ in some respects from those related to investments in obligations of
U.S. domestic issuers. Such risks include future adverse political and economic
developments, the possible imposition of withholding taxes on interest or other
income, possible seizure, nationalization, or expropriation of foreign deposits,
the possible establishment of exchange controls or taxation at the source,
greater fluctuations in value due to changes in exchange rates, or the adoption
of other foreign governmental restrictions which might adversely affect the
payment of principal and interest on such obligations. Such investments may also
entail higher custodial fees and sales commissions than domestic investments.
Foreign issuers of securities or obligations are often subject to accounting
treatment and engage in business practices different from those respecting
domestic issuers of similar securities or obligations. Foreign branches of U.S.
banks and foreign banks may be subject to less stringent reserve requirements
than those applicable to domestic branches of U.S. banks.

LENDING OF PORTFOLIO SECURITIES

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

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

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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.

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 - A 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. The guidelines indicate that the
Adviser and Sub-Adviser shall consider and evaluate such factors as it deems
appropriate to determine that the securities to be purchased are liquid,
including, but not limited to the following factors: (i) the frequency of trades
and market quotations for the securities; (ii) the number of dealers willing and
ready to purchase and sell the securities; (iii) the number of potential
purchasers for the securities; (iv) whether any dealers have agreed to make a
market in the securities; (v) the nature of the securities and the nature of
marketplace trades, including the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of transfer; (vi) whether the
lease can be canceled; (vii) what assurances, if any, exist that the assets
represented by the lease can be sold; (viii) the strength of the lessee's
general credit; (ix) the likelihood that the municipality will discontinue
appropriating funding for the leased property because the property is no longer
deemed essential to the operation of the municipality; and (x) the legal
recourse in the event of failure to appropriate.

PUTS ON MUNICIPAL SECURITIES - A 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. A 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) a 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 period the Fund
owned the securities, plus (ii) all interest accrued on the securities since the
last interest payment date during that period.

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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. A 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 taxable securities, including 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 respective investment criteria.

OTHER INVESTMENTS

The Funds are not prohibited from investing in bank obligations issued by
clients of SEI Investments Company ("SEI Investments"), the parent company of
the Administrator and the Distributor. The purchase of Fund shares by these
banks or their customers will not be a consideration in deciding which bank
obligations the Funds will purchase. The Funds will not purchase obligations
issued by the Adviser or Sub-Advisers or their affiliates.

PRIVATELY ISSUED MORTGAGE-RELATED SECURITIES

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

RATINGS

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

REPURCHASE AGREEMENTS

Repurchase agreements are agreements by which a person (E.G., a Fund) obtains a
security and simultaneously commits to return the security to the seller (a
primary securities dealer as recognized by the Federal Reserve Bank of New York
or a national member bank as defined in Section 3(d)(1) of the Federal Deposit
Insurance Act, as amended) at an agreed upon price (including principal and
interest) on an agreed upon 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.

Repurchase agreements are considered to be loans by a Fund for purposes of its
investment limitations. The repurchase agreements entered into by a Fund will
provide that the underlying security at all times shall have a value at least
equal to 102% of the resale price stated in the agreement (the Adviser and
Sub-Adviser monitor compliance with this requirement). Under all repurchase
agreements entered into by a Fund, the appropriate Custodian or its agent must
take possession of the underlying collateral. However, if the seller defaults, a
Fund could realize a loss on the sale of the underlying security to the extent
that the proceeds of the sale including accrued interest are less than the
resale price provided in the agreement including

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interest. In addition, even though the Bankruptcy Code provides protection for
most repurchase agreements, if the seller should be involved in bankruptcy or
insolvency proceedings, a 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.

RESTRICTED SECURITIES

Restricted securities are securities that may not be sold to the public without
registration under the Securities Act of 1933 (the "1933 Act") or an exemption
from registration. Permitted investments for the Funds include restricted
securities, and each such Fund may invest up to 10% of its net assets in
illiquid securities, subject to each Fund's investment limitations on the
purchase of illiquid securities. Restricted securities, including securities
eligible for re-sale under 1933 Act Rule 144A, that are determined to be liquid
are not subject to this limitation. This determination is to be made by the
Funds' Adviser pursuant to guidelines adopted by the Board of Trustees. Under
these guidelines, the Adviser will consider the frequency of trades and quotes
for the security, the number of dealers in, and potential purchasers for, the
securities, dealer undertakings to make a market in the security, and the nature
of the security and of the marketplace trades. In purchasing such Restricted
Securities, the Adviser intends to purchase securities that are exempt from
registration under Rule 144A under the 1933 Act.

REVERSE REPURCHASE AGREEMENTS

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

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

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

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

SECURITIES LENDING

Each Fund may lend securities pursuant to agreements which require that the
loans be continuously secured by collateral at all times equal to 100% of the
market value of the loaned securities which consists of: cash, securities of the
U.S. Government or its agencies, or any combination of cash and such securities.
Such loans will not be made if, as a result, the aggregate amount of all
outstanding securities loans for a Fund exceed one-third of the value of the
Fund's total assets taken at fair market value. A 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, a Fund
will normally pay lending fees to such broker-dealers and related expenses from
the interest earned on invested collateral. 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

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the attendant risk. Any loan may be terminated by either party upon reasonable
notice to the other party. The Funds may use the Distributor or a broker-dealer
affiliate of the Adviser and Sub-Adviser as a broker in these transactions.

STRIPS

Separately Traded Interest and Principal Securities ("STRIPS") 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 affected Fund's investment policy concerning
investments in illiquid securities. Consistent with Rule 2a-7 under the
Investment Company Act of 1940, as amended, (the "1940 Act"), the Funds' Adviser
or Sub-Adviser will only purchase STRIPS for the Funds that have a remaining
maturity of 397 days or less; therefore, the Funds currently may only purchase
interest component parts of U.S. Treasury securities. While there is no
limitation on the percentage of a Fund's assets that may be comprised of STRIPS,
the Funds' Adviser or Sub-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 Funds.

U.S. GOVERNMENT OBLIGATIONS

The types of U.S. Government obligations in which the Funds may invest generally
include direct obligations of the U.S. Treasury (such as U.S. Treasury bills,
notes, and bonds) and obligations issued or guaranteed by U.S. Government
agencies or instrumentalities. These securities are backed by the full faith and
credit of the U.S. Treasury; the issuer's right to borrow from the U.S.
Treasury; the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities; or the credit of the agency or
instrumentality issuing the obligations.

Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are: Farm Credit Banks; National Bank
for Cooperatives; Federal Home Loan Banks; Farmers Home Administration; and
Fannie Mae.

VARIABLE AND FLOATING RATE SECURITIES

Variable and floating rate instruments involve certain obligations that may
carry variable or floating rates of interest, and may involve a conditional or
unconditional demand feature. 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 set 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 security.

WARRANTS

Warrants give holders the right, but not the obligation, to buy shares of a
company at a given price, usually higher than the market price, during a
specified period.

WHEN-ISSUED SECURITIES

The Funds may purchase debt obligations on a when-issued basis, in which case
delivery and payment normally take place on a future date. The Funds 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 Funds, however, will not
use such purchases

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for leveraging; instead, as disclosed in the Prospectus, the Funds will set
aside assets to cover its commitments. If the value of these assets declines,
the Funds 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.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

INVESTMENT LIMITATIONS

MONEY MARKET FUND

FUNDAMENTAL LIMITATIONS

The Money Market 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.

SELLING SHORT AND BUYING ON MARGIN

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

ISSUING SENIOR SECURITIES AND BORROWING MONEY

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

PLEDGING ASSETS

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

10
<PAGE>

CONCENTRATION OF INVESTMENTS

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

INVESTING IN COMMODITIES AND REAL ESTATE

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

INVESTING IN RESTRICTED SECURITIES

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

UNDERWRITING

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

LENDING CASH OR SECURITIES

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

DIVERSIFICATION OF INVESTMENTS

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

NON-FUNDAMENTAL LIMITATIONS

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

INVESTING IN ILLIQUID SECURITIES

11
<PAGE>

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

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction. The Money Market Fund does not expect to borrow money, pledge
securities, invest in illiquid securities, restricted securities or engage in
when-issued and delayed delivery transactions, or reverse repurchase agreements
in excess of 5% of the value of its net assets during the coming fiscal year.

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

TAX-FREE MONEY MARKET FUND

FUNDAMENTAL LIMITATIONS

The Tax-Free Money Market 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 Tax-Free Money Market 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 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 SEC 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.

12
<PAGE>

4. Purchase securities which would cause 25% or more of the total assets
of the Fund to be invested in the securities of one or more issuers
conducting their principal business activities in the same industry.
This limitation does not apply to investments in obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities,
repurchase agreements involving such securities, or tax-exempt
securities issued by governments or political subdivisions of
governments.

5. Pledge, mortgage or hypothecate assets except to secure temporary
borrowings permitted by (3) above in aggregate amounts not to exceed
15% of total assets taken at current value at the time of the
incurrence of such loan, except as permitted with respect to securities
lending.

6. 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.

7. 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."

8. 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.

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

10. 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 SEC.

11. 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.

The Fund has no present intention to sell securities short "against the box."

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 Funds may follow non-fundamental operational policies that are more
restrictive than their fundamental investment limitations, as set forth in the
prospectus' for each Fund and this Statement of Additional Information, in order
to comply with

13
<PAGE>

applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940. In particular, the Funds 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 Funds' total assets in the securities of any one issuer,
although the Funds' investment limitation only requires such 5% diversification
with respect to 75% of its assets. The Funds will invest more than 5% of its
assets in any one issuer only under the circumstances permitted by Rule 2a-7.
The Funds 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 Funds may change these
operational policies to reflect changes in the laws and regulations without the
approval of their shareholders.

INVESTMENT ADVISER

The Adviser, Compass Bank, an Alabama state banking corporation, is a
wholly-owned subsidiary of Compass Bancshares, Inc. ("Compass Bancshares"), a
bank holding company organized under the laws of Delaware. Through its
subsidiaries and affiliates, Compass Bancshares, the 38th largest bank holding
company in the United States in terms of total assets as of September 30, 1999,
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.

Compass Bank offers a broad range of commercial banking services. The Adviser
has served as investment adviser to mutual funds since February 5, 1990. Through
the Compass Asset Management Group, the Adviser provides investment advisory and
management services for the assets of individuals, pension and profit sharing
plans, and endowments and foundations. As of December 31, 1999, the Compass
Asset Management Group had approximately $8.84 billion under administration
($3.1 billion of which was comprised of assets of accounts over which the
Adviser exercised discretion).

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

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

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

The continuance of the 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 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 Funds at any
time, without the payment of any penalty, on sixty (60) days' written notice to
Compass Bank and may be terminated at any time by ninety (90) days' written
notice to the Adviser. The Advisory Agreement will immediately terminate in the
event of its assignment or upon termination of the Advisory agreement between
the Adviser and the Trust with regard to the Funds (as used herein, the terms
"majority of the outstanding voting securities," "interested persons" and
"assignment" have the same meaning of such terms in the 1940 Act).

ADVISORY FEES

For its advisory services, Compass Bank receives an annual investment advisory
fee as described in the prospectuses. For the fiscal years ended October 31,
1997, 1998 and 1999, the Funds paid the following advisory fees:

14
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Fund Fees Paid Fee Waived
----------------------------------------------------------------------------------------
1997 1998 1999 1997 1998 1999
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Money Market Fund $490,590 $319,769 $533,969 $166,107 $413,213 $678,252
------------------------------------------------------------------------------------------------------------------------------
Tax-Free Money Market Fund * $27,940 $102,343 * $78,291 $192,232
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

SUB-ADVISER TO THE TAX-FREE MONEY MARKET FUND

The Adviser has entered into a sub-advisory agreement (the "Sub-Advisory
Agreement") with Weiss, Peck & Greer, L.L.C. ("WPG") dated April 1, 1998
relating to the Tax-Free Money Market Fund. 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. As of [January 31, 2000], WPG manages over [$18] billion in
assets, [$2.7] 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: .075% of the Fund's average daily
net assets up to $150 million; .05% of the next $350 million of the Fund's
average daily net assets, .04% of the next $500 million in average daily net
assets; and .03% of the Fund's average daily net assets over $1 billion.

The continuance of the 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 Tax-Free
Money Market Fund at any time, without the payment of 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. The Sub-Advisory Agreement will immediately
terminate in the event of its assignment or upon termination of the Advisory
agreement between the Adviser and the Trust with regard to the Tax-Free Money
Market Fund (as used herein, the terms "majority of the outstanding voting
securities," "interested persons" and "assignment" have the same meaning of such
terms in the 1940 Act).

<TABLE>
<CAPTION>
-------------------------------------------------------------
Fund Fees Paid Fee Waived
----------------------------------------
1998 1999 1998 1999
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Tax-Free Money $18,627 $52,562 $0 $0
Market Fund
-------------------------------------------------------------
</TABLE>

THE ADMINISTRATOR

The Trust and SEI Investments Mutual Funds Services (the "Administrator") have
entered into an administration agreement (the "Administration Agreement"). Under
the Administration Agreement, the Administrator provides the Trust with

15
<PAGE>

administrative personnel and services necessary to operate the Funds. 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 0.20% of the Fund's
average daily net assets payable from the assets of the Funds. 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.

The Administration Agreement provides that the Administrator shall not be liable
for any error of judgment or mistake of law or for any loss suffered by a Fund
in connection with the matters to which the Administration Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Administrator in the performance of its duties or from
reckless disregard by it of its duties and obligations thereunder. The
Administration Agreement extends for a term of five years, commencing on
July 27, 1999, and is renewable for additional two year terms thereafter.

The Administrator, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments, is the owner of all beneficial
interests in the Administrator. SEI Investments and its subsidiaries and
affiliates, including the Administrator, are leading providers of funds
evaluation services, trust accounting systems, and brokerage and information
services to financial institutions, institutional investors, and money managers.
The Administrator and its affiliates also serve as administrator or
sub-administrator to the following other mutual funds: The Achievement Funds
Trust, The Advisors' Inner Circle Fund, Alpha Select Funds, Amerindo Funds,
Inc., The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784
Funds, CNI Charter Funds, CUFUND, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Huntington Funds, The Nevis Funds, Oak Associates Funds, The Parkstone Advantage
Funds, The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds,
SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional International Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI
Classic Funds, STI Classic Variable Trust, TIP Funds and UAM Funds Inc. II.

Since June 9, 1997, SEI Investments Mutual Funds Services has served as
administrator to the Funds. Prior to June 9, 1997, Federated Administrative
Services served as administrator to the Funds.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Fund Fees Paid Fees Waived
-----------------------------------------------------------------------------------------------
Fiscal Period Fiscal Year Fiscal Period Fiscal Year
-----------------------------------------------------------------------------------------------
1996(1) 1997(2) 1998 1999 1996(1) 1997(2) 1998 1999
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money Market Fund $162,059 $149,922 $274,873 $454,849 $0 $49,974 $91,624 $152,405
------------------------------------------------------------------------------------------------------------------------------
Tax-Free Money Market Fund * * $39,920 $110,259 * * $13,306 $37,106
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Not in operation
(1) Fiscal period beginning November 1, 1996 and ended June 8, 1997.
(2) Fiscal period beginning June 9, 1997 and ended October 31, 1997.

THE DISTRIBUTOR

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

- 16 -
<PAGE>

THE TRANSFER AGENT

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

THE CUSTODIAN

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

INDEPENDENT AUDITORS

The independent auditors for the Trust are [ ], Princeton, New
Jersey.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, 1800 M Street, N.W., Washington, D.C. serves as
legal counsel to the Trust.

TRUSTEES AND OFFICERS OF THE TRUST

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

The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with the named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select
Funds, The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784
Funds', CNI Charter Funds, CUFUND, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Huntington Funds, The Nevis Fund, Inc., Oak Associates Funds, The Parkstone
Advantage Fund, The Parkstone Group of Funds, The PBHG Funds, Inc., PBHG
Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust
and TIP Funds, each of which is an open-end management investment company
managed by SEI Investments Mutual Funds Services or its affiliates and
distributed by SEI Investments Distribution Co.

ROBERT A. NESHER (DOB 08/17/46) -- Chairman of the Board of Trustees* --
Currently performs various services on behalf of SEI Investments for which Mr.
Nesher is compensated. Executive Vice President of SEI Investments, 1986-1994.
Director and Executive Vice President of the Administrator and the Distributor,
1981-1994. Trustee of The Advisors' Inner

- 17 -
<PAGE>

Circle Fund, The Arbor Fund, Bishop Street Funds, Boston 1784
Funds-Registered Trademark-, The Expedition Funds, Oak Associates Funds,
Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional International Trust, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI
Liquid Asset Trust and SEI Tax Exempt Trust.

JOHN T. COONEY (DOB 01/20/27) -- Trustee** -- Vice Chairman of Ameritrust Texas
N.A., 1989-1992, and MTrust Corp., 1985-1989. Trustee of The Advisors' Inner
Circle Fund, The Arbor Fund, The Expedition Funds and Oak Associates Funds.

WILLIAM M. DORAN (DOB 05/26/40) -- Trustee* -- 1701 Market Street, Philadelphia,
PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust,
SEI Investments, the Administrator and the Distributor. Director of SEI
Investments since 1974; Secretary of SEI Investments since 1978. Trustee of The
Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, Oak
Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional International Trust, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.

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

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

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

GEORGE J. SULLIVAN, JR. (DOB 11/13/42) -- Trustee**-- Chief Executive Officer,
Newfound Consultants Inc. since April 1997. General Partner, Teton Partners,
L.P., June 1991- December 1996; Chief Financial Officer, Noble Partners, L.P.,
March 1991-December 1996; Treasurer and Clerk, Peak Asset Management, Inc.,
since 1991; Trustee, Navigator Securities Lending Trust, since 1995. Trustee of
The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, Oak
Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional International Trust, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.

MARK E. NAGLE (DOB 10/20/59) -- President and Chief Executive Officer--
President of the Administrator and Senior Vice President of SEI Investments
Mutual Funds Services Operations Group since 1998. Vice President of the
Administrator and Vice President of Fund Accounting and Administration of SEI
Investments Mutual Funds Services, 1996-1998. Vice President of the Distributor
since December 1997. Senior Vice President, Fund Administration, BISYS Fund
Services, September 1995 - November 1996. Senior Vice President and Site
Manager, Fidelity Investments 1981- September 1995.

- 18 -
<PAGE>

TIMOTHY D. BARTO (DOB 03/28/68) -- Vice President and Assistant Secretary
--Employed by SEI Investments since October 1999. Vice President and Assistant
Secretary of the Administrator and Distributor since December 1999. Associate at
Dechert Price & Rhoads, 1997-1999. Associate, at Richter, Miller & Finn,
1994-1997.

TODD B. CIPPERMAN (DOB 02/14/66) -- Vice President and Assistant Secretary --
Senior Vice President and General Counsel of SEI Investments; Senior Vice
President, General Counsel and Secretary of the Administrator and the
Distributor since 2000. Vice President and Assistant Secretary of SEI
Investments, the Administrator and the Distributor, 1995-2000. Associate, Dewey
Ballantine (law firm), 1994-1995. Associate, Winston & Strawn (law firm),
1991-1994.

JAMES R. FOGGO (DOB 06/30/64) -- Vice President and Assistant Secretary -- Vice
President and Assistant Secretary of SEI Investments since 1998. Vice President
and Assistant Secretary of the Administrator and the Distributor since May 1999.
Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998. Associate,
Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law
firm), 1993-1995. Operations Manager, The Shareholder Services Group, Inc.,
1986-1990.

LYDIA A. GAVALIS (DOB 06/05/64) -- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI Investments, the Administrator
and the Distributor since 1998. Assistant General Counsel and Director of
Arbitration, Philadelphia Stock Exchange, 1989-1998.

KATHY HEILIG (DOB 12/21/58) -- Vice President and Assistant Secretary --
Treasurer of SEI Investments since 1997; Vice President of SEI Investments since
1991. Vice President and Treasurer of the Administrator since 1997. Assistant
Controller of SEI Investments and Vice President of the Distributor since 1995;
Director of Taxes of SEI Investments, 1987 to 1991. Tax Manager, Arthur Andersen
LLP prior to 1987.

CHRISTINE M. MCCULLOUGH (DOB 12/02/60) -- Vice President and Assistant Secretary
-- Employed by SEI Investments since November 1, 1999. Vice President and
Assistant Secretary of the Administrator and the Distributor since December
1999. Associate at White and Williams LLP, 1991-1999. Associate at Montgomery,
McCracken, Walker & Rhoads, 1990-1991.

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

JOHN H. GRADY, JR. (DOB 06/01/61) -- Secretary -- 1701 Market Street,
Philadelphia, PA 19103, Partner since 1995, Morgan, Lewis & Bockius LLP (law
firm), counsel to the Trust, SEI Investments, the Administrator and the
Distributor.

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

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

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

- 19 -
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION REGISTRANT AND FUND COMPLEX*
FROM REGISTRANT FOR THE PENSION OR RETIREMENT ESTIMATED ANNUAL PAID TO TRUSTEES FOR THE
FISCAL YEAR ENDING BENEFITS ACCRUED AS BENEFITS UPON FISCAL YEAR ENDING
NAME OF PERSON, POSITION OCTOBER 31, 1999 PART OF FUND EXPENSES RETIREMENT OCTOBER 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Cooney $4,255 N/A N/A $4,255 for services on 1 board
------------------------------------------------------------------------------------------------------------------------------------
Frank E. Morris ** $0 N/A N/A $ 0 for services on 1 board
------------------------------------------------------------------------------------------------------------------------------------
Robert Patterson $2,989 N/A N/A $2,989 for services on 1 board
------------------------------------------------------------------------------------------------------------------------------------
Eugene B. Peters $3,643 N/A N/A $3,643 for services on 1 board
------------------------------------------------------------------------------------------------------------------------------------
James M. Storey, Esq. $3,506 N/A N/A $3,506 for services on 1 board
------------------------------------------------------------------------------------------------------------------------------------
George J. Sullivan, Jr. $2,615 N/A N/A $2,615 for services on 1 board
------------------------------------------------------------------------------------------------------------------------------------
William M. Doran, Esq. N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
Robert A. Nesher N/A N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*The Trust is the only investment company in the "Fund Complex."
** Mr. Morris retired as of December 30, 1998.

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

TRUSTEE LIABILITY

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

PERFORMANCE INFORMATION

From time to time a Fund may advertise its performance. Performance figures are
based on historical earnings and are not intended to indicate future
performance.

CLASSES OF SHARES AND PERFORMANCE

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

PERFORMANCE COMPARISONS

Each Fund may periodically compare its performance to other mutual funds tracked
by mutual fund rating services, to broad groups of comparable mutual funds, or
to unmanaged indices. These comparisons may assume reinvestment of dividends but
generally do not reflect deductions for administrative and management costs.

ECONOMIC AND MARKET INFORMATION

Advertising and sales literature for a Fund may include discussions of economic,
financial and political developments and their effect on the securities market.
Such discussions may take the form of commentary on these developments by Fund
portfolio managers and their views and analysis on how such developments could
affect the Fund. In addition, advertising and sales literature may quote
statistics and give general information about the mutual fund industry,
including the growth of the industry, from sources such as the Investment
Company Institute ("ICI").

- 20 -
<PAGE>

COMPUTATION OF YIELD

Yields are one basis upon which investors may compare the Funds with other money
market funds; however, yields of other money market funds and other investment
vehicles may not be comparable because of the factors set forth above and
differences in the methods used in valuing portfolio instruments.

SEVEN-DAY YIELD

The current yield of the Money Market Funds will be calculated daily based
upon the seven days ending on the date of calculation (the "base period").
The yield is computed by determining the net change (exclusive of capital
changes) in the value of a hypothetical pre-existing shareholder account
having a balance of one share at the beginning of the period, subtracting a
hypothetical charge reflecting deductions from shareholder accounts, and
dividing such net change by the value of the account at the beginning of the
same period to obtain the base period return and multiplying the result by
(365/7). Realized and unrealized gains and losses are not included in the
calculation of the yield. The effective compound yield of the Money Market
Funds is determined by computing the net change (exclusive of capital
changes) in the value of a hypothetical pre-existing account having a balance
of one share at the beginning of the period, subtracting a hypothetical
charge reflecting deductions from shareholder accounts, and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and then compounding the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7, and
subtracting 1 from the result, according to the following formula: Effective
Yield = [(Base Period Return + 1) TO THE POWER OF 365/7] - 1. The current and
the effective yields reflect the reinvestment of net income earned daily on
portfolio assets.

The Tax-Free Money Market Fund's "tax equivalent yield" and "tax equivalent
effective yield" are 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.
Tax-exempt yield is calculated according to the same formula except that E
equals the interest exempt from federal income tax earned during the period.
This tax-exempt yield is then translated into tax-equivalent yield according to
the following formula:

TAX EQUIVALENT YIELD = E + T
-----
1-P

E = the portion of the yield which is tax-exempt
P = stated income tax rate
T = the portion of the yield which is taxable

The yields of these Funds fluctuate, and the annualization of a week's dividend
is not a representation by the Trust as to what an investment in the Fund will
actually yield in the future. Actual yields will depend on such variables as
asset quality, average asset maturity, the type of instruments a Fund invests
in, changes in interest rates on money market instruments, changes in the
expenses of the Fund and other factors.

CALCULATION OF TOTAL RETURN

- 21 -
<PAGE>

The Funds may advertise total return. In particular, total return will be
calculated according to the following formula: P (1 + T) TO THE POWER OF n =
ERV, where P = a hypothetical initial payment of $1,000; T = average annual
total return; n = number of years; and ERV = ending redeemable value of a
hypothetical $1,000 payment made at the beginning of the designated time
period as of the end of such period.

The Sweep Class Shares of the Funds were not offered prior to July 31, 2000.
The average total returns for the Institutional Shares and Investment Service
Shares Funds from inception through October 31, 1999 were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
Fund Class Average Annual Total Return
----------------------------------------------------------------
One Year Five Years Ten Years Since Inception*
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Money Market Fund Institutional Shares 4.83% 5.14% N/A 4.95%
-------------------------------------------------------------------------------------------------
Investment Service Shares 4.56% 5.01% N/A 4.88%
---------------------------------------------------------------------------------------------------------------------------
Tax-Free Money Market Institutional Shares 2.91% N/A N/A 2.93%
Fund -------------------------------------------------------------------------------------------------
Investment Service Shares 2.77% N/A N/A 2.83%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Institutional Shares of the Money Market Fund were initially offered to the
public on June 9, 1997. Investment Service Shares of the Money Market Fund were
initially offered to the public on February 5, 1990. Prior to June 9, 1997,
Investment Service Shares of the Money Market Fund were not subject to
Rule 12b-1 or shareholder servicing fees. Institutional Shares of the Tax-Free
Money Market Fund were not offered as of October 31, 1998. Investment Services
Shares of the Tax-Free Money Market Fund were initially offered to the public on
May 20, 1998.

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

PURCHASING SHARES

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

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

ADMINISTRATIVE AND SHAREHOLDER SERVICES PLANS

With respect to Sweep Class Shares of the Money Market Funds, the Trust has
adopted a Shareholder Service Plan (the "Shareholder Service Plan") and an
Administrative Services Plan (the "Administrative Services Plan"). Pursuant to
the Shareholder Service Plan, the Distributor may pay fees to service providers
that may provide, one or more of the following services to Sweep Class
shareholders: maintaining accounts; arranging for bank wires; responding to
shareholder inquiries relating to the services performed by the Distributor or
any service provider; responding to inquiries from shareholders

- 22 -
<PAGE>

concerning their investments in Sweep Class Shares; assisting shareholders in
changing dividend options, account designations, and addresses; and other
similar personal services. Pursuant to the Administrative Services Plan, the
Distributor may pay fees to service providers that may provide, one or more of
the following administrative services to Sweep Class shareholders: providing
sub-accounting services; providing account information periodically to
shareholders; forwarding shareholder communications from the Fund (such as
proxies, prospectuses, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to shareholders;
processing purchase, exchange and redemption requests from shareholders, either
directly or through cash "sweep" or similar cash management programs
administered on behalf of shareholders, and placing such orders with the Fund or
its service providers; processing dividend payments from the Fund on behalf of
the shareholders; and providing such other similar administrative services to
the extent the services do not constitute "personal services" within the meaning
of NASD Conduct Rule 2830.

CONVERSION TO FEDERAL FUNDS

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

REDEEMING SHARES

Each Fund redeems shares at the next computed net asset value after the Transfer
Agent receives the redemption request. Redemption procedures are explained in
the Fund's prospectuses. Although the Transfer Agent does not charge for
telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.

REDEMPTION IN KIND

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

Redemption in kind will be made in conformity with applicable 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 a Fund's 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.

DETERMINATION OF NET ASSET VALUE

The Funds attempt to stabilize the value of a share at $1.00. Net asset value is
calculated on days on which both the NYSE and the Federal Reserve wire system
are open for business. Currently, the Trust 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

- 23 -
<PAGE>

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

Under the Rule, the Funds are permitted to purchase instruments which are
subject to demand features or standby commitments. As defined by the Rule, a
demand feature entitles the Funds 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 Funds 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 Funds limit their 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 Funds to maintain a dollar-weighted average portfolio maturity (not
more than 90 days) appropriate to the objective of maintaining a stable net
asset value of $1.00 per share. Except as allowed under the Rule, no instrument
with a remaining maturity of more than thirteen months can be purchased by the
Funds.

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

The Funds 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 Funds, computed by dividing the annualized daily income on the Funds'
portfolio by the net asset value computed as above, may tend to be higher than a
similar computation made by using a method of valuation based upon market prices
and estimates.

- 24 -
<PAGE>

In periods of rising interest rates, the indicated daily yield on Shares of the
Funds 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.

TAXES

The following is only a summary of certain additional federal income tax
considerations generally affecting the Funds and its shareholders that are not
described in the Funds' prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Funds or its shareholders, and the
discussion here and in the Funds' prospectus is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax advisors with
specific reference to their own tax situations, including their state and local
tax liabilities.

FEDERAL INCOME TAX TREATMENT OF DIVIDENDS AND DISTRIBUTIONS

The following general discussion of certain federal income tax consequences is
based on the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations issued thereunder as in effect on the date of this Statement of
Additional Information. New legislation, as well as administrative changes or
court decisions, may significantly change the conclusions expressed herein, and
may have a retroactive effect with respect to the transactions contemplated
herein.

QUALIFICATION AS REGULATED INVESTMENT COMPANY

Each Fund intends to qualify and elect to be treated as a "regulated investment
company" ("RIC") as defined under Subchapter M of the Code. By following such a
policy, each Fund expects to eliminate or reduce to a nominal amount the federal
taxes to which it may be subject.

Each Fund intends to qualify under Subchapter M of the Code for tax treatment as
a RIC. In order to qualify as a RIC, a Fund must satisfy certain requirements.
First, a Fund must derive at least 90% of its annual gross income (including
tax-exempt interest) from dividends, interest, payments with respect to
securities loans, gains from the sale of or other disposition of stock or
securities, foreign currencies or other income (including but not limited to
gains from options and futures) derived with respect to its business of
investing in such stock or securities (the "90% gross income test"). Second, a
Fund must diversify its holdings so that, at the close of each quarter of its
taxable year, (i) at least 50% of the value of its total assets is comprised of
cash, cash items, United States Government securities, securities of other
regulated investment companies and other securities limited in respect of any
one issuer to an amount not greater in value than 5% of the value of a Fund's
total assets and to not more than 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of the total assets is
invested in the securities of any one issuer (other than United States
Government securities and securities of other regulated investment companies) or
two or more issuers controlled by a Fund and engaged in the same, similar or
related trades or businesses.

A Fund will not be taxable as a RIC for a taxable year unless it distributes at
least 90% of the sum of (i) its "investment company taxable income" (which
includes dividends, taxable interest, taxable original issue discount and market
discount income, income from securities lending, net short-term capital gain in
excess of long-term capital loss, and any other taxable income other than "net
capital gain" (as defined below) and is reduced by deductible expenses) and (ii)
its net tax-exempt interest (the excess of its gross tax-exempt interest income
over certain disallowed deductions). A Fund may retain for investment its net
capital gain (which consists of the excess of its net long-term capital gain
over its net short-term capital loss). However, if a Fund retains any net
capital gain or any investment company taxable income, it will be subject to tax
at

- 25 -
<PAGE>

regular corporate rates on the amount retained. Each fund intends to distribute
at least annually to its shareholders all or substantially all of its net
tax-exempt interest and any investment company taxable income and net capital
gain.

If a Fund fails to qualify for any taxable year as a RIC, all of its taxable
income will be subject to tax at regular corporate income tax rates without any
deduction for distributions to shareholders and such distributions generally
will be taxable to shareholders as ordinary dividends to the extent of a Fund's
current and accumulated earnings and profits. In this event, distributions
generally will be eligible for the dividends-received deduction for corporate
shareholders.

FUND DISTRIBUTIONS

Distributions of investment company taxable income will be taxable to
shareholders as ordinary income, regardless of whether such distributions are
paid in cash or are reinvested in additional shares, to the extent of the Fund's
earnings and profits. The Funds anticipate that it will distribute substantially
all of its investment company taxable income for each taxable year.

A Fund may either retain or distribute to shareholders its excess of net
long-term capital gains over net short-term capital losses ("net capital
gains"). If such gains are distributed as a capital gains distribution, they are
taxable to shareholders who are individuals at a maximum rate of 20%, regardless
of the length of time the shareholder has held shares. If any such gains are
retained, a Fund will pay federal income tax thereon.

In the case of corporate shareholders, distributions (other than capital gains
distributions) from a RIC generally qualify for the dividends-received deduction
only to the extent of the gross amount of qualifying dividends received by the
Fund for the year. Generally, and subject to certain limitations, a dividend
will be treated as a qualifying dividend if it has been received from a domestic
corporation. Accordingly, it is not expected that any distribution from the
Money Market Funds or Bond Funds will qualify for the corporate
dividends-received deduction. Conversely, distributions from the Equity Funds
may qualify for the corporate dividends-received deduction.

Ordinarily, investors should include all dividends as income in the year of
payment. However, dividends declared payable to shareholders of record in
October, November or December of one year, but paid in January of the following
year, will be deemed for tax purposes to have been received by the shareholder
and paid by a Fund in the year in which the dividends were declared.

The Funds will provide a statement annually to shareholders as to the federal
tax status of distributions paid (or deemed to be paid) by a Fund during the
year, including the amount of dividends eligible for the corporate
dividends-received deduction.

SALE OR EXCHANGE OF FUND SHARES

Generally, gain or loss on the sale or exchange of a share will be capital gain
or loss that will be long-term if the share has been held for more than twelve
months and otherwise will be short-term. For individuals, long-term capital
gains are currently taxed at a maximum rate of 20% and short-term capital gains
are currently taxed at ordinary income tax rates. However, if a shareholder
realizes a loss on the sale, exchange or redemption of a share held for six
months or less and has previously received a capital gains distribution with
respect to the share (or any undistributed net capital gains of a Fund with
respect to such share that have been included in determining the shareholder's
long-term capital gains), the shareholder must treat the loss as a long-term
capital loss to the extent of the amount of the prior capital gains distribution
(or any undistributed net capital gains of a Fund that have been included in
determining such shareholder's long-term capital gains). In addition, any loss
realized on a sale or other disposition of shares will be disallowed to the
extent an investor repurchases (or enters into a contract or option to
repurchase) shares within a period of 61 days (beginning 30 days before and
ending 30 days after the

- 26 -
<PAGE>

disposition of the shares). This loss disallowance rule will apply to shares
received through the reinvestment of dividends during the 61-day period.

In certain cases, a Fund will be required to withhold, and remit to the United
States Treasury, 31% of any distributions paid to a shareholder who (1) has
failed to provide a correct taxpayer identification number, (2) is subject to
backup withholding by the Internal Revenue Service, or (3) has failed to certify
to that Fund that such shareholder is not subject to backup withholding.

FEDERAL EXCISE TAX

If a Fund fails to distribute in a calendar year at least 98% of its ordinary
income for the year and 98% of its capital gain net income (the excess of short
and long term capital gains over short and long term capital losses) for the
one-year period ending October 31 of that year (and any retained amount from the
prior calendar year), a Fund will be subject to a nondeductible 4% Federal
excise tax on the undistributed amounts. The Funds intend to make sufficient
distributions to avoid imposition of this tax, or to retain, at most its net
capital gains and pay tax thereon.

TAX-FREE MONEY MARKET FUND

The Tax-Free Money Market Fund intends to qualify to pay "exempt interest
dividends" to the shareholders by satisfying the Code's requirement that at the
close of each quarter of its taxable year at least 50% of the value of its total
assets consist of obligations, the interest on which is exempt from federal
income tax. As long as this and certain other requirements are met, dividends
derived from the Fund's net tax-exempt interest income will be "exempt interest
dividends" that are excluded from your gross income for federal income tax
purposes. Exempt interest dividends may, however, have collateral federal income
tax consequences, as discussed below.

The Tax-Free Money Market Fund may make investments in securities (such as
STRIPS) that bear "original issue discount" or "acquisition discount"
(collectively, "OID Securities"). The holder of such securities is deemed to
have received interest income even though no cash payments have been received.
Accordingly, OID Securities may not produce sufficient current cash receipts to
match the amount of distributable net investment income the Fund must distribute
to satisfy the Distribution Requirement. In some cases, the Fund may have to
borrow money or dispose of other investments in order to make sufficient cash
distributions to satisfy the Distribution Requirement.

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 Tax-Free Money Market 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 private activity
bonds.

- 27 -
<PAGE>

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 advisers before purchasing shares of the Tax-Free Money
Market Fund.

Issuers of bonds purchased by the Tax-Free Money Market 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 experienced by the Tax-Free Money Market 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.

STATE AND LOCAL TAXES

Rules of state and local taxation of dividend and capital gains distributions
from regulated investment companies often differ from the rules for federal
income taxation described above. Shareholders are urged to consult their tax
advisors as to the consequences of these and other state and local tax rules
affecting investment in the Funds.

FUND TRANSACTIONS

The Trust has no obligation to deal with any dealer or group of dealers in the
execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the Adviser or Sub-Adviser is responsible for
placing the orders to execute transactions for a Fund. In placing orders, it is
the policy of the Trust to seek to obtain the best net results taking into
account such factors as price (including the applicable dealer spread), the
size, type and difficulty of the transaction involved, the firm's general
execution and operational facilities, and the firm's risk in positioning the
securities involved. While the Adviser or Sub-Adviser generally seeks reasonably
competitive spreads or commissions, the Trust will not necessarily be paying the
lowest spread or commission available.

The money market securities in which the Funds invest are traded primarily in
the over-the-counter market. Bonds and debentures are usually traded
over-the-counter, but may be traded on an exchange. Where possible, the Adviser
or Sub-Adviser will deal directly with the dealers who make a market in the
securities involved except in those circumstances where better prices and
execution are available elsewhere. Such dealers usually are acting as principal
for their own account. On occasion, securities may be purchased directly from
the issuer. Money market securities are generally traded on a net basis and do
not normally involve either brokerage commissions or transfer taxes. The cost of
executing portfolio securities transactions of the Trust will primarily consist
of dealer spreads and underwriting commissions.

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

TRADING PRACTICES AND BROKERAGE

- 28 -
<PAGE>

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser or Sub-Adviser looks for prompt execution of the order
at a favorable price. In working with dealers, the Adviser or Sub-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 or Sub-Adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to guidelines established
by the Trustees. The Adviser and Sub-Adviser may select brokers and dealers who
offer brokerage and research services. These services may be furnished directly
to the Funds or to the Adviser or Sub-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, Sub-Adviser or its affiliates in advising the Funds and other
accounts. To the extent that receipt of these services may supplant services for
which the Adviser, Sub-Adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The Adviser, Sub-Adviser and their
affiliates exercise reasonable business judgment in selecting brokers who offer
brokerage and research services to execute securities transactions. They
determine in good faith that commissions charged by such persons are reasonable
in relationship to the value of the brokerage and research services provided.
Although investment decisions for the Funds are made independently from those of
the other accounts managed by the Adviser or Sub-Adviser, investments of the
type the Funds may make may also be made by those other accounts. When a Fund
and one or more other accounts managed by the Adviser or Sub-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 or Sub-Adviser to be equitable to each. In some cases, this
procedure may adversely affect the price paid or received by a Fund or the size
of the position obtained or disposed of by the Fund. In other cases, however, it
is believed that coordination and the ability to participate in volume
transactions will be to the benefit of the Fund. Additionally, the Adviser (or
Sub-Adviser) may use the Distributor as a broker-dealer. The Distributor is not
an affiliate of the Fund, but falls under the definition of "affiliated broker"
of the Fund for purposes of Item 16 of Form N-1A under the 1933 Act. Such
commissions and other remuneration to the Distributor will be fair and
reasonable in comparison to other broker-dealers for comparable transactions
involving similar securities purchased and sold during a comparable time period.

For the fiscal year ended October 31, 1999, the following commissions were paid
on brokerage transactions, pursuant to an agreement or understanding, to brokers
because of research services provided by the brokers:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Fund Total Dollar Amount of Brokerage Total Dollar Amount of Transactions
Commissions for Research Services Involving Directed Brokerage
Commissions for Research Services
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Money Market Fund $0 $0
--------------------------------------------------------------------------------------------------------------------------
Tax-Free Money Market Fund $0 $0
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

For the fiscal years indicated, the Funds paid the following brokerage
commissions:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Fund Total $ Amount of Brokerage Total $ Amount of Brokerage % of Total % of Total
Commissions Paid Commissions Paid to Affiliate Brokerage Brokerage
Brokers Commissions Transactions
Paid to Effected
Affiliated Through
Brokers Affiliated
Brokers
--------------------------------------------------------------------------------------------------
1997 1998 1999 1997 1998 1999 1999 1999
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money Market Fund * $6,468 $13,536 * $6,468 $13,536 100% 0%
--------------------------------------------------------------------------------------------------------------------------
Tax-Free Money * * $0 * * $0 $0 $0
Market Fund
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

- 29 -
<PAGE>

"Regular brokers or dealers" of the Trust are the ten brokers or dealers that,
during the most recent fiscal year, (i) received the greatest dollar amounts of
brokerage commissions from the Trust's portfolio transactions, (ii) engaged as
principal in the largest dollar amounts of portfolio transactions of the Trust,
or (iii) sold the largest dollar amounts of the Trust's shares. On October 31,
1999, the following Funds held securities of the Trust's "regular brokers or
dealers" as follows: the Money Market Fund held repurchase agreements valued at
$11,157,000.00 at the fiscal year end with J.P. Morgan and held discounted notes
valued at $9,857,778.89 at the fiscal year end issued by Morgan Stanley Dean
Witter and held discounted notes valued at $13,766.228.06 at the fiscal year end
issued by Goldman Sachs and held notes valued at $8,519,219.78 at the fiscal
year end issued by Merrill Lynch.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
shares and classes of shares of the Funds each of which represents an equal
proportionate interest in that Fund with each other share. Shares are entitled
upon liquidation to a PRO RATA share in the net assets of the Funds.
Shareholders have no preemptive rights. The Declaration of Trust provides that
the Trustees of the Trust may create additional series of shares or classes of
series. All consideration received by the Trust for shares of any additional
series and all assets in which such consideration is invested would belong to
that series and would be subject to the liabilities related thereto. Share
certificates representing shares will not be issued.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust could, under
certain circumstances, be held personally liable as partners for the obligations
of the trust. Even if, however, the Trust were held to be a partnership, the
possibility of the Shareholders' incurring financial loss for that reason
appears remote because the Trust's Declaration of Trust contains an express
disclaimer of Shareholder liability for obligations of the Trust and requires
that notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any Shareholder held personally liable for the
obligations of the Trust.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his
own willful defaults and, if reasonable care has been exercised in the selection
of officers, agents, employees or investment advisers, shall not be liable for
any neglect or wrongdoing of any such person. The Declaration of Trust also
provides that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with actual or threatened
litigation in which they may be involved because of their offices with the Trust
unless it is determined in the manner provided in the Declaration of Trust that
they have not acted in good faith in the reasonable belief that their actions
were in the best interests of the Trust. However, nothing in the Declaration of
Trust shall protect or indemnify a Trustee against any liability for his willful
misfeasance, bad faith, gross negligence or reckless disregard of his duties.

EXPERTS

The financial statements as of October 31, 1999 have been audited by [ ],
Independent Auditors, as indicated in their report dated October 31, 1999 with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said report.

- 30 -
<PAGE>

APPENDIX

The following descriptions are summaries of published ratings.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial paper rated A by Standard & Poor's Corporation ("S&P") is regarded by
S&P as having the greatest capacity for timely payment. Issues rated A are
further refined by use of the numbers 1, 1 +, and 2 to indicate the relative
degree of safety. Issues rated A-1+ are those with an "overwhelming degree" of
credit protection. Those rated A-1, the highest rating category, reflect a "very
strong" degree of safety regarding timely payment. Those rated A-2, the second
highest rating category, reflect a satisfactory degree of safety regarding
timely payment but not as high as A-1.

Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investors Service,
Inc. ("Moody's") are judged by Moody's to be of "superior" quality and "strong"
quality respectively on the basis of relative repayment capacity.

F-1+ (Exceptionally Strong) is the highest commercial paper rating Fitch IBCA
assigns; paper rated F-1+ is regarded as having the strongest degree of
assurance for timely payment. Paper rated F-1 (Very Strong) reflects an
assurance of timely payment only slightly less in degree than paper rated F-1+.
The rating F-2 (Good) reflects a satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues rated F-1+ or
F-1.

The designation A1, the highest rating by Fitch IBCA, indicates that the
obligation is supported by a strong capacity for timely repayment. Those
obligations rated A1+ are supported by the highest capacity for timely
repayment. Obligations rated A2, the second highest rating, are supported by a
satisfactory capacity for timely repayment, although such capacity may be
susceptible to adverse changes in business, economic or financial conditions.

The rating Duff-1 is the highest commercial paper rating assigned by Duff. Paper
rated Duff-1 is regarded as having very high certainty of timely payment with
excellent liquidity factors which are supported by good fundamental protection
factors. Risk factors are minor. Duff has incorporated gradations of 1+ and 1-
to assist investors in recognizing quality differences within this highest tier.
Paper rated Duff-1+ has the highest certainty of timely payment, with
outstanding short-term liquidity and safety just below risk-free U.S. Treasury
short-term obligations. Paper rated Duff-1- has high certainty of timely payment
with strong liquidity factors which are supported by good fundamental protection
factors. Risk factors are very small. Paper rated Duff-2 is regarded as having
good certainty of timely payment, good access to capital markets (although
ongoing funding may enlarge total financing requirements) and sound liquidity
factors and company fundamentals. Risk factors are small.

A-1
<PAGE>

DESCRIPTION OF BOND RATINGS

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA by S&P also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and differs from AAA issues only in
small degree. Debt rated A by S&P has a strong capacity to pay interest and
repay principal although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than debt in higher rated
categories.

Bonds rated BBB by S&P are considered as medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Bonds rated Aaa by Moody's are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged". Interest payments are protected by a large, or an exceptionally stable,
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues. Bonds rated Aa by Moody's are
judged by Moody's to be of high quality by all standards. Together with bonds
rated Aaa, they comprise what are generally known as high-grade bonds. They are
rated lower than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than in Aaa securities.

Bonds rated A by Moody's possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future. Debt rated
Baa by Moody's is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

Fitch IBCA uses plus and minus signs with a rating symbol to indicate the
relative position of a credit within the rating category. Plus and minus signs,
however, are not used in the AAA category. Bonds rated AAA by Fitch are
considered to be investment grade and of the highest credit quality. The obligor
has an exceptionally strong ability to pay interest and repay principal, which
is unlikely to be affected by reasonably foreseeable events. Bonds rated AA by
Fitch ICBA are considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated AAA. Because bonds rated in
the AAA and AA categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F-1+. Bonds
rated A by Fitch ICBA are considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings. Bonds rated BBB by
Fitch ICBA are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse impact on these bonds, and therefore
impair timely payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings.

A-2
<PAGE>

Bonds rated AAA by Duff are judged by Duff to be of the highest credit quality,
with negligible risk factors being only slightly more than for risk-free U.S.
Treasury debt. Bonds rated AA by Duff are judged by Duff to be of high credit
quality with strong protection factors and risk that is modest but that may vary
slightly from time to time because of economic conditions. Bonds rated A by Duff
are judged by Duff to have average but adequate protection factors. However,
risk factors are more variable and greater in periods of economic stress. Bonds
rated BBB by Duff are judged by Duff as having below average protection factors
but still considered sufficient for prudent investment, with considerable
variability in risk during economic cycles.

Obligations rated AAA by Fitch IBCA have the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is substantial,
such that adverse changes in business, economic or financial conditions are
unlikely to increase investment risk significantly. Obligations for which there
is a very low expectation of investment risk are rated AA by Fitch IBCA.
Capacity for timely repayment of principal and interest is substantial. Adverse
changes in business, economic or financial conditions may increase investment
risk albeit not very significantly. Obligations for which there is a low
expectation on investment risk are rated A by Fitch IBCA. Capacity for timely
repayment of principal and interest is strong, although adverse changes in
business, economic or financial conditions may lead to increased investment
risk. Obligations for which there is currently a low expectation of investment
risk are rated BBB by Fitch IBCA. Capacity for timely repayment of principal and
interest is adequate, although adverse changes in business, economic or
financial conditions are more likely to lead to increased investment risk than
for obligations in higher categories.

A-3
<PAGE>

PART C: OTHER INFORMATION

ITEM 23. EXHIBITS:

(a)(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.

(a)(2) Amendment No. 1 to Declaration of Trust was filed 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.

(a)(3) Amendment No. 2 to Declaration of Trust was filed 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.

(a)(4) Amendment Nos. 3, 4, and 5 to Declaration of Trust was filed 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.

(a)(5) Amendment No. 6 to Declaration of Trust was filed 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.

(a)(6) Amendment No. 7 to Declaration of Trust was filed 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.

(a)(7) 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.

(a)(8) Amendment No. 10 to Declaration of Trust is incorporated herein
by reference as Exhibit (1)(g) to Registrant's Post-Effective
Amendment No. 26 on Form N-1A (File No. 33-30950) filed with the
SEC on June 4, 1997.

(a)(9) Amendment No. 12 to Declaration of Trust is incorporated herein
by reference as Exhibit (1)(h) to Registrant's Post-Effective
Amendment No. 28 on Form N-1A (File No. 33-30950) filed with the
SEC on January 15, 1998.

(a)(10) Amendment No. 13 to Declaration of Trust is incorporated herein
by reference as Exhibit (1)(i) to Registrant's Post-Effective
Amendment No. 28 on Form N-1A (File No. 33-30950) filed with the
SEC on January 15, 1998.

<PAGE>

(a)(11) Amendment No. 14 to Declaration of Trust is incorporated herein
by reference to Registrant's Post-Effective Amendment No. 30 on
Form N-1A (File No. 33-30950) filed with the SEC on September 16,
1998.

(a)(12) 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.

(a)(13) 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.

(a)(14) 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.

(a)(15) 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.

(a)(16) 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.

(b) 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.

(d)(1) 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.

(d)(2) 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.

<PAGE>

(d)(3) 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. 29 on
Form N-1A (File No. 33-30950) filed with the SEC on January 30,
1998.

(d)(4) Exhibit F to the Investment Advisory Contract of the Registrant
relating to The Expedition Tax-Free Money Market Fund is
incorporated herein by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A (File No. 33-30950) filed with the
SEC on September 16, 1998.

(d)(5) Investment Sub-Advisory Agreement between the Advisor and Weiss,
Peck & Greer, L.L.C. is incorporated herein by reference to
Registrant's Post-Effective Amendment No. 31 on Form N-1A (File
No. 33-30950) filed with the SEC on December 29, 1998.

(e)(1) 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.

(e)(2) Distribution Agreement with SEI Investments Distribution Co. is
incorporated herein by reference to Registrant's Post-Effective
Amendment No. 29 on Form N-1A (File No. 33-30950) filed with the
SEC on January 30, 1998.

(f) Not applicable

(g) 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.

(h)(1) 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.

(h)(2) 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.

(h)(3) 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.

(h)(4) Administration Agreement with SEI Fund Resources is incorporated
herein by reference to Registrant's Post-Effective Amendment No.
29 on Form N-1A (File No. 33-30950) filed with the SEC on January
30, 1998.

<PAGE>

(h)(5) Amended and Restated Administration Agreement, dated July 27,
1999, is incorporated herein by reference as to Exhibit (h)(5) to
Registrant's Post-Effective Amendment No. 34 on Form N-1A (File
No. 33-30950) filed with the SEC on December 16, 1999.

(h)(6) Shareholder Service Plan and Agreement as it relates to the
Investment Service Shares is incorporated herein by reference as
to Exhibit (h)(5) to Registrant's Post-Effective Amendment No.
32 on Form N-1A (File No. 33-30950) filed with the SEC on
February 26, 1999.

(h)(7) ADMINISTRATIVE SERVICES PLAN AND AGREEMENT AS IT RELATES TO THE
CLASS S SHARES IS FILED HEREWITH.

(h)(8) SHAREHOLDER SERVICE PLAN AND AGREEMENT AS IT RELATES TO THE CLASS
S SHARES IS FILED HEREWITH.

(i) Opinion and Consent of Counsel is incorporated herein by
reference as Exhibit (i) to Registrant's Post-Effective Amendment
No. 34 on Form N-1A (File No. 33-30950) filed with the SEC on
February 28, 2000.

(j) Not applicable.

(k) Not applicable.

(l) Initial Capital Understanding was filed with Registrant's
Pre-Effective Amendment No. 1 on Form N-1A (File No. 33-30950)
filed with the SEC on November 16, 1989.

(m)(1) 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.

(m)(2) 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.

(m)(3) Amended and Restated Distribution Plan is incorporated herein by
reference to Registrant's Post-Effective Amendment No. 26 on Form
N-1A (File No. 33-30950) filed with the SEC on June 4, 1997.

(m)(4) Distribution and Service Plan for the Class B Shares dated May
18, 1998 is incorporated herein by reference to Registrant's
Post-Effective Amendment No. 30 on Form N-1A (File No. 33-30950)
filed with the SEC on September 16, 1998.

(n) Not applicable.

(o)(1) 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.

(o)(2) Rule 18f-3 Multiple Class Plan of May, 1998 is incorporated
herein by reference to Registrant's Post-Effective Amendment No.
30 on Form N-1A (File No. 33-30950) filed with the SEC on
September 16, 1998.

<PAGE>

(p)(1) Code of Ethics was filed as Exhibit (p)(10) with The Arbor Fund's
Post-Effective Amendment No. 28 on Form N-1A (File No. 33-50718)
filed with the SEC on May 30, 2000.

(p)(2) Sub-Adviser's Code of Ethics was filed as Exhibit (p)(5) with The
Arbor Fund's Post-Effective Amendment No. 26 on Form N-1A (File
No. 33-50718) filed with the SEC on March 16, 2000.

(q) Powers of Attorney for Dr. Robert A. Patterson, Eugene B. Peters,
Robert A. Nesher, William M. Doran, James M. Storey, John T.
Cooney, Mark E. Nagle and George J. Sullivan, Jr. are
incorporated herein by reference to Registrant's Post-Effective
Amendment No. 34 on Form N-1A (File No. 33-30950) filed with the
SEC on February 28, 2000.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

See the 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 25. INDEMNIFICATION:

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

ITEM 26. 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.

<PAGE>

The Executive Officers of the investment adviser are:
<TABLE>
<CAPTION>

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

E. Lee Harris, Jr. Executive Vice President,
Human Resources Executive

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 Vice President, Chief Credit
President, Senior Credit Policy Officer
Policy Officer

James D. Barri Executive Vice President,
Retail Banking Executive

Charles E. McMahen Vice Chairman

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

<PAGE>

Clayton Pledger Executive Vice President,
Chief Information Officer

Peter Bauer Executive Vice President,
Retail Investment Sales;
Chief Executive Officer of
Compass Brokerage, Inc. and
Compass Bancshares
Insurance, Inc.
</TABLE>

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

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

Directors:

Name Other Substantial Business, Profession Vocation or Employment
--------------------------------------------------------------------------------------------------
<S> <C>
D. Paul Jones, Jr. Chairman, President, Chief Executive Officer, Treasurer and
Director of Compass Bancshares, Inc. and Compass Bank;
Director of Golden Enterprises, Inc. (snack food distribution),
110 South Sixth Street, Birmingham, Alabama 35205; Director of
Russell Lands, Inc. (real estate development), 1 Willowpoint
Road, Alexander City, Alabama 35010; Board Member of
Federal Reserve Bank of Atlanta.

E. Lee Harris Executive Vice President, Human Resources Executive of the
adviser

Garrett R. Hegel Chief Financial Officer of the adviser

G. Ray Stone Senior Executive Vice President, Senior Credit Policy Officer of
the adviser

<PAGE>

James D. Barri Executive Vice President, Retail Banking Executive of the
adviser

Charles E. McMahen Vice Chairman of the adviser

D. Stevenson Ferguson, Jr. Executive Vice President, Asset Management Group Executive of
the adviser

Clayton Pledger Executive Vice President, Chief Information Officer of the
adviser
</TABLE>

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

ITEM 27. 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 Institutional 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
First American Funds, Inc. November 1, 1992

<PAGE>

First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Funds, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
Armada Advantage Fund May 1, 1999
Amerindo Funds, Inc. July 13, 1999
Huntington VA Fund October 15, 1999
Friends Ivory Fund December 16, 1999
SEI Insurance Products Trust March 29, 2000

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").

<PAGE>

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

Position and Offices Position and Offices
Name With Underwriter With Registrant
---- ---------------- ---------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Richard B. Lieb Director, Executive Vice President --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Gilbert L. Beebower Executive Vice President --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Kevin P. Robins Senior Vice President Vice President
& Assistant Secretary
Patrick K. Walsh Senior Vice President --
Todd Cipperman Senior Vice President & General Counsel Vice President &
Assistant Secretary
Wayne M. Withrow Senior Vice President --
Robert Aller Vice President --
Timothy D. Barto Vice President & Assistant Secretary --
S. Courtney E. Collier Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Richard A. Deak Vice President & Assistant Secretary --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
James R. Foggo Vice President & Assistant Secretary --
Vic Galef Vice President & Managing Director --

<PAGE>

Lydia A. Gavalis Vice President & Assistant Secretary Vice President &
Assistant Secretary
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President Vice President &
Assistant Secretary
Jeff Jacobs Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminiski Vice President & Managing Director --
Christine M. McCullough Vice President & Assistant Secretary --
Carolyn McLaurin Vice President & Managing Director --
Mark Nagle Vice President President
Joanne Nelson Vice President --
Cynthia M. Parrish Vice President & Assistant Secretary --
Rob Redican Vice President --
Maria Rinehart Vice President --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President Vice President &
Assistant Secretary
Lynda J. Striegel Vice President & Assistant Secretary Vice President &
Assistant Secretary
Lori L. White Vice President & Assistant Secretary --
</TABLE>

ITEM 28. 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:

<PAGE>

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

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

SEI Investments Mutual Funds Services
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 Advisors:

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

Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, New York 10004

ITEM 29. MANAGEMENT SERVICES: None.

ITEM 30. UNDERTAKINGS: None.

<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, as amended, and
the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Post-Effective Amendment No. 35 to Registrant Statement No.
033-30950 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 31st
day of May, 2000.

THE EXPEDITION FUNDS

By /s/ Mark E. Nagle
----------------------------
Mark E. Nagle, 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.

<TABLE>
<S> <C> <C>
* Trustee May 31, 2000
--------------------------------------
William M. Doran

* Trustee May 31, 2000
-------------------------------------
Dr. Robert A. Patterson

* Trustee May 31, 2000
-------------------------------------
George J. Sullivan, Jr.

* Trustee May 31, 2000
-------------------------------------
Robert A. Nesher

* Trustee May 31, 2000
-------------------------------------
James M. Storey

* Trustee May 31, 2000
-------------------------------------
Eugene B. Peters

* Trustee May 31, 2000
-------------------------------------
John T. Cooney

/s/ Mark E. Nagle President May 31, 2000
-------------------------------------
Mark E. Nagle

/s/ Robert J. DellaCroce Controller & Chief
------------------------------------- Financial Officer May 31, 2000
Robert J. DellaCroce

*By /s/ Mark E. Nagle
-------------------------
Mark E. Nagle
Attorney-in-Fact
</TABLE>

<PAGE>

EXHIBIT INDEX

EXHIBITS:

EX-99.A1 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.A2 Amendment No. 1 to Declaration of Trust was filed 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.A3 Amendment No. 2 to Declaration of Trust was filed 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.A4 Amendment Nos. 3, 4, and 5 to Declaration of Trust was filed 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.A5 Amendment No. 6 to Declaration of Trust was filed 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.A6 Amendment No. 7 to Declaration of Trust was filed 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.A7 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.A8 Amendment No. 10 to Declaration of Trust is incorporated herein
by reference as Exhibit (1)(g) to Registrant's Post-Effective
Amendment No. 26 on Form N-1A (File No. 33-30950) filed with the
SEC on June 4, 1997.

EX-99.A9 Amendment No. 12 to Declaration of Trust is incorporated herein
by reference as Exhibit (1)(h) to Registrant's Post-Effective
Amendment No. 28 on Form N-1A (File No. 33-30950) filed with the
SEC on January 15, 1998.

EX-99.A10 Amendment No. 13 to Declaration of Trust is incorporated herein
by reference as Exhibit (1)(i) to Registrant's Post-Effective
Amendment No. 28 on Form N-1A (File No. 33-30950) filed with the
SEC on January 15, 1998.

<PAGE>

EX-99.A11 Amendment No. 14 to Declaration of Trust is incorporated
herein by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A (File No. 33-30950) filed
with the SEC on September 16, 1998.

EX-99.A12 Specimen Certificate for Shares of Beneficial Interest of
The Starburst Government Income Fund is incorporated herein
by reference as Exhibit (4)(i) to Registrant's
Post-Effective Amendment No. 22 on Form N-1A (File No.
33-30950) filed with the SEC on December 29, 1995.

EX-99.A13 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.A14 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.A15 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.A16 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 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.C Not Applicable

EX-99.D1 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.D2 Investment Management Contract of the Registrant through and
including Exhibit A is incorporated herein by reference as
Exhibit (5)(ii) to Registrant's Post-Effective Amendment No.
22 on Form N-1A (File No. 33-30950) filed with the SEC on
December 29, 1995.

EX-99.D3 Exhibit E to the Investment Advisory Contract of the
Registrant relating to The Expedition Equity Fund is
incorporated herein by reference to

<PAGE>

Registrant's Post-Effective Amendment No. 29 on Form N-1A
(File No. 33-30950) filed with the SEC on January 30, 1998.

EX-99.D4 Exhibit F to the Investment Advisory Contract of the
Registrant relating to The Expedition Tax-Free Money Market
Fund is incorporated herein by reference to Registrant's
Post-Effective Amendment No. 30 on Form N-1A (File No.
33-30950) filed with the SEC on September 16, 1998.

EX-99.D5 Investment Sub-Advisory Agreement between the Advisor and
Weiss, Peck & Greer, L.L.C. is incorporated herein by
reference to Registrant's Post-Effective Amendment No. 31
on Form N-1A (File No. 33-30950) filed with the SEC on
December 29, 1998.

EX-99.E1 Distributor's Contract of the Registrant through and including
Exhibit F is incorporated herein by reference to Registrant's
Post-Effective Amendment No. 22 on Form N-1A (File No.
33-30950) filed with the SEC on December 29, 1995.

EX-99.E2 Distribution Agreement with SEI Investments Distribution
Co. is incorporated herein by reference to Registrant's
Post-Effective Amendment No. 29 on Form N-1A (File No.
33-30950) filed with the SEC on January 30, 1998.

EX-99.F Not applicable

EX-99.G 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.H1 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.H2 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.H3 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.H4 Administration Agreement with SEI Fund Resources is
incorporated herein by reference to Registrant's
Post-Effective Amendment No. 29 on Form N-1A (File No.
33-30950) filed with the SEC on January 30, 1998.

EX-99.H5 Amended and Restated Administration Agreement, dated July
27, 1999, is incorporated herein by reference to
Registrant's Post-Effective

<PAGE>

Amendment No. 33 on Form N-1A (File No. 33-30950) filed
with the SEC on December 16, 1999.

EX-99.H6 Shareholder Service Plan and Agreement as it relates to the
Investment Service Shares is incorporated herein by reference
as to Exhibit (h)(5) to Registrant's Post-Effective Amendment
No. 32 on Form N-1A (File No. 33-30950) filed with the SEC on
February 26, 1999.

EX-99.H7 ADMINISTRATIVE SERVICES PLAN AND AGREEMENT AS IT RELATES TO
THE CLASS S SHARES IS FILED HEREWITH.

EX-99.H8 SHAREHOLDER SERVICE PLAN AND AGREEMENT AS IT RELATES TO THE
CLASS S SHARES IS FILED HEREWITH.

EX-99.I Opinion and Consent of Counsel is incorporated herein by
reference as to Exhibit (i) to Registrant's Post-Effective
Amendment No. 34 on Form N-1A (File No. 33-30950) filed with
the SEC on February 28, 2000.

EX-99.J Not Applicable.

EX-99.K Not applicable.

EX-99.L Initial Capital Understanding was filed with 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.M1 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.

EX-99.M2 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.M3 Amended and Restated Distribution Plan is incorporated
herein by reference to Registrant's Post-Effective
Amendment No. 26 on Form N-1A (File No. 33-30950) filed
with the SEC on June 4, 1997.

EX-99.M4 Distribution and Service Plan for the Class B Shares dated
May 18, 1998 is incorporated herein by reference to
Registrant's Post-Effective Amendment No. 30 on Form N-1A
(File No. 33-30950) filed with the SEC on September 16,
1998.

EX-99.N Not applicable.

EX-99.O1 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.O2 Rule 18f-3 Multiple Class Plan of May, 1998 is incorporated
herein by reference to Registrant's Post-Effective
Amendment No. 30 on Form N- 1A (File No. 33-30950) filed
with the SEC on September 16, 1998.

EX-99.P1 Code of Ethics was filed as Exhibit (p)(10) with The Arbor
Fund's Post-Effective Amendment No. 28 on Form N-1A (File
No. 33-50718) filed with the SEC on May 30, 2000.

<PAGE>

EX-99.P2 Sub-Adviser's Code of Ethics was filed as Exhibit (p)(5)
with The Arbor Fund's Post-Effective Amendment No. 26 on
Form N-1A (File No. 33-50718) filed with the SEC on March
16, 2000.

EX-99.Q Powers of Attorney for Dr. Robert A. Patterson, Eugene B.
Peters, Robert A. Nesher, William M. Doran, James M.
Storey, John T. Cooney, Mark E. Nagle and George J.
Sullivan, Jr. are incorporated herein by reference to
Registrant's Post-effective Amendment No. 35 on Form N-1A
(File No. 33-30950) filed with the SEC on February 28, 2000.