INFINITY MUTUAL FUNDS INC, 485APOS, 1997-11-19

INFINITY MUTUAL FUNDS INC
485APOS, 1997-11-19

Previous: STERICYCLE INC, SC 13D, 1997-11-19

Next: O CHARLEYS INC, 10-Q, 1997-11-19

Securities Act File No. 33-34080
Investment Company Act File No. 811-6076
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No. ____ / /

Post-Effective Amendment No. 34 /X/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 34 /X/

(Check appropriate box or boxes)

THE INFINITY MUTUAL FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road, Columbus, Ohio 43219
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (614) 470-8000

George O. Martinez, Esq.
3435 Stelzer Road
Columbus, Ohio 43219
(Name and Address of Agent for Service)

copy to:

Stuart H. Coleman, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982

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

___ immediately upon filing pursuant to paragraph (b)

___ on (date) pursuant to paragraph (b)

X 60 days after filing pursuant to paragraph (a)(i)

___ on (date) pursuant to paragraph (a)(i)

___ 75 days after filing pursuant to paragraph (a)(ii)

___ on (date) pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

___ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

<PAGE>

THE INFINITY MUTUAL FUNDS, INC.

AmeriStar Portfolios

Cross-Reference Sheet Pursuant to Rule 495(a)

Items in
Part A of
Form N-1A Caption

Capital Growth, Dividend
Growth, Limited Duration
Income, Limited Duration U.S.
Government, Limited Duration
Tennessee Tax Free Portfolios

1 Cover Page 1
2 Synopsis 3
3 Condensed Financial Information 5
4 General Description of Registrant 7
5 Management of the Fund 14
5(a) Management Discussion of Fund's *
Performance
6 Capital Stock and Other Securities 29
7 Purchase of Securities Being Offered 17
8 Redemption or Repurchase
9 Pending Legal Proceedings *

Items in
Part B of
Form N-1A

20 Cover Page B-1
11 Table of Contents B-1
12 General Information and History *
13 Investment Objectives and Policies B-2
14 Management of the Fund B-18
15 Control Persons and Principal Holders B-21, B-35
of Securities
16 Investment Advisory and Other Services B-21
17 Brokerage Allocation B-33
18 Capital Stock and Other Securities B-34
19 Purchase, Redemption and Pricing B-25
of Securities Being Offered
20 Tax Status B-31
21 Underwriters *
22 Calculations of Performance Data B-29
23 Financial Statements B-43

Items in
Part C of
Form N-1A

24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-5
Common Control with Registrant
26 Number of Holders of Securities C-5
27 Indemnification C-5
28 Business and Other Connections C-6
of Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-10
31 Management Services C-11
32 Undertakings C-11
<PAGE>

PROSPECTUS JANUARY __, 1998

THE INFINITY MUTUAL FUNDS, INC.
AmeriStar Funds
CAPITAL GROWTH PORTFOLIO
DIVIDEND GROWTH PORTFOLIO
LIMITED DURATION U.S. GOVERNMENT PORTFOLIO
LIMITED DURATION INCOME PORTFOLIO
LIMITED DURATION TENNESSEE TAX FREE PORTFOLIO
CORE INCOME PORTFOLIO
TENNESSEE TAX EXEMPT BOND PORTFOLIO

CLASS B SHARES

The Infinity Mutual Funds, Inc. (the "Fund") is an open-end, management
investment company, known as a series fund. By this Prospectus, the Fund is
offering Class B Shares of seven of its AmeriStar Funds (the "Portfolios"), each
with a different investment objective:

The CAPITAL GROWTH PORTFOLIO seeks to provide investors with capital growth.
This Portfolio will invest primarily in the equity securities of domestic
issuers.

The DIVIDEND GROWTH PORTFOLIO seeks to provide investors with current
income and capital appreciation. This Portfolio will invest primarily in
dividend-paying equity securities of domestic issuers which are expected to
provide reasonable income and may have capital appreciation potential.

The LIMITED DURATION U.S. GOVERNMENT PORTFOLIO seeks to provide investors
with high current income without assuming undue risk. This Portfolio will
invest primarily in a portfolio of U.S. Government securities that, under
normal market conditions, has an effective duration that approximates that
of the Merrill Lynch Government 1 to 5 Year Bond Index.

The LIMITED DURATION INCOME PORTFOLIO seeks to provide investors
with current income without assuming undue risk. This Portfolio will invest
primarily in investment grade, U.S. dollar denominated fixed-income
securities of domestic and foreign issuers. Under normal market conditions,
the Limited Duration Income Portfolio will invest in a portfolio of
securities that has a duration of under four years.

The LIMITED DURATION TENNESSEE TAX FREE PORTFOLIO seeks to provide investors
with current income exempt from Federal and Tennessee income taxes without
assuming undue risk. This Portfolio will invest primarily in a portfolio of
investment grade Tennessee Municipal Obligations that, under normal market
conditions, has a duration of under five years and an effective average
portfolio maturity ranging between three and five years.

The CORE INCOME PORTFOLIO seeks to provide investors with current
income without assuming undue risk. This Portfolio will invest primarily in
investment grade, U.S. dollar denominated fixed-income securities of
domestic and foreign issuers. Under normal market conditions, the Core Income
Portfolio will invest in a portfolio of securities, except when
maintaining a temporary defensive position, that has an effective duration of
50% to 150% of that of the Merrill Lynch Corporate Government Master Index.

The TENNESSEE TAX EXEMPT BOND PORTFOLIO seeks to provide investors with
current income exempt from Federal and Tennessee income taxes without
assuming undue risk. This Portfolio will invest primarily in investment
grade Tennessee Municipal Obligations without regard to maturity.

Each Portfolio's investment adviser is First American National Bank (the
"Adviser").

BISYS Fund Services Limited Partnership ("BISYS") serves as each
Portfolio's administrator and distributor.

Two other classes of Portfolio shares--Class A Shares and Trust Shares--are
offered by a separate prospectus and are not offered hereby. Class A Shares are
subject to an initial sales charge and Trust Shares are offered without a sales
charge to certain qualified trust and other accounts of the Adviser and others.
The Class A Shares, Class B Shares and Trust Shares are identical, except as to
services offered to and expenses borne by each class which may affect
performance. Investors desiring to obtain information about Class A Shares or
Trust Shares should ask their sales representative or class 1-800-852-0045.

Portfolio shares are not deposits or obligations of, or endorsed or
guaranteed by, the Adviser or any other bank, and are not federally insured by
the Federal Deposit Insurance Corporation, the Federal Reserve Board or any
other governmental agency. Portfolio shares involve certain risks, including
the possible loss of principal. Each Portfolio's share price and investment
return fluctuate and are not guaranteed.

This Prospectus sets forth concisely information about the Fund and the
Portfolios that an investor should know before investing. It should be read and
retained for future reference.

The Statement of Additional Information, dated January __, 1998 which may
be revised from time to time, provides a further discussion of certain areas in
this Prospectus and other matters which may be of interest to some investors. It
has been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Securities and Exchange Commission maintains a Web site
(http://www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding the Fund and
Portfolios. For a free copy of the Statement of Additional Information, write to
the Fund at 3435 Stelzer Road, Columbus, Ohio 43219-3035, or call
1-800-852-0045.

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

TABLE OF CONTENTS

Page
-----------
Fee Table.............................................
Financial Highlights..................................
Description of the Portfolios.........................
Management of the Portfolios..........................
How to Buy Shares.....................................
How to Redeem Shares..................................
Shareholder Privileges................................
Dividends, Distributions and Taxes....................
Performance Information...............................
General Information...................................
Appendix.............................................. A-1

Distributed by: Investment Adviser:
BISYS Fund Services Limited First American National Bank
Partnership 315 Deaderick Street
3435 Stelzer Road Nashville, Tennessee 37237
Columbus, Ohio 43219-3035

For information about opening an account and other Fund services call:
(800) 824-3741 For voice recorded price and yield information call: (800)
852-0045 To execute purchases, redemptions and exchanges and for information
about the status of your account call: (800) 852-0045
<PAGE>

FEE TABLE

Capital Dividend Limited
Growth Growth Duration Income Core Income
Portfolio Portfolio Portfolio Portfolio
---------------------- ------------------ ------------------- -------------------
Class B Shares Class B Shares Class B Shares Class B Shares
---------------------- ------------------ ------------------- -------------------

Shareholder Transaction Expenses
Maximum Deferred Sales Load
(as a percentage of the amount
<S> <C> <C> <C> <C>
subject to charge)...................... 4.00% 4.00% 4.00% 4.00%
Annual Operating Expenses (as a percentage
of average daily net assets)
Management Fees............................. .65% .65% .50% .50%
12b-1 Fees ................................. .75% .75% .75% .75%
Other Expenses ............................. .56% .71% .60% .68%
Total Portfolio Operating Expenses*......... 1.96% 2.11% 1.85% 1.93%
Example:
An investor would pay the following
expenses on a $1,000 investment,
assuming (1) 5% annual return and (2),
except where noted, redemption at the
end of each time period:
1 Year................................. $ 60/$ 20* $ 61/$ 21* $ 59/$ 19* $ 60/$ 20*
3 Years................................ $ 92/$ 62* $ 96/$ 66* $ 88/$ 58* $ 91/$ 61*
5 Years................................ $126/$106* $133/$113* $120/$100* $124/$104*
10 Years............................... $200** $216** $188** $197**

- -----------------
* Assuming no redemption of shares.
** Ten-year figures assume conversion of Class B Shares to Class A Shares at
the end of the seventh year following the date of purchase.
</TABLE>

Tennessee Limited Duration Limited Duration
Tax Exempt Tennessee Tax Free U.S. Government
Bond Portfolio Portfolio Portfolio
------------------------ ---------------------- -------------------------
Class B Shares Class B Shares Class B Shares
------------------------ ---------------------- -------------------------

Shareholder Transaction Expenses
Maximum Deferred Sales Load
(as a percentage of the amount
<S> <C> <C> <C>
subject to charge)....................... 4.00% 4.00% 4.00%
Annual Operating Expenses (as a percentage
of average daily net assets)
Management Fees............................. .50% .39%* .34%*
12b-1 Fees ................................. .75% .75% .75%
Other Expenses.............................. .60% .87% .92%
Total Portfolio Operating Expenses.......... 1.85% 2.01%* 2.01%*
Example:
An investor would pay the following
expenses on a $1,000 investment,
assuming (1) 5% annual return and (2),
except where noted, redemption
at the end of each time
period:
1 Year................................. $ 59/$ 19** $ 60/$ 20** $ 60/$ 20**
3 Years................................ $ 88/$ 58** $ 93/$ 63** $ 93/$ 63**
5 Years................................ $120/$100** $128/$108** $128/$108**
10 Years............................... $188*** $196*** $196***

- ---------------
* After expense reimbursement.
** Assuming no redemption of shares.
*** Ten-year figures assume conversion of Class B Shares to Class A Shares at
the end of the seventh year following the date of purchase.
</TABLE>

The amounts listed in the example should not be considered as
representative of past or future expenses and actual expenses may be greater or
less than those indicated. Moreover, while the example assumes a 5% annual
return, each Portfolio's actual performance will vary and may result in an
actual return greater or less than 5%.

The purpose of the foregoing table is to assist investors in understanding
the costs and expenses borne by the Portfolios and investors, the payment of
which will reduce investors' annual return. Other Expenses are estimated based
on amounts for Class A Shares for the current fiscal year. The expenses noted
above for the Limited Duration Tennessee Tax Free Portfolio and Limited Duration
U.S. Government Portfolio, without reimbursements, would be: Management Fees,
.50% for each Portfolio and Total Portfolio Operating Expenses, 2.12% for
Limited Duration Tennessee Tax Free Portfolio and 2.17% for Limited Duration
U.S. Government Portfolio. Long-term investors could pay more in aggregate
12b-1 fees and sales charges than the economic equivalent of the maximum initial
sales charge permitted by the National Association of Securities Dealers, Inc.
The expenses noted above do not reflect any other fee waiver or expense
reimbursement arrangement that may be in effect. Certain Service Organizations
(as defined below) and other institutions also may charge their clients direct
fees for effecting transactions in Portfolio shares and the Adviser, its
affiliates and certain other institutions may charge customary account and
account transaction fees, which are not Fund related, with respect to accounts
through which or for which Portfolio shares are purchased or redeemed; such fees
are not reflected in the foregoing table. For a further description of the
various costs and expenses incurred in a Portfolio's operation, as well as
expense reimbursement or waiver arrangements, see "Management of the
Portfolios."

FINANCIAL HIGHLIGHTS

Contained below for each Portfolio is per share operating performance data
for a Class A Share of common stock outstanding, total investment return, ratios
to average net assets and other supplemental data for each period indicated. The
information in the tables has been audited (except where indicated) by KPMG Peat
Marwick LLP, the Portfolios' independent auditors. Further financial data,
related notes and report of independent auditors with respect to Class A Shares
accompany the Statement of Additional Information, which is available upon
request. No financial information is available for Class B Shares which had not
been offered as of June 30, 1997. The shareholder services plan fees and higher
distribution plan fees payable by Class B Shares will cause such shares to have
a higher expense ratio, to pay lower dividends, and to have a lower total
investment return than Class A Shares.

AMERISTAR CAPITAL GROWTH PORTFOLIO

CLASS A SHARES
--------------
For the Period from For the Period from
January 1, 1997 April 1, 1996
through through December
June 30, 1997 31, 1996*
--------------------- --------------------
(Unaudited)

Net Asset Value, Beginning of Period.................. $ 11.32 $ 10.00
------- -------
Income from investment operations:
Net investment income............................... 0.02 ` --
Net realized and unrealized gains on
securities transactions........................... 1.81 1.32
---- ----
Net income from investment operations............... 1.83 1.32
---- ----
Less dividends and distributions:
Dividends from net investment income................ (0.02) --
---- ----
Net change in net asset value......................... 1.81 1.32
---- ----
Net Asset Value, End of Period........................ $ 13.13 $ 11.32
======= =======
Total Return (excluding sales charge)................. 16.21%(a) 22.26%(a)
Ratios/Supplemental Data:
Net assets, end of period (000's)................... $132,827 $49,008
Ratio of expenses to average net assets............. 0.93%(b) 1.20%(b)
Ratio of net investment income (loss) to average
net assets....................................... 0.49%(b) (0.02%)(b)
Ratio of expenses to average net assets**........... 1.18%(b) 1.39%(b)(c)
Ratio of net investment income (loss) to average
net assets**..................................... 0.24%(b) (0.21)%(b)
Portfolio Turnover.................................. 48% 69%
Average commission rate paid(d)..................... $0.0877 $0.0838

- -----------------------
* Period from commencement of operations.
** During the period certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) During the year ended December 31, 1996, the Portfolio received credits
from its custodian for interest earned on uninvested cash balances which
were used to offset custodian fees and expenses. If such credits had not
occurred, the expense ratio would have been as indicated. The ratio of
net investment income was not affected.
(d) Represents the total dollar amount of commissions paid on portfolio
transactions divided by total number of shares purchased and sold for which
commissions were charged.
</TABLE>

AMERISTAR LIMITED DURATION INCOME PORTFOLIO

CLASS A SHARES
--------------
For the Period
from
January 1, 1997 Year Ended Year Ended Period Ended
through December December 31, December 31,
June 30, 1997 31, 1996 1995 1994*
--------------- ------------- ------------- -------------
(Unaudited)
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.................................. $ 9.96 $ 10.13 $ 9.66 $ 10.00
------------- ------------- ------------- ------------
Income from investment operations:
Net investment income............................................... 0.29 0.58 0.59 0.38
Net realized and unrealized gains (losses) on securities
transactions.................................................... (0.03) (0.16) 0.47 (0.34)
------------- -------------- ------------- ------------
Net income from investment operations............................... 0.26 0.42 1.06 0.04
------------- -------------- ------------- ------------

Less dividends and distributions:
Dividends from net investment income................................ (0.29) (0.58) (0.59) (0.38)

Distributions in excess of net realized gains on securites
transactions.. (0.01) (0.01) - -
------------- -------------- ------------- ------------
Net change in net asset value......................................... (0.04) (0.17) 0.47 (0.34)
------------- -------------- ------------- ------------
Net Asset Value, End of Period........................................ $ 9.92 $ 9.96 $ 10.13 $ 9.66
------------- -------------- ------------- ------------
------------- -------------- ------------- ------------
Total Return (excluding sales charge)................................. 2.55%(a) 4.28% 11.20% 0.42%(a)
Ratios/Supplemental Data:
Net assets, end of period (000's)................................... $103,271 $ 98,197 $ 103,382 $ 93,189
Ratio of expenses to average net assets............................. 0.83%(b) 0.83% 0.87% 0.83%(b)
Ratio of net investment income to average net assets................ 5.90%(b) 5.84% 5.89% 5.27%(b)
Ratio of expenses to average net assets**........................... 1.08%(b) 1.08%(c) 1.12% 1.28%(b)
Ratio of net investment income to average net assets**.............. 5.65%(b) 5.59% 5.64% 4.82%(b)
Portfolio Turnover.................................................. 9% 51% 28% 6%
- ---------------
* For the period March 28, 1994 (commencement of operations) through December
31, 1994.

** During the period certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.

(a) Not annualized.

(b) Annualized.

(c) During the year ended December 31, 1996, the Portfolio received credits
from its custodian for interest earned on uninvested cash balances which
were used to offset custodian fees and expenses. If such credits had not
occurred, the expense ratio would have been as indicated. The ratio of
net investment income was not affected.
</TABLE>
<TABLE>
<CAPTION>

AMERISTAR CORE INCOME PORTFOLIO

Net Asset Value, Beginning of Period.................. $10.00 $ 10.00
------ -------
Income from investment operations:
Net investment income............................... 0.28 0.40
Net realized and unrealized (losses) on
securities transactions............................ (0.07) --
------- --------
Net income from investment operations............... 0.21 0.40
-------- --------
Less dividends and distributions:
Dividends from net investment income................ (0.28) (0.40)
-------- --------
Net change in net asset value......................... (0.07) --
-------- --------
Net Asset Value, End of Period........................ $ 9.93 $ 10.00
======== ========

Total Return (excluding sales charge)................. 2.14%(a) 1.12%(a)
Ratios/Supplemental Data:
Net assets, end of period (000's)................... $73,140 $38,815
Ratio of expenses to average net assets............. 0.87%(b) 1.13%(b)
Ratio of net investment income to average
net assets....................................... 5.75%(b) 5.37%(b)
Ratio of expenses to average net assets**............ 1.12%(b) 1.32%(b)(c)
Ratio of net investment income to average
net assets**...................................... 5.50%(b) 5.18%(b)
Portfolio Turnover.................................. 22% 65%

AMERISTAR TENNESSEE TAX EXEMPT BOND PORTFOLIO

CLASS A SHARES
--------------
For the
Period from
January 1, Year
1997 Ended Year Ended Period Ended
through December December 31, December 31,
June 30, 1997 31, 1996 1995 1994*
------------- --------- ------------ -------------
(Unaudited)
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.................................... $ 9.90 $ 10.19 $ 9.40 $ 10.00
--------- ---------- ------------- ------------
Income from investment operations:
Net investment income................................................. 0.20 0.42 0.45 0.34
Net realized and unrealized gains (losses) on securities
transactions............................................................ (0.05) (0.29) 0.79 (0.60)
--------- ---------- ------------- -------------
Net income (loss) from investment operations.......................... 0.15 0.13 1.24 (0.26)
--------- ---------- ------------- -------------
Less dividends and distributions:
Dividends from net investment operations................................ (0.20) (0.42) (0.45) (0.34)
--------- ----------- ------------- -------------
Net change in net asset value........................................... (0.05) (0.29) 0.79 (0.60)
--------- ----------- ------------- -------------
Net Asset Value, End of Period.......................................... $ 9.85 $ 9.90 $ 10.19 $ 9.40
--------- ------------ ------------- ------------
--------- ------------ ------------- ------------
Total Return (excluding sales charge)................................... 1.57%(a) 1.39% 13.40% (2.63)%(a)
Ratios/Supplemental Data:
Net assets, end of period (000's)...................................... $102,322 $ 88,044 $ 94,143 $ 86,127
Ratio of expenses to average net assets............................... 0.83%(b) 0.86% 0.87% 0.82%(b)
Ratio of net investment income to average net assets.................. 4.18%(b) 4.29% 4.52% 4.61%(b)
Ratio of expenses to average net assets**............................. 1.08%(b) 1.11%(c) 1.12% 1.18%(b)
Ratio of net investment income to average net assets**................ 3.93%(b) 4.04% 4.27% 4.25%(b)
Portfolio Turnover.................................................... 139% 219% 188% 41%
- ---------------
* For the period March 28, 1994 (commencement of operations) through December
31, 1994.

** During the period certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.

(a) Not annualized.

(b) Annualized.

(c) During the year ended December 31, 1996, the Portfolio received credits
from its custodian for interest earned on uninvested cash balances
which were used to offset custodian fees and expenses. If such credits had
not occurred, the expense ratio would have been as indicated. The ratio of
net investment income was not affected.
</TABLE>

AMERISTAR DIVIDEND GROWTH PORTFOLIO

CLASS A SHARES
---------------
For the Period
from February
28, 1997 through
JUNE 30, 1997*
(Unaudited)
Net Asset Value, Beginning of Period .............................. $10.00
------
Income from investment operations:
Net investment income............................................ 0.07
Net realized and unrealized gains on
securities transactions........................................ 1.00
----
Net income from investment
operations..................................................... 1.07
----
Less dividends and distributions:
Dividends from net investment income............................. (0.07)
------
Net change in net asset value...................................... 1.00
----
Net Asset Value, End of Period..................................... $11.00
======

Total Return (excluding sales charge) ............................. 10.78%(a)
Ratios/Supplemental Data:
Net assets, end of period (000's) ............................... $61,031
Ratio of expenses to average net assets.......................... 1.04%(b)
Ratio of net investment income to average
net assets..................................................... 2.13%(b)
Ratio of expenses to average net
assets**....................................................... 1.30%(b)
Ratio of net investment income to average
net assets**................................................... 1.87%(b)
Portfolio Turnover............................................... 36%
Average commission rate paid (c) ................................ $0.0979

- -------------
* Period from commencement of operations.
** During the period certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.

(a) Not annualized.
(b) Annualized.
(c) Represents the total dollar amount of commissions paid on portfolio
transactions divided by total number of portfolio shares purchased and
sold for which commissions were charged.

AMERISTAR LIMITED DURATION TENNESSEE TAX FREE PORTFOLIO

CLASS A SHARES
--------------
For the Period
from February
28, 1997 through
JUNE 30, 1997*
(Unaudited)

Net Asset Value, Beginning of Period........................ $10.00
------
Income from investment operations:
Net investment income..................................... 0.11
Net realized and unrealized losses on
securities transactions................................. (0.05)
------
Net income from investment
operations............................................. 0.08
----
Less dividends and distributions:
Dividends from net investment income...................... (0.11)
------
Net change in net asset value............................... (0.05)
------
Net Asset Value, End of Period.............................. $ 9.95
======

Total Return (excluding sales charge) ...................... 0.59%(a)
Ratios/Supplemental Data:
Net assets, end of period (000's) ........................ $22,730
Ratio of expenses to average net assets................... 1.09%(b)
Ratio of net investment income to average
net assets.............................................. 3.29%(b)
Ratio of expenses to average net
assets**................................................ 1.57%(b)
Ratio of net investment income to average
net assets**............................................ 2.75%(b)
Portfolio Turnover........................................ 64%

(a) Not annualized.
(b) Annualized.

AMERISTAR LIMITED DURATION U.S. GOVERNMENT PORTFOLIO

CLASS A SHARES
--------------
For the Period
from February
28, 1997 through
JUNE 30, 1997*
(Unaudited)

Net Asset Value, Beginning of Period........................ $10.00
------
Income from investment operations:
Net investment income..................................... 0.16
Net realized and unrealized gains on
securities transactions................................. 0.01
-----
Net income from investment
operations............................................. 0.17
----
Less dividends and distributions:
Dividends from net investment income...................... (0.16)
------
Net change in net asset value............................... 0.01
----
Net Asset Value, End of Period.............................. $10.01
======

Total Return (excluding sales charge)....................... 1.67%(a)
Ratios/Supplemental Data:
Net assets, end of period (000's)......................... $19,502
Ratio of expenses to average net assets................... 1.06%(b)
Ratio of net investment income to average
net assets.............................................. 5.19%(b)
Ratio of expenses to average net
assets**............................................... 1.62%(b)
Ratio of net investment income to average
net assets**............................................ 4.63%(b)
Portfolio Turnover........................................ 13%

(a) Not annualized.
(b) Annualized.

Further information about performance for Class A Shares of each Portfolio
(other than the Dividend Growth Portfolio, Limited Duration U.S. Government
Portfolio and Limited Duration Tennessee Tax Free Portfolio which have not
completed their first fiscal year) is contained in the Portfolios' annual
report, which may be obtained without charge by writing to the address or
calling the number set forth on the cover page of this Prospectus.

DESCRIPTION OF THE PORTFOLIOS

Investment Objectives

Each Portfolio's investment objective is set forth on the cover page of
this Prospectus. The differences in objectives and policies among the Portfolios
determine the types of securities in which each Portfolio invests and can be
expected to affect the degree of risk to which each Portfolio is subject and
each Portfolio's yield or return. Each Portfolio's investment objective cannot
be changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Portfolio's
outstanding voting shares. There can be no assurance that each Portfolio's
investment objective will be achieved.

Management Policies

Capital Growth Portfolio--The Capital Growth Portfolio will invest
primarily in the equity securities of domestic issuers. The Capital Growth
Portfolio, under normal circumstances, will invest primarily in securities of
companies with relatively large capitalizations (generally greater than $500
million) that the Adviser believes offer opportunities for capital appreciation
and growth of earnings. The equity securities in which the Portfolio may invest
consist of common stocks, preferred stocks and convertible securities, including
those in the form of American Depositary Receipts and Standard & Poor's
Depositary Receipts, as well as warrants to purchase such securities. The
Portfolio also may invest in debt securities of domestic and foreign issuers
when the Adviser believes that such securities offer opportunities on capital
growth. The Portfolio may invest up to 10% of the value of its total assets in
foreign securities which are not publicly traded in the United States. See
"Appendix--Portfolio Securities."

At least 65% of the value of the Capital Growth Portfolio's total assets
invested in debt securities must consist of debt securities which are rated no
lower than Baa by Moody's Investors Service, Inc. ("Moody's") or BBB by Standard
& Poor's Ratings Group ("S&P"), Fitch Investors Service, L.P. ("Fitch") or Duff
& Phelps Credit Rating Co. ("Duff") or, if unrated, deemed to be of comparable
quality by the Adviser. The remainder of such assets may be invested in debt
securities which are rated no lower than Ba by Moody's and BB by S&P, Fitch and
Duff or, if unrated, deemed to be of comparable quality by the Adviser. Debt
securities rated Ba by Moody's and BB by S&P, Fitch and Duff are considered
speculative grade debt and the payment of principal and interest may be affected
at any time by adverse economic changes. See "Investment Considerations and Risk
Factors--Lower Rated Securities" below, and "Appendix" in the Statement of
Additional Information.

The Capital Growth Portfolio may invest, in anticipation of otherwise
investing cash positions, in money market instruments of the type described
under "Appendix--Portfolio Securities--Money Market Instruments." Under normal
market conditions, the Portfolio does not expect to have a substantial portion
of its assets invested in money market instruments. However, when the Adviser
determines that adverse market conditions exist, the Portfolio may adopt a
temporary defensive posture and invest entirely in money market instruments.

The Capital Growth Portfolio also may engage in various investment
techniques such as options and futures transactions and lending portfolio
securities, each of which involves risk. For a discussion of these investment
techniques and their related risks, see "Investment Considerations and Risk
Factors" below, and "Appendix--Investment Techniques." The Portfolio also may
invest, to a limited extent, in securities issued by other investment companies
which principally invest in securities of the type in which the Portfolio
invests.

Dividend Growth Portfolio--The Dividend Growth Portfolio will invest
primarily in the equity securities of domestic issuers which are expected to
provide reasonable income and which may have capital appreciation potential. The
Dividend Growth Portfolio will invest at least 65% of the value of its total
assets (except when maintaining a temporary defensive position) in
dividend-paying equity securities of issuers that the Adviser believes have the
capacity to increase dividend payments in the future. Equity securities include
common stocks, preferred stocks and securities that are convertible into common
stocks. The Portfolio will invest in the equity securities of issuers believed
by the Adviser to be financially sound and which pay above-average dividends.
The Adviser intends to take into account factors, including price-earnings
ratios, cash flow and relationship of asset value to market price of the
securities. Investments may be made in securities of companies of any size
depending on the relative attractiveness of the company and the economic sector
in which it operates. The Adviser anticipates investing approximately 25% of the
Dividend Growth Portfolio's total assets in convertible securities and preferred
stock. In all other respects, the Dividend Growth Portfolio's management
policies are identical to those of the Capital Growth Portfolio.

Limited Duration Income Portfolio--The Limited Duration Income Portfolio
invests at least 65% of the value of its total assets (except when maintaining a
temporary defensive position) in bonds, debentures and other debt instruments.
The Portfolio invests in a broad range of investment grade, U.S. dollar
denominated fixed-income securities of domestic and foreign issuers. These debt
securities include bonds, debentures, notes, money market instruments (including
foreign bank obligations, such as time deposits, certificates of deposit and
bankers' acceptances, commercial paper and other short-term corporate debt
obligations, and repurchase agreements), mortgage-related securities (including
interest-only and principal-only stripped mortgage-backed securities),
asset-backed securities, municipal obligations and convertible debt obligations.
The issuers may include foreign corporations, partnerships, trusts or similar
entities, and governments or their political subdivisions, agencies or
instrumentalities. Under normal market conditions, the Limited Duration Income
Portfolio will invest in a portfolio of securities that has a duration of under
four years.

The maturity of any single instrument held by the Limited Duration Income
Portfolio is not limited. The duration of the Portfolio, however, under normal
circumstances, will not exceed four years. The Adviser will seek to maintain a
duration ranging between one year and four years depending upon market
conditions. Under normal circumstances, the dollar-weighted average life of the
Portfolio's investment securities will be longer than one year and less than
five years. As a measure of a fixed-income security's cash flow, duration is an
alternative to the concept of "term to maturity" in assessing the price
volatility associated with changes in interest rates. Generally, the longer the
duration, the more volatility an investor should expect. For example, the market
price of a bond with a duration of two years would be expected to decline 2% if
interest rates rose 1%. Conversely, the market price of the same bond would be
expected to increase 2% if interest rates fell 1%. The market price of a bond
with a duration of four years would be expected to increase or decline twice as
much as the market price of a bond with a two-year duration. Duration is a way
of measuring a security's maturity in terms of the average time required to
receive the present value of all interest and principal payments as opposed to
its term to maturity. The maturity of a security measures only the time until
final payment is due; it does not take account of the pattern of a security's
cash flows over time, which would include how cash flow is affected by
prepayments and by changes in interest rates. Incorporating a security's yield,
coupon interest payments, final maturity and option features into one measure,
duration is computed by determining the weighted average maturity of a bond's
cash flows, where the present values of the cash flows serve as weights. In
computing the duration of the Limited Duration Income Portfolio, the Adviser
will estimate the duration of obligations that are subject to prepayment or
redemption by the issuer, taking into account the influence of interest rates on
prepayments and coupon flows. This method of computing duration is known as
option-adjusted duration.

The securities in which the Limited Duration Income Portfolio will invest
will consist only of those which, at the time of purchase, are rated no lower
than Baa by Moody's or BBB by S&P, Fitch or Duff, or, if unrated, deemed to be
of comparable quality by the Adviser. Obligations rated BBB by S&P and Fitch and
Baa by Moody's are considered investment grade obligations; those rated BBB by
S&P and Fitch are regarded as having an adequate capacity to pay principal and
interest, while those rated Baa by Moody's are considered medium grade
obligations which lack outstanding investment characteristics and have
speculative characteristics. See "Investment Considerations and Risk
Factors--Fixed-Income Securities" below, and "Appendix" in the Statement of
Additional Information.

When management believes it advisable for temporary defensive purposes, the
Portfolio may invest in the U.S. dollar denominated money market instruments of
the type described under "Appendix--Portfolio Securities--Money Market
Instruments."

The Limited Duration Income Portfolio also may lend securities from its
portfolio as described under "Appendix--Investment Techniques--Lending Portfolio
Securities." The Limited Duration Income Portfolio also may invest, to a limited
extent, in securities issued by other investment companies which principally
invest in securities of the type in which the Portfolio invests.

Core Income Portfolio--The Core Income Portfolio's management policies are
identical to those of the Limited Duration Income Portfolio, except that, under
normal market conditions, the Core Income Portfolio will invest in a portfolio
of securities that has an effective duration of 50% to 150% of that of the
Merrill Lynch Corporate Government Master Index. For a discussion of duration,
see "Limited Duration Income Portfolio" above.

The Merrill Lynch Corporate Government Master Index is comprised of
government and investment grade corporate fixed-rate couponbearing securities
with an outstanding par value of $25 million or more, with maturities equal to
or greater than one year. As of June 30, 1997, the securities comprising the
Merrill Lynch Corporate Government Master Index had an effective duration of
approximately 5.017 years.

Tennessee Tax Exempt Bond Portfolio--The Tennessee Tax Exempt Bond
Portfolio will invest, as a fundamental policy, at least 80% of the value of its
net assets (except when maintaining a temporary defensive position) in Municipal
Obligations. Under normal circumstances, at least 65% of the value of the
Portfolio's total assets will be invested in bonds, debentures, and other debt
securities of the State of Tennessee, its political subdivisions, authorities
and corporations, the interest from which is, in the opinion of bond counsel to
the issuer, exempt from Federal and Tennessee personal income taxes
(collectively, "Tennessee Municipal Obligations"). The remainder of the
Portfolio's assets may be invested in securities that are not Tennessee
Municipal Obligations and therefore may be subject to Tennessee income tax. See
"Investment Considerations and Risk Factors-- Investing in Tennessee Municipal
Obligations" below, and "Dividends, Distributions and Taxes." The Portfolio
intends to invest in such securities when their return to investors, taking into
account applicable Tennessee income taxes, would be greater than comparably
rated Tennessee Municipal Obligations. In addition, to the extent acceptable
Tennessee Municipal Obligations are at any time unavailable for investment by
the Portfolio, the Portfolio will invest temporarily in other debt securities
the interest from which is, in the opinion of bond counsel to the issuer, exempt
from Federal income tax ("Municipal Obligations"). See "Investment
Considerations and Risk Factors--Investing in Municipal Obligations" below, and
"Appendix--Portfolio Securities--Municipal Obligations."

The average dollar-weighted credit rating of the Municipal Obligations held
by the Tennessee Tax Exempt Bond Portfolio will be at least A- by Moody's, S&P
or Fitch. To further limit risk, each Municipal Obligation in which the
Portfolio may invest must be rated, in the case of bonds, at least Baa by
Moody's or at least BBB by S&P or Fitch. The Portfolio may invest in short-term
Municipal Obligations which are rated in the two highest rating categories by

Moody's, S&P or Fitch. Municipal Obligations rated Baa by Moody's or BBB by
S&P or Fitch are considered investment grade obligations which lack outstanding
investment characteristics and may have speculative characteristics as well. The
average dollar-weighted portfolio credit rating will be measured on the basis of
the dollar value of the Municipal Obligations purchased and their credit rating
without reference to rating subcategories. The Tennessee Tax Exempt Bond
Portfolio will not invest in Municipal Obligations that are unrated and no more
than 5% of its total assets will consist of Municipal Obligations which, after
purchase by the Portfolio, have become unrated. See "Investment Considerations
and Risk Factors--Fixed- Income Securities" below, and "Appendix" in the
Statement of Additional Information.

The Portfolio may invest no more than 10% of the value of its total assets
in industrial development bonds which, although issued by industrial development
authorities, may be backed only by the assets and revenues of the
non-governmental users. Interest on Municipal Obligations (including certain
industrial development bonds) which are specified private activity bonds, as
defined in the Internal Revenue Code of 1986, as amended (the "Code"), issued
after August 7, 1986, while exempt from Federal income tax, is a preference item
for the purpose of the alternative minimum tax. Where a regulated investment
company receives such interest, a proportionate share of any exempt-interest
dividend paid by the investment company may be treated as such a preference item
to shareholders. The Tennessee Tax Exempt Bond Portfolio will invest no more
than 10% of the value of its net assets in Municipal Obligations the interest
from which gives rise to a preference item for the purpose of the alternative
minimum tax. The Tennessee Tax Exempt Bond Portfolio will invest in the
aggregate, except for temporary defensive purposes, no more than 20% of the
value of its net assets in securities subject to Federal income tax.

The Tennessee Tax Exempt Bond Portfolio may purchase tender option bonds
and similar securities. A tender option bond is a Municipal Obligation
(generally held pursuant to a custodial arrangement) having a relatively long
maturity and bearing interest at a fixed rate, that has been coupled with the
agreement of a third party which grants the security holder the option, at
periodic intervals, to tender the Municipal Obligation to the third party and
receive the face value thereof. See "Appendix--Portfolio Securities--Tender
Option Bonds."

From time to time, on a temporary basis other than for temporary defensive
purposes (but not to exceed 20% of the value of the Portfolio's net assets) or
for temporary defensive purposes, the Portfolio may invest in taxable money
market instruments having, at the time of purchase, a quality rating in the two
highest grades of Moody's, S&P or Fitch or, if unrated, deemed to be of
comparable quality by the Adviser. Dividends paid by the Portfolio that are
attributable to income earned by it from these securities will be taxable to
investors. See "Dividends, Distributions and Taxes." Except for temporary
defensive purposes, at no time will more than 20% of the value of the
Portfolio's net assets be invested in taxable money market instruments and
Municipal Obligations the interest from which gives rise to a preference for the
purpose of the alternative minimum tax. When the Portfolio has adopted a
temporary defensive position, including when acceptable Tennessee Municipal
Obligations are unavailable for investment by the Portfolio, in excess of 35% of
the Portfolio's total assets may be invested in securities that are not exempt
from Tennessee State income tax. Under normal market conditions, the Fund
anticipates that not more than 5% of the value of the Portfolio's total assets
will be invested in any one category of these securities. Money market
instruments are more fully described under the "Appendix--Portfolio
Securities--Money Market Instruments."

The Tennessee Tax Exempt Bond Portfolio also may engage in various
investment techniques such as options and futures transactions and lending
portfolio securities, each of which involves risk and may give rise to taxable
income. For a discussion of these investment techniques and their related risks,
see "Investment Considerations and Risk Factors" below, and
"Appendix--Investment Techniques." The Tennessee Tax Exempt Bond Portfolio also
may invest, to a limited extent, in securities issued by other investment
companies which principally invest in securities of the type in which the
Tennessee Tax Exempt Bond Portfolio invests.

Limited Duration Tennessee Tax Free Portfolio--The Limited Duration
Tennessee Tax Free Portfolio's management policies are identical to those of the
Tennessee Tax Exempt Bond Portfolio, except that, under normal market
conditions, the Limited Duration Tennessee Tax Free Portfolio will invest
primarily in a portfolio of investment grade Tennessee Municipal Obligations
that has a duration of under five years and an effective average portfolio
maturity ranging between three and five years. For a discussion of duration, see
"Limited Duration Income Portfolio" above.

For purposes of calculating average effective portfolio maturity, a
security that is subject to redemption at the option of the issuer on a
particular date (the "call date") which is prior to the security's stated
maturity may be deemed to mature on the call date rather than on its stated
maturity date. The call date of a security will be used to calculate average
effective portfolio maturity when the Adviser reasonably anticipates, based upon
information available to it, that the issuer will exercise its right to redeem
the security. The Adviser may base its conclusion on such factors as the
interest rate paid on the security compared to prevailing market rates, the
amount of cash available to the issuer of the security, events affecting the
issuer of the security, and other factors that may compel or make it
advantageous for the issuer to redeem a security prior to its stated maturity.

Limited Duration U.S. Government Portfolio--The Limited Duration U.S.
Government Portfolio will invest in securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities and repurchase agreements in
respect of such securities. See "Appendix--Portfolio Securities." Under normal
market conditions, the Limited Duration U.S. Government Portfolio will invest
primarily in a portfolio of U.S. Government securities that has an effective
duration that approximates that of the Merrill Lynch Government 1 to 5 Year Bond
Index. The Adviser will seek to maintain a duration ranging between one year and
four years depending on market conditions. Under normal circumstances, the
dollar-weighted average life of the Portfolio's investment securities will be
longer than one year and less than five years. For a discussion of duration, see
"Limited Duration Income Portfolio" above.

The Merrill Lynch Government 1 to 5 Year Bond Index is comprised of U.S.
Government securities with maturities equal to or greater than one year. As of
June 30, 1997, the securities comprising the Merrill Lynch Government 1 to 5
Year Bond Index had an effective duration of approximately 2.21 years.

The Limited Duration U.S. Government Portfolio also may lend securities
from its portfolio as described under "Appendix--Investment Techniques--Lending
Portfolio Securities." The Portfolio also may invest, to a limited extent, in
securities issued by other investment companies which principally invest in
securities of the type in which the Portfolio invests.

Investment Considerations and Risk Factors

General--Since each Portfolio will pursue different types of investments,
the risks of investing will vary depending on the Portfolio selected for
investment. Before selecting a Portfolio in which to invest, the investor should
assess the risks associated with the types of investments made by the Portfolio.
The net asset value per share of each Portfolio is not fixed and should be
expected to fluctuate. Investors should consider each Portfolio as a supplement
to an overall investment program and should invest only if they are willing to
undertake the risks involved.

Investment Techniques--Each Portfolio may engage in various investment
techniques the use of which involves risk. Investors in the Tennessee Tax Exempt
Bond Portfolio and Limited Duration Tennessee Tax Free Portfolio should be aware
that the use of these techniques may give rise to taxable income. See
"Appendix--Investment Techniques." Using these techniques may produce higher
than normal portfolio turnover for a Portfolio and may affect the degree to
which its net asset value fluctuates.

Portfolio turnover may vary from year to year, as well as within a year.
Under normal market conditions, the portfolio turnover rate of each Portfolio
generally will not exceed 100%. Higher portfolio turnover rates are likely to
result in comparatively greater brokerage commissions or transaction costs.

Equity Securities--(Capital Growth Portfolio and Dividend Growth Portfolio)
Equity securities fluctuate in value, often based on factors unrelated to the
value of the issuer of the securities, and such fluctuations can be pronounced.
Changes in the value of investment securities will result in changes in the
value of the Portfolio's shares and thus its total return to investors.

Fixed-Income Securities--(All Portfolios) Even though interest-bearing
securities are investments which promise a stable stream of income, the prices
of such securities are inversely affected by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations.

The values of fixed-income securities also may be affected by changes in
the credit rating or financial condition of the issuing entities. Once the
rating of a security purchased by a Portfolio has been adversely changed, such
Portfolio will consider all circumstances deemed relevant in determining whether
to continue to hold the security. With respect to the Limited Duration Income
Portfolio and Core Income Portfolio, not more than 10% of the value of either
Portfolio's total assets may consist of securities which have been downgraded
below investment grade by Moody's, S&P and Fitch. Certain securities purchased
by a Portfolio, such as those rated Baa by Moody's and BBB by S&P, Fitch and
Duff, may be subject to such risk with respect to the issuing entity and to
greater market fluctuations than certain lower yielding, higher rated
fixed-income securities. See "Appendix--Portfolio Securities--Ratings" below,
and "Appendix" in the Statement of Additional Information.

Mortgage-related securities in which the Capital Growth Portfolio, Dividend
Growth Portfolio, Limited Duration Income Portfolio and Core Income Portfolio
may invest are complex derivative instruments, subject to both credit and
prepayment risk, and may be more volatile and less liquid than more traditional
debt securities. Some mortgage-related securities have structures that make
their reactions to interest rate changes and other factors difficult to predict,
making their value highly volatile. No assurance can be given as to the
liquidity of the market for certain mortgage-backed securities, such as
collateralized mortgage obligations and stripped mortgage-backed securities.
Determination as to the liquidity of interest-only and principal-only fixed
mortgage-backed securities issued by the U.S. Government or its agencies and
instrumentalities will be made in accordance with guidelines established by the
Fund's Board of Directors. In accordance with such guidelines, the Adviser will
monitor investments in such securities with particular regard to trading
activity, availability of reliable price information and other relevant
information. The Fund intends to treat other stripped mortgage-backed securities
as illiquid securities. See "Appendix--Portfolio Securities--Mortgage-Related
Securities" and "--Illiquid Securities."

Federal income tax law requires the holder of a zero coupon security or of
certain pay-in-kind bonds to accrue income with respect to these securities
prior to the receipt of cash payments. A Portfolio investing in such securities
may be required to distribute such income accrued with respect to these
securities and may have to dispose of portfolio securities under disadvantageous
circumstances in order to generate cash to satisfy these distribution
requirements.

Investing in Municipal Obligations--(Tennessee Tax Exempt Bond Portfolio
and Limited Duration Tennessee Tax Free Portfolio) Each of these Portfolios may
invest more than 25% of the value of its total assets in Municipal Obligations
which are related in such a way that an economic, business or political
development or change affecting one such security also would affect the other
securities; for example, securities the interest upon which is paid from
revenues of similar types of projects. As a result, each of these Portfolios may
be subject to greater risk as compared to a fund that does not follow this
practice.

Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase the
cost of the Municipal Obligations available for purchase by the Tennessee Tax
Exempt Bond Portfolio and Limited Duration Tennessee Tax Free Portfolio and thus
reduce their available yield. Investors should consult their tax advisers
concerning the effect of these provisions on an investment in the Tennessee Tax
Exempt Bond Portfolio and Limited Duration Tennessee Tax Free Portfolio.
Proposals that may restrict or eliminate the income tax exemption for interest
on Municipal Obligations may be introduced in the future. If any such proposal
were enacted that would reduce the availability of Municipal Obligations for
investment by the Tennessee Tax Exempt Bond Portfolio and Limited Duration
Tennessee Tax Free Portfolio so as to adversely affect their shareholders, the
Fund would reevaluate such Portfolios' investment objective and policies and
submit possible changes in the Portfolios' structure to shareholders for their
consideration. If legislation were enacted that would treat a type of Municipal
Obligation as taxable, the Tennessee Tax Exempt Bond Portfolio and Limited
Duration Tennessee Tax Free Portfolio would treat such security as a permissible
taxable investment within the applicable limits set forth herein.

Investing in Tennessee Municipal Obligations-- (Tennessee Tax Exempt Bond
Portfolio and Limited Duration Tennessee Tax Free Portfolio) Investors in the
Tennessee Tax Exempt Bond Portfolio and Limited Duration Tennessee Tax Free
Portfolio should consider carefully the special risks inherent in the
Portfolios' investment in Tennessee Municipal Obligations. These risks result
from the financial condition of the State of Tennessee. Tennessee has
historically had a sound financial position. The State, however, encountered
budgetary problems during the 1995 fiscal year requiring supplemental
appropriations and the use of one-time reserves to close an estimated $250
million deficit caused by cost overruns in several major programs. Due
principally to inaccurate funding assumptions with respect to the TennCare
program, the State's program to replace Medicaid, the State completed its fiscal
year ended June 30, 1995 with an estimated budget deficit of $125 million.
Investors in the Tennessee Tax Exempt Bond Portfolio or Limited Duration
Tennessee Tax Free Portfolio should obtain and review a copy of the Portfolios'
Statement of Additional Information which sets forth other considerations.

Investing in Foreign Securities--(Capital Growth Portfolio, Dividend Growth
Portfolio, Limited Duration Income Portfolio and Core Income Portfolio) Foreign
securities markets generally are not as developed or efficient as those in the
United States. Securities of some foreign issuers are less liquid and more
volatile than securities of comparable U.S. issuers. Similarly, volume and
liquidity in most foreign securities markets are less than in the United States
and, at times, volatility of price can be greater than in the United States.

Because evidences of ownership of such securities usually are held outside
the United States, a Portfolio's investment in foreign securities will be
subject to additional risks which include possible adverse political and
economic developments, seizure or nationalization of foreign deposits and
adoption of governmental restrictions that might adversely affect or restrict
the payment of principal, interest and dividends on the foreign securities to
investors located outside the country of the issuers, whether from currency
blockage or otherwise.

Since foreign securities may be purchased by the Capital Growth Portfolio
and Dividend Growth Portfolio with and be payable in currencies of foreign
countries, the value of these assets as measured in U.S. dollars may be affected
favorably or unfavorably by changes in currency rates and exchange control
regulations. Some currency exchange costs may be incurred when the Portfolio
changes investments from one country to another.

Use of Derivatives--Each Portfolio may invest in derivatives
("Derivatives"). These are financial instruments which derive their performance,
at least in part, from the performance of an underlying asset, index or interest
rate. The Derivatives a Portfolio may use include, with respect to the Capital
Growth Portfolio, Dividend Growth Portfolio, Tennessee Tax Exempt Bond Portfolio
and Limited Duration Tennessee Tax Free Portfolio, options and futures, and,
with respect to the Capital Growth Portfolio, Dividend Growth Portfolio, Limited
Duration Income Portfolio and Core Income Portfolio, mortgage-related securities
and asset-backed securities. While Derivatives can be used effectively in
furtherance of the Portfolio's investment objective, under certain market
conditions, they can increase the volatility of the Portfolio's net asset value,
decrease the liquidity of the Portfolio's investments and make more difficult
the accurate pricing of the Portfolio's investments.

Lower Rated Securities--(Capital Growth Portfolio and Dividend Growth
Portfolio) The Capital Growth Portfolio and Dividend Growth Portfolio may
invest, to a limited extent, in higher yielding (and, therefore, higher risk)
debt securities rated Ba by Moody's or BB by S&P, Fitch or Duff (commonly known
as junk bonds). They may be subject to certain risks with respect to the issuing
entity and to greater market fluctuations than certain lower yielding, higher
rated fixed-income securities. The retail secondary market for these securities
may be less liquid than that of higher rated securities; adverse conditions
could make it difficult at times for the Portfolio to sell certain securities or
could result in lower prices than those used in calculating the Portfolio's net
asset value. See "Appendix--Portfolio Securities--Ratings."

Non-Diversified Status--The classification of each Portfolio as a
"non-diversified" investment company means that the proportion of a Portfolio's
assets that may be invested in the securities of a single issuer is not limited
by the 1940 Act. A "diversified" investment company is required by the 1940 Act
generally, with respect to 75% of its total assets, to invest not more than 5%
of such assets in the securities of a single issuer. Since a relatively high
percentage of each Portfolio's assets may be invested in the securities of a
limited number of issuers, some of which may be within the same industry, the
Portfolio's investments may be more sensitive to changes in the market value of
a single issuer or industry. However, to meet Federal tax requirements, at the
close of each quarter no Portfolio may have more than 25% of its total assets
invested in any one issuer and, with respect to 50% of total assets, more than
5% of its total assets invested in any one issuer. These limitations do not
apply to U.S. Government securities or the securities of other regulated
investment companies.

Simultaneous Investments--Investment decisions for each Portfolio are made
independently from those of the other investment companies, investment advisory
accounts, custodial accounts, individual trust accounts and commingled funds
that may be advised by the Adviser. However, if such other investment companies
or managed accounts desire to invest in, or dispose of, the same securities as
the Portfolio, available investments or opportunities for sales will be
allocated equitably to each of them. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by a Portfolio or
the price paid or received by a Portfolio.

MANAGEMENT OF THE PORTFOLIOS

Board of Directors

The business affairs of the Fund are managed under the general supervision
of its Board of Directors. The Statement of Additional Information contains the
name and general business experience of each Director.

Investment Adviser

First American National Bank, located at First American Center, 315
Deaderick Street, Nashville, Tennessee 37237, serves as each Portfolio's
investment adviser. The Adviser is a wholly-owned subsidiary of First American
Corporation, a registered bank holding company having assets as of December 31,
1996 of approximately $10.4 billion. First American National Bank provides
personal trust, estate, employee benefit trust, corporate trust and custody
services to over 3,000 individual and business clients and investment advisory
services. The Adviser, and its affiliates, as of December 31, 1996, had
approximately $5 billion under trust and approximately $3 billion under
management.

The Adviser and its affiliates deal, trade and invest for their own
accounts and for the accounts of clients which they manage in the types of
securities in which the Portfolios may invest and may have deposit, loan and
commercial banking relationships with the issuers of securities purchased by a
Portfolio. The Adviser has informed the Fund that in making its investment
decisions it does not obtain or use material inside information in its or its
affiliates' possession.

The Adviser supervises and assists in the overall management of each
Portfolio's affairs under an Investment Advisory Agreement between the Adviser
and the Fund, subject to the authority of the Fund's Board of Directors in
accordance with Maryland law. The primary portfolio manager for each Portfolio
is as follows: for the Capital Growth Portfolio, Charles E. Winger, Jr., who has
been a Trust Officer of the Adviser since 1988; for the Dividend Growth
Portfolio, Jay D. Baumgardner, who has been a portfolio manager with the Adviser
since April 1995, and Robert A. Rinner, who has been a portfolio manager with
the Adviser since April 1996. Prior thereto, Mr. Baumgardner was a financial
consultant with Smith Barney, Inc. and Mr. Rinner was a portfolio manager with
Royal Insurance Co.; for the Limited Duration U.S. Government Portfolio, Limited
Duration Income Portfolio and Core Income Portfolio, Donald F. Turk, who has
been a Trust Officer of the Adviser since 1980; and for the Tennessee Tax Exempt
Bond Portfolio and Limited Duration Tennessee Tax Free Portfolio, Sharon S.
Brown, who has been a Trust Officer of the Adviser since 1988. The Adviser also
provides research services for the Portfolios through a professional staff of
portfolio managers and securities analysts. All activities of the Adviser are
conducted by persons who are also officers of one or more of the Adviser's
affiliates.

Under the terms of the Investment Advisory Agreement, the Fund has agreed
to pay the Adviser a monthly fee at the annual rate set forth below as a
percentage of the relevant Portfolio's average daily net assets. For the fiscal
year ended December 31, 1996, each then-operational Portfolio paid the Adviser
the advisory fee set forth below.

Name of Portfolio Annual Rate of Investment
Advisory Fee Payable

Capital Growth .65%
Dividend Growth .65%
Limited Duration U.S.
Government .50%
Limited Duration Income .50%
Limited Duration Tennessee
Tax Free .50%
Core Income .50%
Tennessee Tax Exempt Bond .50%

From time to time, the Adviser may waive receipt of its fees and/or
voluntarily assume certain expenses of a Portfolio, which would have the effect
of lowering the overall expense ratio of that Portfolio and increasing yield to
its investors. The Portfolio will not pay the Adviser at a later time for any
amounts it may waive, nor will the Portfolio reimburse the Adviser for any
amounts it may assume.

Administrator and Distributor

BISYS Fund Services Limited Partnership, located at 3435 Stelzer Road,
Columbus, Ohio 43219-3035, serves as each Portfolio's administrator and
distributor. BISYS currently provides administrative services or
sub-administrative services to, and distributes the shares of, other investment
companies with over $80 billion in assets. BISYS is a wholly-owned subsidiary of
The BISYS Group, Inc.

Under its Administration Agreement with the Fund, BISYS generally assists
in all aspects of the Fund's operations, other than providing investment advice,
subject to the overall authority of the Fund's Board of Directors in accordance
with Maryland law. In connection therewith, BISYS provides the Fund with office
facilities, personnel, and certain clerical and bookkeeping services (e.g.,
preparation of reports to shareholders and the Securities and Exchange
Commission and filing of Federal, state and local income tax returns) that are
not being furnished by The Bank of New York, the Fund's Custodian.

Under the terms of the Administration Agreement, the Fund has agreed to pay
BISYS a monthly fee at the annual rate of .15 of 1% of the value of each
Portfolio's average daily net assets. For the fiscal year ended December 31,
1996, each then-operational Portfolio paid BISYS an administration fee at said
annual rate.

BISYS, as distributor, makes a continuous offering of each Portfolio's
shares and bears the costs and expenses of printing and distributing to
prospective investors copies of any prospectuses, statements of additional
information and annual and interim reports of each Portfolio (after such items
have been prepared and set in type by the Fund) which are used in connection
with the offering of shares, and the costs and expenses of preparing, printing
and distributing any other literature used by BISYS in connection with the
offering of such Portfolio's shares for sale to the public.

Distribution Plan

Under a plan adopted by the Fund's Board of Directors pursuant to Rule
12b-1 under the 1940 Act (the "Distribution Plan"), each Portfolio pays BISYS
for advertising, marketing and distributing Class B Shares at an annual rate of
.75 of 1% of the value of the average daily net assets represented by Class B
Shares. Under the Distribution Plan, BISYS may make payments to certain
financial institutions, securities dealers and other industry professionals that
have entered into agreements with BISYS ("Service Organizations") in respect of
these services. BISYS determines the amounts to be paid to Service
Organizations. Service Organizations receive such fees in respect of the average
daily value of Class B Shares owned by their clients. From time to time, BISYS
may defer or waive receipt of fees under the Distribution Plan while retaining
the ability to be paid by the Fund under the Distribution Plan thereafter. The
fees payable to BISYS under the Distribution Plan for advertising, marketing and
distributing Class B Shares are payable without regard to actual expenses
incurred.

SHAREHOLDER SERVICE PLAN

Under a shareholder services plan adopted by the Fund's Board of Directors
(the "Shareholder Services Plan"), each Portfolio pays BISYS for the provision
of certain services to the holders of Class B Shares at an annual rate of .25 of
1% of the value of the average daily net assets represented by Class B Shares.
The services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding a Portfolio and
providing reports and other information, and services related to the maintenance
of such shareholder accounts. The fee payable for such services in intended to
be a "service fee" as defined in the NASD Conduct Rules. Under the Shareholder
Services Plan, BISYS may make payments to certain Service Organizations in
respect of these services. BISYS determines the amounts to be paid to Service
Organizations, Service Organizations receive such fees in respect of the average
daily value of Class B Shares owned by their clients. From time to time, BISYS
may defer or waive receipt of fees under the Shareholder Services Plan while
retaining the ability to be paid by the Fund under the Plan thereafter. The fees
payable to BISYS under the Shareholder Services Plan are payable without regard
to actual expenses incurred.

Custodian and Transfer Agent

The Bank of New York, 90 Washington Street, New York, New York 10286, is
the Fund's Custodian. BISYS Fund Services Ohio, Inc., an affiliate of BISYS,
located at 3435 Stelzer Road, Columbus, Ohio 43219-3035, is the Fund's Transfer
and Dividend Disbursing Agent (the "Transfer Agent").

Expenses

All expenses incurred in the operation of the Fund are borne by the Fund,
except to the extent specifically assumed by others. The expenses borne by the
Fund include: organizational costs, taxes, interest, brokerage fees and
commissions, if any, fees of Directors who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of the
Adviser or BISYS, or any of their affiliates, Securities and Exchange Commission
fees, state Blue Sky qualification fees, advisory and administration fees,
charges of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, auditing and legal expenses,
costs of maintaining corporate existence, costs of independent pricing services,
costs of calculating the net asset value of each Portfolio's shares, costs of
shareholders' reports and corporate meetings, costs of preparing and printing
certain prospectuses and statements of additional information, and any
extraordinary expenses. Expenses attributable to a particular Portfolio are
charged against the assets of that Portfolio; other expenses of the Fund are
allocated among the Portfolios on the basis determined by the Board of
Directors, including, but not limited to, proportionately in relation to the net
assets of each Portfolio.

HOW TO BUY SHARES

General

Shares may be purchased through a number of institutions, including the
Adviser and its affiliates such as AmeriStar Capital Markets Inc., Service
Organizations, and directly from BISYS. When purchasing Portfolio shares, you
must specify the Portfolio and Class of shares being purchased. The Adviser, its
affiliates and Service Organizations may receive different levels of
compensation for selling different Classes of Portfolio shares. Stock
certificates will not be issued. It is not recommended that the Tennessee Tax
Exempt Bond Portfolio or Limited Duration Tennessee Tax Free Portfolio be used
as a vehicle for Keogh, IRA and other qualified plans, because such plans are
otherwise entitled to tax deferred benefits. The Fund reserves the right to
reject any purchase order.

The minimum initial investment for Class B Shares of each Portfolio is
$1,000, and subsequent investments must be at least $100. For full-time or
part-time employees of the Adviser or any of its affiliates, the minimum initial
investment is $500, and subsequent investments must be at least $50. The
Adviser, its affiliates and Service Organizations may impose initial or
subsequent investment minimums which are higher or lower than those specified
above and may impose different minimums for different types of accounts or
purchase arrangements. In addition, purchases of shares made in connection with
certain shareholder privileges may have different minimum investment
requirements. See "Shareholder Privileges."

You may purchase shares by check or wire, or through TeleTrade as described
below. Investors purchasing shares through the Adviser, its affiliates or
Service Organizations should contact such entity directly for appropriate
instructions, as well as for information about conditions pertaining to the
account and any related fees.

For written orders, you may send your initial or subsequent purchase
order, together with the Fund's Account Application for initial orders and your
check or money order payable to: The AmeriStar Funds (Portfolio Name), to The
AmeriStar Funds, c/o BISYS Fund Services, Inc., Department L-1686, Columbus,
Ohio 43260-1686. For subsequent investments, your Fund account number should
appear on the check or money order. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. A charge will
be imposed if a check used for investment in your account does not clear.

For wire orders, you must call the Transfer Agent at 1-800-852-0045. If a
subsequent payment is being made, your Fund account number should be included.
Information on remitting funds in this manner, including any related fees, may
be obtained from your bank.

Subsequent investments also may be made by electronic transfer of funds
from an account maintained in a bank or other domestic financial institution
that is an Automated Clearing House member. For information on purchasing shares
through the Automated Clearing House, you must call the Transfer Agent at
1-800-852-0045.

Terms of Purchase--Class B Shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper form is received
by the Transfer Agent or other agent. Net asset value per share is determined as
of the close of trading on the floor of the New York Stock Exchange (currently
4:00 p.m., Eastern time), on each business day (which, as used herein, shall
include each day the New York Stock Exchange is open for business, except
Columbus Day and Veterans' Day), except on days where there are not sufficient
changes in the value of a Portfolio's investment securities to materially affect
the Portfolio's net asset value and no purchase orders or redemption requests
have been received. The New York Stock Exchange currently is closed on the
following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. Net asset value per share of each class is computed by
dividing the value of the Portfolio's net assets attributable to such class
(i.e., the value of its assets less liabilities) by the total number of
Portfolio shares of such class outstanding. The Portfolio's investments are
valued each business day generally by using available market quotations or at
fair value which may be determined by one or more pricing services approved by
the Board of Directors. Each pricing service's procedures are reviewed under the
general supervision of the Board of Directors. For further information regarding
the methods employed in valuing the Portfolios' investments, see "Determination
of Net Asset Value" in the Statement of Additional Information.

Orders for the purchase of Investor Shares received by dealers by the close
of trading on the floor of the New York Stock Exchange on any business day and
transmitted to the Transfer Agent by the close of its business day (normally
5:15 p.m., Eastern time) will be based on the net asset value per share
determined as of the close of trading on the floor of the New York Stock
Exchange on that day. Otherwise, the orders will be based on the next determined
net asset value. It is the dealer's responsibility to transmit orders so that
they will be received by the Transfer Agent before the close of its business
day.

Management understands that the Adviser, its affiliates and some Service
Organizations may impose certain conditions on their clients which are different
from those described in this Prospectus, and, to the extent permitted by
applicable regulatory authority, may charge their clients a direct fee for
effecting transactions in Portfolio shares. You should consult the Adviser, its
affiliates or your Service Organization in this regard.

Federal regulations require that an investor provide a certified Tax
Identification Number ("TIN") upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Fund's Account Application for
further information concerning this requirement. Failure to furnish a certified
TIN to the Fund could subject the investor to a $50 penalty imposed by the
Internal Revenue Service ("IRS").

TeleTrade--You may purchase shares (minimum purchase $500, maximum $50,000
per transaction) by telephone for an existing Fund account if you have checked
the appropriate box and supplied the necessary information on the Fund's Account
Application. The proceeds will be transferred between the bank account
designated on the Account Application and your Fund account. Only a bank account
maintained in a domestic financial institution which is an Automated Clearing
House member may be so designated. TeleTrade purchases are effected at the net
asset value (plus the applicable sales load) next determined after receipt of an
order in proper form by the Transfer Agent. TeleTrade may not be available to
certain clients of the Adviser, its affiliates and certain Service
Organizations. The Fund may modify or terminate TeleTrade at any time or charge
a service fee upon notice to shareholders. No such fee currently is
contemplated. If you have selected TeleTrade, you may request such a purchase of
shares by telephoning the Transfer Agent at 1-800-852-0045.

HOW TO REDEEM SHARES

General

An investor who has purchased shares through an account with the Adviser,
its affiliates or a Service Organization must redeem shares by following
instructions pertaining to such account. If such investor also is the
shareholder of record of the account on the books of the Transfer Agent, the
investor may redeem shares as described below under "Procedures." Such investors
wishing to use the other redemption methods described below must arrange with
the Adviser, its affiliates or the Service Organization for delivery of the
required application(s), to the Transfer Agent. It is the responsibility of the
Adviser, its affiliates, or the Service Organization, as the case may be, to
transmit the redemption order to the Transfer Agent and credit the investor's
account with the redemption proceeds on a timely basis. Other investors may
redeem all or part of their shares in accordance with the procedures described
below.

When a request is received in proper form, the Fund will redeem the shares
at the next determined net asset value as described below. If you hold Portfolio
shares of more than one Class, any request for redemption must specify the Class
of shares being redeemed. If you fail to specify the Class of shares to be
redeemed or if you own fewer shares of the Class than specified to be redeemed,
the redemption request may be delayed until the Transfer Agent receives further
instructions from you or your Service Organization. The Fund ordinarily will
make payment for all shares redeemed within seven days after receipt by the
Transfer Agent of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission. However, if you have purchased
shares by check or by TeleTrade and subsequently submit a redemption request by
mail, the redemption proceeds will not be transmitted to you until bank
clearance of the check or TeleTrade payment used for investment which may take
up to seven business days. The Fund will not transmit redemption proceeds
pursuant to a request to redeem Investor Shares by wire for a period of up to
seven business days after receipt by the Transfer Agent of the purchase check or
TeleTrade order against which such redemption is requested. This procedure does
not apply to shares purchased by wire payment.

The Fund imposes no charges when shares are redeemed. Class B Shares are
subject to a maximum 4% contingent deferred sales charge ("CDSC"), which is
assessed only if you redeem Class B Shares within six years of purchase as
described below. The Adviser, its affiliates, and Service Organizations may
charge their clients a nominal fee for effecting redemptions of Portfolio
shares. The value of Portfolio shares redeemed may be more or less than their
original cost, depending upon the Portfolio's then-current net asset value.

The Fund reserves the right to redeem an investor's account at its option
upon not less than 45 days' written notice if the net asset value of the
investor's account is $500 or less, for reasons other than market conditions,
and remains so during the notice period.

CONTINGENT DEFERRED SALES CHARGE--A CDSC payable to BISYS, as the Fund's
distributor, is imposed on any redemption of Class B Shares which reduces the
current net asset value of your Class B Shares to an amount which is lower than
the dollar amount of all payments by you for the purchase of Class B Shares of
the relevant Portfolio held by you at the time of redemption. No CDSC will be
imposed to the extent that the net asset value of the Class B Shares redeemed
does not exceed (i) the current net asset value of Class B Shares acquired
through reinvestment of dividends or capital gain distributions, plus (ii)
increases in the net asset value of your Class B Shares above the dollar amount
of all your payments for the purchase of Class B Shares of the Portfolio held by
you at the time of redemption.

If the aggregate value of the Class B Shares redeemed has declined below
their original cost as a result of the Portfolio's performance, a CDSC may be
applied to the then-current net asset value rather than the purchase price.

In circumstances where the CDSC is imposed, the amount of the charge will
depend on the number of years from the time you purchased the Class B Shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of Class B
Shares, all payments during a month will be aggregated and deemed to have been
made on the first day of the month.

The following table sets forth the rates of the CDSC for Class B Shares:

CDSC AS A % OF
YEAR SINCE AMOUNT INVESTED
PURCHASE PAYMENT OR REDEMPTION
WAS MADE PROCEEDS

First................................................ 4.00
Second............................................... 3.00
Third................................................ 3.00
Fourth............................................... 2.00
Fifth................................................ 2.00
Sixth................................................ 1.00
Seventh.............................................. 0.00

In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible rate.
Therefore, it will be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net asset value of
Class B Shares above the total amount of payments for the purchase of Class B
Shares made during the preceding six years; then of amounts representing the
cost of shares purchased six years prior to the redemption; and finally, of
amounts representing the cost of shares held for the longest period of time
within the applicable six-year period.

For example, assume an investor purchased 100 shares at $10 per share for a
cost of $1,000. Subsequently, the shareholder acquired 5 additional shares
through dividend reinvestment. During the second year after the purchase the
investor decided to redeem $500 of his or her investment. Assuming at the time
of the redemption the net asset value had appreciated to $12 per share, the
value of the investor's shares would be $1,260 (105 shares at $12 per share).
The CDSC would not be applied to the value of the reinvested dividend shares and
the amount which represents appreciation ($260). Therefore, $240 of the $500
redemption proceeds ($500 minus $260) would be charged at a rate of 3% (the
applicable rate in the second year after purchase) for a total CDSC of $7.20.

BISYS compensates certain Service Organizations for selling Class B Shares
at the time of purchase from BISYS' own assets. The proceeds of the CDSC and
distribution fee, in part, are used to defray these expenses.

WAIVER OF CDSC--The CDSC may be waived in connection with (a) redemptions made
within one year after the death or disability, as defined in Section 72(m)(7) of
the Code, of the shareholder, (b) redemptions by participants in qualified or
non-qualified employee benefit plans or other programs (such as 401(k),
403(b)(7), 457 and Keogh plans) sponsored by the Adviser, BISYS or their
affiliates or subsidiaries or which make direct investments in the Portfolio by
means of electronic data transmission, (c) redemptions as a result of a
combination of any investment company with the Portfolio by merger, acquisition
of assets or otherwise, and (d) a distribution following retirement under a
tax-deferred retirement plan or upon attaining age 70- 1/2 in the case of an IRA
or Keogh plan or custodial account pursuant to Section 403(b) of the Code. Any
Portfolio shares subject to a CDSC which were purchased prior to the termination
of such waiver will have the CDSC waived as provided in the Portfolios'
Prospectus at the time of the purchase of such shares.

CONVERSION OF CLASS B SHARES--Approximately seven years after the date of
purchase, Class B Shares automatically will convert to Class A Shares, based on
the relative net asset values for shares of each such Class, and will no longer
be subject to the distribution fee and shareholder services fee charged Class B
Shares, but will be subject to the distribution fee charged Class A Shares. At
that time, Class B Shares that have been acquired through the reinvestment of
dividends and distributions ("Dividend Shares") will be converted in the
proportion that a shareholder's Class B Shares (other than Dividend Shares)
converting to Class A Shares bears to the total Class B Shares then held by the
shareholder which were not acquired through the reinvestment of dividends and
distributions.

Procedures

Written Orders--Written requests for redemption, indicating the name of the
Portfolio and that Class B Shares are being redeemed, with signature
appropriately guaranteed, if required, and otherwise in accordance with the
requirements listed below, should be mailed to The AmeriStar Funds, c/o BISYS
Fund Services, Inc., Department L-1686, Columbus, Ohio 43260-1686.

Wire Redemption Privilege--After appropriate prior authorization, you may
request by telephone or in writing that redemption proceeds be transmitted by
the Transfer Agent via Federal Funds wire transfer to your bank account.
Redemption requests must be in an amount of at least $1,000. The Fund reserves
the right to refuse any request for a wire transfer and may limit the amount
involved or the number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund.

TeleTrade--You may redeem shares (minimum $500, maximum $50,000 per
transaction) by telephone if you have checked the appropriate box and supplied
the necessary information on the Fund's Account Application. The proceeds will
be transferred between your Fund account and the bank account designated on the
Account Application. Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be so designated.
Redemption proceeds will be on deposit in your account at an Automated Clearing
House member bank ordinarily two days after receipt of the redemption request.
The Fund may modify or terminate TeleTrade at any time or charge a service fee
upon notice to shareholders. No such fee currently is contemplated. If you have
selected TeleTrade, you may request such a redemption of shares by telephoning
the Transfer Agent at 1-800-852-0045.

Redemption Requirements

Written redemption instructions, indicating the name of the Portfolio and
that Class B shares are being redeemed, must be received by the Transfer Agent
in proper form and signed exactly as the shares are registered. Except as noted
below, all signatures must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing
agencies and savings associations, as well as from participants in the New York
Stock Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program.
Signature-guarantees may not be provided by notaries public. The signature
guarantee requirement will be waived if the following conditions apply: (1) the
redemption check is payable to the shareholder(s) of record; and (2) the
redemption check is mailed to the shareholder(s) at the address of record or the
proceeds are either mailed or wired to a financial institution account
previously designated. Redemption requests by corporate and fiduciary
shareholders must be accompanied by appropriate documentation establishing the
authority of the person seeking to act on behalf of the account. You may obtain
from the Fund or the Transfer Agent forms of resolutions and other documentation
which have been prepared in advance to assist compliance with the Fund's
procedures.

You may redeem or exchange Portfolio shares by telephone if you have
checked the appropriate box on the Fund's Account Application. By selecting a
telephone redemption or exchange privilege, an investor authorizes the Transfer
Agent to act on telephone instructions from any person representing himself or
herself to be the investor, or a representative of the investor's Service
Organization, and reasonably believed by the Transfer Agent to be genuine. The
Fund will require the Transfer Agent to employ reasonable procedures, such as
requiring a form of personal identification, to confirm that instructions are
genuine and, if it does not follow such procedures, the Fund or the Transfer
Agent may be liable for any losses due to unauthorized or fraudulent
instructions. Neither the Fund nor the Transfer Agent will be liable for
following telephone instructions reasonably believed to be genuine.

During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Transfer Agent by telephone to request a
redemption or exchange of Portfolio shares. In such cases, investors should
consider using the other redemption procedures described herein. Use of these
other redemption procedures may result in the investor's redemption request
being processed at a later time than it would have been if telephone redemption
had been used. During the delay, the Portfolio's net asset value may fluctuate.

SHAREHOLDER PRIVILEGES

The services and privileges described under this heading may not be
available to certain clients of the Adviser, its affiliates, and certain Service
Organizations, and the Adviser, its affiliates, and some Service Organizations
may impose certain conditions on their clients which are different from those
described in this Prospectus. Such investors should consult the Adviser, its
affiliates, or their Service Organization in this regard.

Exchange Privilege

The Exchange Privilege enables you to purchase, in exchange for shares of a
Portfolio, shares of the same class of one of the other Portfolios offered by
this Prospectus, or shares of another AmeriStar Portfolio, to the extent such
shares are offered for sale in your state of residence. If you desire to use
this Privilege, you should consult the Adviser, or its affiliate where you
maintain your account, your Service Organization or BISYS to determine if it is
available and whether any conditions are imposed on its use.

To use the Exchange Privilege, you or your Service Organization acting on
your behalf must give exchange instructions to the Transfer Agent in writing or
by telephone, or in accordance with the instructions pertaining to your account
at the Adviser or its affiliates. If you previously established the Telephone
Exchange Privilege, you may telephone exchange instructions by calling
1-800-852-0045. See "How to Redeem Shares--Redemption Requirements." Before any
exchange into a Portfolio offered by another prospectus, you must obtain and
should review a copy of the current prospectus of the Portfolio into which the
exchange is being made. Prospectuses may be obtained from the Adviser, its
affiliates, certain Service Organizations, or BISYS. The shares being exchanged
must have a current value of at least $500; furthermore, when establishing a new
account by exchange, the shares being exchanged must have a value of at least
the minimum initial investment required for the Portfolio into which the
exchange is being made.

Shares will be exchanged at the next determined net asset value. No CDSC
will be imposed on Class B Shares at the time of an exchange; however, shares
acquired through an exchange will be subject to the CDSC applicable to the
exchanged or acquired shares. The CDSC applicable on redemption of the acquired
shares will be calculated from the date of the initial purchase of the Class B
Shares exchanged. No fees currently are charged shareholders directly in
connection with exchanges although the Fund reserves the right, upon not less
than 60 days' written notice, to charge shareholders a nominal administrative
fee in accordance with rules promulgated by the Securities and Exchange
Commission. The Fund reserves the right to reject any exchange request in whole
or in part. The Exchange Privilege may be modified or terminated at any time
upon notice to shareholders.

The exchange of shares of one Portfolio for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may realize a taxable gain
or loss.

Automatic Investment Plan

The Automatic Investment Plan permits you to purchase shares (minimum
initial investment of $1,000 and minimum subsequent investments of $100 per
transaction) at regular intervals selected by you. Provided your bank or other
financial institution allows automatic withdrawals, shares may be purchased by
transferring funds from the bank account designated by you. At your option, the
account designated will be debited in the specified amount, and shares will be
purchased, once a month, on either the first or fifteenth day, or twice a month,
on both days. Only an account maintained at a domestic financial institution
which is an Automated Clearing House member may be so designated. This service
enables you to make regularly scheduled investments and may provide you with a
convenient way to invest for long-term financial goals. You should be aware,
however, that periodic investment plans do not guarantee a profit and will not
protect an investor against loss in a declining market. To establish an
Automatic Investment Plan account, you must check the appropriate box and supply
the necessary information on the Account Application. You may obtain the
necessary applications from BISYS. You may cancel your participation in the
Automatic Investment Plan or change the amount of purchase at any time by
mailing written notification to The AmeriStar Funds, c/o BISYS Fund Services,
Inc., Department L-1686, Columbus, Ohio 43260-1686, and such notification will
be effective three business days following receipt. The Fund may modify or
terminate the Automatic Investment Plan at any time or charge a service fee. No
such fee currently is contemplated.

Directed Distribution Plan

The Directed Distribution Plan enables you to invest automatically
dividends and capital gain distributions, if any, paid by a Portfolio in Class B
Shares of another Portfolio of which you are a shareholder. Class B Shares of
the other Portfolio will be purchased at the then-current net asset value.
Minimum subsequent investments do not apply. Investors desiring to participate
in the Directed Distribution Plan should check the appropriate box and supply
the necessary information on the Account Application. The Plan is available only
for existing accounts and may not be used to open new accounts. The Fund may
modify or terminate the Directed Distribution Plan at any time or charge a
service fee. No such fee currently is contemplated.

Automatic Withdrawal Plan

The Automatic Withdrawal Plan permits you to request withdrawal of a
specified dollar amount (minimum of $50) on either a monthly, quarterly,
semi-annual or annual basis if you have a $5,000 minimum account. The automatic
withdrawal will be made on the first or fifteenth day, at your option, of the
period selected. To participate in the Automatic Withdrawal Plan, you must check
the appropriate box and supply the necessary information on the Account
Application. The Automatic Withdrawal Plan may be ended at any time by the
investor, the Fund or the Transfer Agent. Class B Shares redeemed pursuant to
the Automatic Withdrawal Plan will be subject to any applicable CDSC.

Reinstatement Privilege

The Reinstatement Privilege enables investors who have redeemed Class B
Shares to repurchase, within 90 days of such redemption, Class B Shares of a
Portfolio in an amount not to exceed the redemption proceeds received at a
purchase price equal to the then-current net asset value determined after a
reinstatement request and payment are received by the Transfer Agent. This
privilege also enables such investors to reinstate their account for the purpose
of exercising the Exchange Privilege. Upon reinstatement, the investor's account
will be credited with an amount equal to the CDSC previously paid upon
redemption of the Class B Shares reinvested. To use the Reinstatement Privilege,
you must submit a written reinstatement request to the Transfer Agent. The
reinstatement request and payment must be received within 90 days of the trade
date of the redemption. There currently are no restrictions on the number of
times an investor may use this privilege.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Capital Growth Portfolio--Declares and pays dividends from net investment
income quarterly and distributes any net capital gain annually.

Dividend Growth Portfolio--Declares and pays dividends from net investment
income monthly and distributes any net capital gain annually.

Limited Duration Income, Core Income, Tennessee Tax Exempt Bond, Limited
Duration Tennessee Tax Free and Limited Duration U.S. Government
Portfolios--Declare dividends from net investment income on each business day.
Dividends usually are paid on the last calendar day of each month. The earnings
for Saturdays, Sundays and holidays are declared as dividends on the preceding
business day. Shares begin accruing income dividends on the day the purchase
order is effective.

Applicable to All Portfolios (except where indicated)--Each Portfolio will
make distributions from net realized securities gains, if any, once a year, but
may make distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Portfolio will make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Dividends are automatically reinvested in additional
Portfolio shares of the same class from which they were paid at net asset value,
unless payment in cash is requested. If all shares in an account are redeemed at
any time, all dividends to which the shareholder is entitled will be paid along
with the proceeds of the redemption. Dividends paid by each class of shares of a
Portfolio will be calculated at the same time and in the same manner and will be
of the same amount, except that the expenses attributable solely to a class will
be borne exclusively by such class.

If you elect to receive distributions in cash and your distribution checks
(1) are returned to the Fund marked "undeliverable" or (2) remain uncashed for
six months, your cash election will be changed automatically and your future
dividend and capital gains distributions will be reinvested in Portfolio shares
at the net asset value determined as of the date of payment of the distribution.
In addition, any such undeliverable checks or checks that remain uncashed for
six months will be canceled and will be reinvested in Portfolio shares at the
net asset value determined as of the date of cancellation.

The Fund anticipates that individual shareholders will not be subject to
Tennessee personal income tax on dividends paid by the Tennessee Tax Exempt Bond
Portfolio and Limited Duration Tennessee Tax Free Portfolio to the extent such
dividends are attributable to interest from securities of the U.S. Government or
any of its agencies or instrumentalities or from bonds of the State of Tennessee
or any county, municipality or political subdivision thereof, including any
agency, board, authority or commission. To the extent that an investor is
obligated to pay state or local taxes outside of the State of Tennessee,
dividends earned by an investment in these Portfolios may represent taxable
income. Dividends and distributions of the Tennessee Tax Exempt Bond Portfolio
and Limited Duration Tennessee Tax Free Portfolio derived from taxable
investments and from income or gain derived from securities transactions and
from the use of the investment techniques described under "Appendix--Investment
Techniques" will be subject to Federal and Tennessee income tax. Dividends paid
by the Capital Growth Portfolio, Dividend Growth Portfolio, Limited Duration
Income Portfolio, Limited Duration U.S. Government Portfolio and Core Income
Portfolio derived from interest, together with distributions from any net
realized short-term securities gains and all or a portion of any gains realized
from the sale or other disposition of certain market discount bonds, generally
are taxable to U.S. investors as ordinary income for Federal income tax
purposes, whether or not reinvested in additional Portfolio shares.
Distributions from net realized long-term securities gains, if any, generally
are taxable to U.S. investors as long-term capital gains for Federal income tax
purposes, regardless of how long shareholders have held their shares and whether
such distributions are received in cash or reinvested in additional Portfolio
shares. Dividends and distributions may be subject to state and local taxes.

Dividends and distributions attributable to interest from direct
obligations of the United States and paid by a Portfolio to individuals
currently are not subject to tax in most states. Dividends and distributions
attributable to interest from other securities in which the Portfolios may
invest may be subject to state tax.

Although all or a substantial portion of the dividends paid by the
Tennessee Tax Exempt Bond Portfolio and Limited Duration Tennessee Tax Free
Portfolio may be excluded by shareholders of such Portfolios from their gross
income for Federal income tax purposes, each of these Portfolios may purchase
specified private activity bonds, the interest from which may be (i) a
preference item for purposes of the alternative minimum tax, or (ii) a factor in
determining the extent to which a shareholder's Social Security benefits are
taxable. If the Tennessee Tax Exempt Bond Portfolio or Limited Duration
Tennessee Tax Free Portfolio purchases such securities, the portion of dividends
related thereto will not necessarily be tax exempt to an investor who is subject
to the alternative minimum tax and/or tax on Social Security benefits and may
cause an investor to be subject to such taxes.

Dividends derived from net investment income, together with distributions
from net realized short-term securities gains and all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds,
paid by a Portfolio to a foreign investor generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign investor
claims the benefits of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Portfolio to a foreign
investor, as well as the proceeds of any redemptions from a foreign investor's
account, regardless of the extent to which gain or loss may be realized, will
not be subject to U.S. nonresident withholding tax. However, such distributions
may be subject to backup withholding, as described below, unless the foreign
investor certifies his non-U.S. residency status.

Notice as to the tax status of your dividends and distributions will be
mailed to you annually. You also will receive periodic summaries of your account
which will include information as to dividends and distributions from securities
gains, if any, paid during the year.

Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, distributions
from net realized securities gains and the proceeds of any redemption,
regardless of the extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the TIN furnished
in connection with opening an account is correct or that such shareholder has
not received notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or interest income on a
Federal income tax return. Furthermore, the IRS may notify the Fund to institute
backup withholding if the IRS determines a shareholder's TIN is incorrect or if
a shareholder has failed to properly report taxable dividend and interest income
on a Federal income tax return.

A TIN is either the Social Security number, IRS individual taxpayer
identification number, or employer identification number of the record owner of
the account. Any tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the account, and may
be claimed as a credit on the record owner's Federal income tax return.

The Adviser believes that the Capital Growth Portfolio, Limited Duration
Income Portfolio, Core Income Portfolio and the Tennessee Tax Exempt Bond
Portfolio has qualified for the fiscal year ended December 31, 1996 as a
"regulated investment company" under the Code. Each Portfolio intends to
continue to so qualify if such qualification is in the best interests of its
shareholders. It is expected that each of the Dividend Growth Portfolio, Limited
Duration Tennessee Tax Free Portfolio and Limited Duration U.S. Government
Portfolio will qualify as a "regulated investment company" under the Code so
long as such qualification is in the best interests of its shareholders.
Qualification as a regulated investment company relieves the Portfolio of any
liability for Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. Each Portfolio is subject to
a non-deductible 4% excise tax, measured with respect to certain undistributed
amounts of taxable investment income and capital gains.

You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.

PERFORMANCE INFORMATION

Capital Growth Portfolio--For purposes of advertising, performance will be
calculated on the bases of average annual total return and/or total return.
Average annual total return is calculated pursuant to a standardized formula
which assumes that an investment in the Capital Growth Portfolio was purchased
with an initial payment of $1,000 and that the investment was redeemed at the
end of a stated period of time, after giving effect to the reinvestment of
dividends and distributions during the period. The return is expressed as a
percentage rate which, if applied on a compounded annual basis, would result in
the redeemable value of the investment at the end of the period. Advertisements
of the Portfolio's performance will include the Portfolio's average annual total
return for one, five and ten year periods, or for shorter time periods depending
upon the length of time during which the Portfolio has operated.

Total return is computed on a per share basis and assumes the reinvestment
of dividends and distributions. Total return generally is expressed as a
percentage rate which is calculated by combining the income and principal
changes for a specified period and dividing by the maximum offering price per
share at the beginning of the period. Advertisements may include the percentage
rate of total return or may include the value of a hypothetical investment at
the end of the period which assumes the application of the percentage rate of
total return. Total return also may be calculated by using the net asset value
per share at the beginning of the period instead of the maximum offering price
per share at the beginning of the period.

Dividend Growth, Limited Duration Income, Core Income, Tennessee Tax
Exempt Bond, Limited Duration Tennessee Tax Free Portfolio and Limited Duration
U.S. Government Portfolios--For purposes of advertising, performance will be
calculated on several bases, including current yield, average annual total
return and/or total return. Current yield refers to a Portfolio's annualized net
investment income per share over a 30-day period, expressed as a percentage of
the net asset value per share at the end of the period. For purposes of
calculating current yield, the amount of net investment income per share during
that 30-day period, computed in accordance with regulatory requirements, is
compounded by assuming that it is reinvested at a constant rate over a six-month
period. An identical result is then assumed to have occurred during a second
six-month period which, when added to the result for the first six months,
provides an "annualized" yield for an entire one-year period.

The Tennessee Tax Exempt Bond Portfolio and Limited Duration Tennessee
Tax Free Portfolio may advertise tax equivalent yield, which is calculated by
determining the pre-tax yield which, after being taxed at a certain rate, would
be equivalent to a stated current yield calculated as described above.

Average annual total return and total return will be calculated as
described above for the Capital Growth Portfolio.

Applicable to All Portfolios--Performance will vary from time to time and
past results are not necessarily representative of future results. Investors
should remember that performance is a function of portfolio management in
selecting the type and quality of portfolio securities and is affected by
operating expenses. The fees payable by Class B Shares pursuant to the
Distribution Plan and Shareholder Services Plan are higher than those payable by
Class A Shares pursuant to the Distribution Plan. Trust Shares are not subject
to Distribution Plan or Shareholder Services Plan fees. As a result, at any
given time, the performance of Class B Shares should be expected to be lower
than that of Class A Shares and the performance of Class A Shares and Class B
Shares should be expected to be lower than that of Trust Shares. Performance
information, such as that described above, may not provide a basis for
comparison with other investments or other investment companies using a
different method of calculating performance.

Comparative performance information may be used from time to time in
advertising or marketing each Portfolio's shares, including data from Lipper
Analytical Services, Inc., Morningstar, Inc., Bond Buyer's 20-Bond Index,
Moody's Bond Survey Bond Index, Lehman Brothers Aggregate Bond Index and
components thereof, Standard & Poor's 500 Composite Stock Price Index, the Dow
Jones Industrial Average, CDA/Wiesenberger Investment Companies Service, Mutual
Fund Values; Mutual Fund Forecaster, Mutual Fund Investing and other industry
publications.

Historical Performance Information--(Capital Growth Portfolio, Dividend
Growth Portfolio, Core Income Portfolio, Limited Duration Tennessee Tax Free
Portfolio and Limited Duration U.S. Government Portfolio only) The Capital
Growth Portfolio and Core Income Portfolio commenced operations on April 1,
1996, and the Dividend Growth Portfolio, Limited Duration Tennessee Tax Free
Portfolio and Limited Duration U.S. Government Portfolio commenced operations on
February 28, 1997, through a transfer of assets from common trust funds managed
by the Adviser, using substantially the same investment objective, policies,
restrictions and methodologies as the corresponding Portfolio. Set forth below
is historical performance information for each of these Portfolios which
includes performance of the Portfolio's predecessor common trust fund for
various periods ended June 30, 1997, as adjusted to reflect the maximum
operating expenses that may be charged Class B Shares of the respective
Portfolio as set forth in the Fee Table above. The common trust funds did not
charge any expenses. This performance information is not necessarily indicative
of the future performance of a Portfolio. Because each Portfolio is actively
managed, its investments will vary from time to time and will not be identical
to the past portfolio investments of the predecessor. Moreover, the predecessor
common trust funds were not registered under the 1940 Act and therefore were not
subject to certain investment restrictions that are imposed by the 1940 Act,
which, if imposed, could have adversely affected the common trust funds'
performance. Each Portfolio's performance will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost.

Average Annual Total Return
-----------------------------------
1 Year 5 Years 10 Years
----------- ----------- -----------
<S> <C> <C> <C>

Capital Growth Portfolio
Maximum Offering Price........ [20.03% 15.75% 10.58%
Net Asset Value............... 26.00% 16.88% 11.13%
Dividend Growth Portfolio
Maximum Offering Price........ 21.61% 13.16% 10.37%
Net Asset Value............... 27.68% 14.25% 10.91%
Core Income Portfolio
Maximum Offering Price........ 2.92% 5.31% 6.89%
Net Asset Value............... 6.16% 5.96% 7.22%
Limited Duration Tennessee
Tax Free Bond Portfolio
Maximum Offering Price........ 1.10% 2.95% 4.51%
Net Asset Value............... 4.22% 3.57% 4.82%
Limited Duration U.S.
Government Portfolio
Maximum Offering Price........ 2.28% 4.32% 6.36%
Net Asset Value............... 5.46% 4.95% 6.67%]

</TABLE>

GENERAL INFORMATION

The Fund was incorporated under Maryland law on March 6, 1990, and
commenced operations on August 28, 1990.

The Fund is authorized to issue 14 billion 250 million shares of Common
Stock (with 750 million shares allocated to each Portfolio), par value $.001 per
share. Each Portfolio's shares are classified into Class A Shares (250 million),
Class B Shares (250 million) and Trust Shares (250 million). Each share has one
vote and shareholders will vote in the aggregate and not by Class except as
otherwise required by law.

Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
shareholders may not consider each year the election of Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders of
at least 10% of the shares outstanding and entitled to vote may require the Fund
to hold a special meeting of shareholders for purposes of removing a Director
from office or for any other purpose. Shareholders may remove a Director by the
affirmative vote of a majority of the Fund's outstanding voting shares. In
addition, the Board of Directors will call a meeting of shareholders for the
purpose of electing Directors if, at any time, less than a majority of the
Directors then holding office have been elected by shareholders.

The Fund is a "series fund," which is a mutual fund divided into separate
portfolios, each of which is treated as a separate entity for certain matters
under the 1940 Act and for other purposes. A shareholder of one portfolio is not
deemed to be a shareholder of any other portfolio. For certain matters Fund
shareholders vote together as a group; as to others they vote separately by
portfolio. By this Prospectus, Class B Shares of seven of the Fund's AmeriStar
Portfolios are being offered--Capital Growth Portfolio, Dividend Growth
Portfolio, Limited Duration Income Portfolio, Core Income Portfolio, Tennessee
Tax Exempt Bond Portfolio, Limited Duration Tennessee Tax Free Portfolio and
Limited Duration U.S. Government Portfolio, each of which is non-diversified.
From time to time, other portfolios may be established and sold pursuant to
other offering documents. Prior to January 1, 1997, the AmeriStar Portfolios
were named ValueStar Portfolios, and the Limited Duration Income Portfolio and
Core Income Portfolio were named Short-Intermediate Duration Bond Portfolio and
Investment Grade Bond Portfolio, respectively.

To date, 11 portfolios have been authorized. The other portfolios are not
being offered by this Prospectus. All consideration received by the Fund for
shares of one of the portfolios, and all assets in which such consideration is
invested, belong to that portfolio (subject only to the rights of creditors of
the Fund) and will be subject to the liabilities related thereto. The income
attributable to, and expenses of, one portfolio are treated separately from
those of the other portfolios.

The Transfer Agent maintains a record of each investor's ownership and
sends confirmations and statements of account.

Shareholder inquiries may be made by writing to the Fund at 3435 Stelzer
Road, Columbus, Ohio 43219-3035.

APPENDIX

Portfolio Securities

To the extent set forth in this Prospectus, each Portfolio may invest in
the securities described below.

Money Market Instruments

U.S. Treasury Securities--Each Portfolio may invest in U.S. Treasury
securities which include Treasury Bills, Treasury Notes and Treasury Bonds that
differ in their interest rates, maturities and times of issuance. Treasury Bills
have initial maturities of one year or less; Treasury Notes have initial
maturities of one to ten years; and Treasury Bonds generally have initial
maturities of greater than ten years.

U.S. Government Securities--In addition to U.S. Treasury securities, each
Portfolio may invest in securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities. Some obligations issued or guaranteed by
U.S. Government agencies and instrumentalities, for example, Government National
Mortgage Association pass-through certificates, are supported by the full faith
and credit of the U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the Treasury; others, such as
those issued by the Federal National Mortgage Association, by discretionary
authority of the U.S. Government to purchase certain obligations of the agency
or instrumentality; and others, such as those issued by the Student Loan
Marketing Association, only by the credit of the agency or instrumentality.
These securities bear fixed, floating or variable rates of interest. Principal
and interest may fluctuate based on generally recognized reference rates or the
relationship of rates. While the U.S. Government provides financial support to
such U.S. Government-sponsored agencies or instrumentalities, no assurance can
be given that it will always do so, since it is not so obligated by law. Each
Portfolio will invest in such securities only when it is satisfied that the
credit risk with respect to the issuer is minimal.

Bank Obligations--Each Portfolio, except the Limited Duration U.S.
Government Portfolio, may invest in bank obligations (other than those issued by
the Adviser or its affiliates), including certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations of domestic
banks, foreign subsidiaries or foreign branches of domestic banks, and domestic
branches of foreign banks, domestic savings and loan associations and other
banking institutions. With respect to such securities issued by foreign
subsidiaries or foreign branches of domestic banks, and domestic branches of
foreign banks, a Portfolio may be subject to additional investment risks that
are different in some respects from those incurred by a fund which invests only
in debt obligations of U.S. domestic issuers. Such risks include possible future
political and economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities, the possible
establishment of exchange controls or the adoption of other foreign governmental
restrictions which might adversely affect the payment of principal and interest
on these securities, the possible seizure or nationalization of foreign deposits
and the possible subordination of deposits in foreign branches to receivership
expenses and U.S. office deposits in the event of insolvency. See "Description
of the Portfolios--Investment Considerations and Risk Factors--Investing in
Foreign Securities."

Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. Time
deposits which may be held by a Portfolio will not benefit from insurance from
the Bank Insurance Fund or the Savings Association Insurance Fund administered
by the Federal Deposit Insurance Corporation.

Bankers' acceptances are credit instruments evidencing the obligation of a
bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include unin-
sured, direct obligations, bearing fixed, floating or variable interest rates.

Commercial Paper and other Short-Term Corporate Obligations--Each
Portfolio, except the Limited Duration U.S. Government Portfolio, may invest in
commercial paper, which consists of short-term, unsecured promissory notes
issued to finance short-term credit needs. The commercial paper purchased by the
Port- folios will consist only of direct obligations which, at the time of their
purchase, are (a) rated not lower than Prime-1 by Moody's, A-1 by S&P, F-1 by
Fitch or Duff-1 by Duff, or (b) issued by companies having an outstanding
unsecured debt issue currently rated not lower than Aa3 by Moody's or AA- by
S&P, Fitch or Duff, or (c) if unrated, determined by the Adviser to be of
comparable quality to those rated obligations which may be purchased by such
Portfolio.

Repurchase Agreements--Each Portfolio may enter into repurchase agreements,
which involve the acquisition by a Portfolio of an underlying debt instrument,
subject to an obligation of the seller to repurchase, and such Portfolio to
resell, the instrument at a fixed price usually not more than one week after its
purchase. Certain costs may be incurred by a Portfolio in connection with the
sale of the securities if the seller does not repurchase them in accordance with
the repurchase agreement. In addition, if bankruptcy proceedings are commenced
with respect to the seller of the securities, realization on the securities by a
Portfolio may be delayed or limited. Each Portfolio will consider on an ongoing
basis the creditworthiness of the institutions with which it enters into
repurchase agreements.

Zero Coupon and Stripped Securities--Each Portfolio may invest in zero
coupon U.S. Treasury securities, which are Treasury Notes and Bonds that have
been stripped of their unmatured interest coupons, the coupons themselves and
receipts or certificates representing interests in such stripped debt
obligations and coupons. Each Portfolio, except the Limited Duration U.S.
Government Portfolio, also may invest in zero coupon securities issued by
corporations and financial institutions which constitute a proportionate
ownership of the issuer's pool of underlying U.S. Treasury securities. A zero
coupon security pays no interest to its holder during its life and is sold at a
discount to its face value at maturity. The amount of the discount fluctuates
with the market price of the security. The market prices of zero coupon
securities generally are more volatile than the market prices of securities that
pay interest periodically and are likely to respond to a greater degree to
changes in interest rates than non-zero coupon securities having similar
maturities and credit qualities. The Tennessee Tax Exempt Bond Portfolio will
invest no more than 25% of the value of its net assets in zero coupon and
stripped securities.

Foreign Government Obligations; Securities of Supranational
Entities--Each Portfolio, except the Limited Duration U.S. Government Portfolio,
may invest in obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions, agencies or
instrumentalities that are determined by the Adviser to be of comparable quality
to the other obligations in which such Portfolio may invest. Such securities
also include debt obligations of supranational entities. Supranational entities
include international organizations designated or supported by governmental
entities to promote economic reconstruction or development and international
banking institutions and related government agencies. Examples include the
International Bank for Reconstruction and Development (the World Bank), the
European Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank. The percentage of a Portfolio's assets invested
in securities issued by foreign governments will vary depending on the relative
yields of such securities, the economic and financial markets of the countries
in which the investments are made and the interest rate climate of such
countries.

Floating and Variable Rate Obligations--Each Portfolio, except the
Limited Duration U.S. Government Portfolio, may purchase floating and variable
rate demand notes and bonds, which are obligations ordinarily having stated
maturities in excess of 13 months, but which permit the holder to demand payment
of principal at any time, or at specified intervals. Variable rate demand notes
include master demand notes which are obligations that permit the Portfolio to
invest fluctuating amounts, at varying rates of interest, pursuant to direct
arrangements between the Portfolio, as lender, and the borrower. These
obligations permit daily changes in the amount borrowed. Because these
obligations are direct lending arrangements between the lender and borrower, it
is not contemplated that such instruments generally will be traded, and there
generally is no established secondary market for these obligations, although
they are redeemable at face value. Accordingly, where these obligations are not
secured by letters of credit or other credit support arrangements, the
Portfolio's right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. Such obligations frequently are not rated by
credit rating agencies and a Portfolio may invest in obligations which are not
so rated only if the Adviser determines that at the time of investment the
obligations are of comparable quality to the other obligations in which the
Portfolio may invest. The Adviser, on behalf of each Portfolio, will consider on
an ongoing basis the creditworthiness of the issuers of the floating and
variable rate demand obligations purchased by such Portfolio.

Illiquid Securities--Each Portfolio may invest up to 10% of the value of
its net assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with its investment objective. Such
securities may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale, certain privately negotiated, non-exchange traded options and securities
used to cover such options, certain mortgage-backed securities, floating and
variable rate demand obligations as to which the Portfolio cannot exercise the
related demand feature described above on not more than seven days' notice and
as to which there is no secondary market and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
Portfolio is subject to a risk that should the Portfolio desire to sell them
when a ready buyer is not available at a price the Portfolio deems
representative of their value, the value of the Portfolio's net assets could be
adversely affected.

Mortgage-Related Securities--(Capital Growth Portfolio, Dividend Growth
Portfolio, Limited Duration Income Portfolio and Core Income Portfolio)
Mortgage-related securities are a form of Derivative collateralized by pools of
commercial or residential mortgages. Pools of mortgage loans are assembled as
securities for sale to investors by various governmental, government-related and
private organizations. These securities may include complex instruments such as
collateralized mortgage obligations, stripped mortgage-backed securities,
mortgage pass-through securities, interests in real estate mortgage investment
conduits ("REMICs"), adjustable rate mortgages, real estate investment trusts
("REITs"), including debt and preferred stock issued by REITs, as well as other
real estate-related securities. The mortgage-related securities in which these
Portfolios may invest include those with fixed, floating or variable interest
rates, those with interest rates that change based on multiples of changes in a
specified index of interest rates and those with interest rates that change
inversely to changes in interest rates, as well as those that do not bear
interest. Stripped mortgage-backed securities usually are structured with two
classes that receive different proportions of interest and principal
distributions on a pool of mortgage-backed securities or whole loans. A common
type of stripped mortgage-backed security will have one class receiving some of
the interest and most of the principal from the mortgage collateral, while the
other class will receive most of the interest and the remainder of the
principal. In the most extreme case, one class will receive all of the interest
(the interest-only or "IO" class), while the other class will receive all of the
principal (the principal-only or "PO" class).

Mortgage-related securities are subject to credit risks associated with the
performance of the underlying mortgage properties. Adverse changes in economic
conditions and circumstances are more likely to have an adverse impact on
mortgage-related securities secured by loans on certain types of commercial
properties than on those secured by loans on residential properties. In
addition, these securities are subject to prepayment risk, although commercial
mortgages typically have shorter maturities than residential mortgages and
prepayment protection features. In certain instances, the credit risk associated
with mortgage-related securities can be reduced by third party guarantees or
other forms of credit support. Improved credit risk does not reduce prepayment
risk which is unrelated to the rating assigned to the mortgage-related security.
Prepayment risk can lead to fluctuations in value of the mortgage-related
security which may be pronounced. If a mortgage-related security is purchased at
a premium, all or part of the premium may be lost if there is a decline in the
market value of the security, whether resulting from changes in interest rates
or prepayments in the underlying mortgage collateral. Certain mortgage-related
securities that may be purchased by these Portfolios, such as inverse floating
rate collateralized mortgage obligations, have coupons that move inversely to a
multiple of a specific index which may result in a form of leverage. As with
other interest-bearing securities, the prices of certain mortgage-related
securities are inversely affected by changes in interest rates. However, though
the value of a mortgage-related security may decline when interest rates rise,
the converse is not necessarily true, since in periods of declining interest
rates the mortgages underlying the security are more likely to be prepaid. For
this and other reasons, a mortgage-related security's stated maturity may be
shortened by unscheduled prepayments on the underlying mortgages, and,
therefore, it is not possible to predict accurately the security's return to the
Portfolio. Moreover, with respect to certain stripped mortgage-backed
securities, if the underlying mortgage securities experience greater than
anticipated prepayments of principal, the Portfolio may fail to fully recoup its
initial investment in these securities even if the securities are rated in the
highest rating category by a nationally recognized statistical rating
organization. During periods of rapidly rising interest rates, prepayments of
mortgage-related securities may occur at slower than expected rates. Slower
prepayments effectively may lengthen a mortgage-related security's expected
maturity which generally would cause the value of such security to fluctuate
more widely in response to changes in interest rates. Were the prepayments on
the Portfolio's mortgage-related securities to decrease broadly, the Portfolio's
effective duration, and thus sensitivity to interest rate fluctuations, would
increase. For further discussion concerning the investment considerations
involved, see "Description of the Portfolios--Investment Considerations and Risk
Factors--Fixed-Income Securities" and "Illiquid Securities" above and
"Investment Objectives and Management Policies--Portfolio
Securities--Mortgage-Related Securities" in the Statement of Additional
Information.

Asset-Backed Securities--(Capital Growth Portfolio, Dividend Growth
Portfolio, Limited Duration Income Portfolio and Core Income Portfolio)
Asset-backed securities are a form of Derivative. The securitization techniques
used for asset-backed securities are similar to those used for mortgage-related
securities. These securities include debt securities and securities with
debt-like characteristics. The collateral for these securities has included home
equity loans, automobile and credit card receivables, boat loans, computer
leases, airplane leases, mobile home loans, recreational vehicle loans and
hospital account receivables. Each of these Portfolios may invest in these and
other types of asset-backed securities that may be developed in the future.

Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may provide the
Portfolio with a less effective security interest in the related collateral than
do mortgage-backed securities. Therefore, there is the possibility that
recoveries on the underlying collateral may not, in some cases, be available to
support payments on these securities.

American Depositary Receipts--(Capital Growth Portfolio and Dividend
Growth Portfolio) Each of these Portfolios' assets may be invested in the
securities of foreign issuers in the form of American Depositary Receipts
("ADRs"). These securities may not necessarily be denominated in the same
currency as the securities into which they may be converted. ADRs are receipts
typically issued by a United States bank or trust company which evidence
ownership of underlying securities issued by a foreign corporation. Generally,
ADRs in registered form are designed for use in the United States securities
markets. Each of these Portfolios may invest in ADRs through "sponsored" or
"unsponsored" facilities. A sponsored facility is established jointly by the
issuer of the underlying security and a depositary, whereas a depositary may
establish an unsponsored facility without participation by the issuer of the
deposited security. Holders of unsponsored depositary receipts generally bear
all the costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited securities.

Convertible Securities--(Capital Growth Portfolio, Dividend Growth
Portfolio, Limited Duration Income Portfolio and Core Income Portfolio)
Convertible securities may be converted at a stated price within a specified
period of time into a specified number of shares of common stock of the same or
a different issuer. Convertible securities are senior to common stock in a
corporation's capital structure, but usually are subordinated to non-convertible
debt securities. While providing a fixed-income stream (generally higher in
yield than the income derivable from a common stock but lower than that afforded
by a non-convertible debt security), a convertible security also affords an
investor the opportunity, through its conversion feature, to participate in the
capital appreciation of the common stock into which it is convertible.

Warrants--(Capital Growth Portfolio and Dividend Growth Portfolio) Each of
these Portfolios may invest up to 5% of its net assets in warrants, except that
this limitation does not apply to warrants acquired in units or attached to
securities. A warrant is an instrument issued by a corporation which gives the
holder the right to subscribe to a specified amount of the corporation's capital
stock at a set price for a specified period of time.

Municipal Obligations--(Limited Duration Income Portfolio, Core Income
Portfolio, Tennessee Tax Exempt Bond Portfolio and Limited Duration Tennessee
Tax Free Portfolio) Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or multistate
agencies or authorities. While in general, Municipal Obligations are tax exempt
securities having relatively low yields as compared to taxable, non-municipal
obligations of similar quality, certain issues of Municipal Obligations, both
taxable and non-taxable, offer yields comparable and in some cases greater than
the yields available on other permissible investments. Municipal Obligations
generally include debt obligations issued to obtain funds for various public
purposes as well as certain industrial development bonds issued by or on behalf
of public authorities. Municipal Obligations are classified as general
obligation bonds, revenue bonds and notes. General obligation bonds are secured
by the issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable from the revenue derived from
a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise or other specific revenue source, but not from the
general taxing power. Industrial development bonds, in most cases, are revenue
bonds and generally do not carry the pledge of the credit of the issuing
municipality, but generally are guaranteed by the corporate entity on whose
behalf they are issued. Notes are short-term instruments which are obligations
of the issuing municipalities or agencies and are sold in anticipation of a bond
sale, collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities. Municipal
Obligations bear fixed, floating or variable rates of interest, which are
determined in some instances by formulas under which the Municipal Obligation's
interest rate will change directly or inversely to changes in interest rates or
an index, or multiples thereof, in many cases subject to a maximum and minimum.
Certain Municipal Obligations are subject to redemption at a date earlier than
their stated maturity pursuant to call options, which may be separated from the
related Municipal Obligation and purchased and sold separately. Dividends
received by shareholders of the Limited Duration Income Portfolio or Core Income
Portfolio which are attributable to interest income received by it from
Municipal Obligations generally will be subject to Federal income tax. The
Limited Duration Income Portfolio and Core Income Portfolio currently intend to
invest no more than 25% of their respective assets in Municipal Obligations.
However, this percentage may be varied from time to time without shareholder
approval.

Tender Option Bonds--(Tennessee Tax Exempt Bond Portfolio and Limited
Duration Tennessee Tax Free Portfolio) A tender option bond is a Municipal
Obligation (generally held pursuant to a custodial arrangement) having a
relatively long maturity and bearing interest at a fixed rate substantially
higher than prevailing short-term tax exempt rates, that has been coupled with
the agreement of a third party, such as a bank, broker-dealer or other financial
institution, pursuant to which such institution grants the security holders the
option, at periodic intervals, to tender their securities to the institution and
receive the face value thereof. As consideration for providing the option, the
financial institution receives periodic fees equal to the difference between the
Municipal Obligation's fixed coupon rate and the rate, as determined by a
remarketing or similar agent at or near the commencement of such period, that
would cause the securities, coupled with the tender option, to trade at par on
the date of such determination. Thus, after payment of this fee, the security
holder effectively holds a demand obligation that bears interest at the
prevailing short-term tax exempt rate. The Adviser, on behalf of the Portfolio,
will consider on an ongoing basis the creditworthiness of the issuer of the
underlying Municipal Obligation, of any custodian and of the third party
provider of the tender option. In certain instances and for certain tender
option bonds, the option may be terminable in the event of a default in payment
of principal or interest on the underlying Municipal Obligations and for other
reasons. Neither of these Portfolios will invest more than 10% of the value of
its net assets in securities that are illiquid, which would include tender
option bonds as to which it cannot exercise the tender feature on not more than
seven days' notice if there is no secondary market available for these
obligations.

Ratings--Debt securities which are rated Baa by Moody's are considered
medium grade obligations; they are neither highly protected nor poorly secured,
and are considered by Moody's to have speculative characteristics. Debt
securities rated BBB by S&P are regarded as having adequate capacity to pay
interest and repay principal, and while such debt securities ordinarily exhibit
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 securities in this category than in higher rated
categories. Fitch considers the obligor's ability to pay interest and repay
principal on debt securities rated BBB to be adequate; adverse changes in
economic conditions and circumstances, however, are more likely to have an
adverse impact on these debt securities and, therefore, impair timely payment.
Debt securities rated BBB by Duff are considered to have below average
protection factors but still considered sufficient for prudent investment.

Securities rated Ba by Moody's are judged to have speculative elements;
their future cannot be considered as well assured and often the protection of
interest and principal payments may be very moderate. Securities rated BB by
S&P, Fitch or Duff are regarded as having predominantly speculative
characteristics and, while such obligations have less near-term vulnerability to
default than other speculative grade debt, they face major ongoing uncertainties
or exposure to adverse business, financial or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.

The ratings of Moody's, S&P, Fitch and Duff represent their opinions as to
the quality of the obligations which they undertake to rate. Ratings are
relative and subjective and, although ratings may be useful in evaluating the
safety of interest and principal payments, they do not evaluate the market value
risk of such obligations. Although these ratings may be an initial criterion for
selection of portfolio investments, the Adviser also will evaluate such
obligations and the ability of their issuers to pay interest and principal. The
Portfolios will rely on the Adviser's judgment, analysis and experience in
evaluating the creditworthiness of an issuer. In this evaluation, the Adviser
will take into consideration, among other things, the issuer's financial
resources, its sensitivity to economic conditions and trends, the quality of the
issuer's management and regulatory matters.

Investment Company Securities--Each Portfolio may invest in securities
issued by other investment companies which principally invest in securities of
the type in which such Portfolio invests. Under the 1940 Act, a Portfolio's
investment in such securities currently is limited to, subject to certain
exceptions, (i) 3% of the total voting stock of any one investment company, (ii)
5% of such Portfolio's total assets with respect to any one investment company
and (iii) 10% of such Portfolio's total assets in the aggregate. Investments in
the securities of other investment companies will involve duplication of
advisory fees and certain other expenses.

Investment Techniques

Short-Selling--(All Portfolios) Each Portfolio may make short sales
"against the box," a transaction in which the Portfolio enters into a short sale
of a security which it owns. The proceeds of the short sale will be held by a
broker until the settlement date at which time the Portfolio delivers the
security to close the short position. The Portfolio receives the net proceeds
from the short sale. At no time will any of these Portfolios have more than 15%
of the value of its net assets in deposits on short sales against the box. It
currently is anticipated that each of these Portfolios will make short sales
against the box for purposes of protecting the value of its respective net
assets.

Call and Put Options on Specified Securities-- (Capital Growth Portfolio
and Dividend Growth Portfolio) Each of these Portfolios may invest up to 5% of
its total assets, represented by the premium paid, in the purchase of call and
put options in respect of specific securities in which the Portfolio may invest.
Each of these Portfolios may write covered call and put option contracts to the
extent of 15% of the value of its net assets at the time such option contracts
are written. A call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security at the exercise price
at any time during the option period. Conversely, a put option gives the
purchaser of the option the right to sell, and obligates the writer to buy, the
underlying security at the exercise price at any time during the option period.
A covered call option sold by the Portfolio, which is a call option with respect
to which the Portfolio owns the underlying security, exposes the Portfolio
during the term of the option to possible loss of opportunity to realize
appreciation in the market price of the underlying security or to possible
continued holding of a security which might otherwise have been sold to protect
against depreciation in the market price of the security. A covered put option
sold by the Portfolio exposes the Portfolio during the term of the option to a
decline in price of the underlying security. A put option sold by the Portfolio
is covered when, among other things, permissible liquid assets are placed in a
segregated account with the Fund's custodian to fulfill the obligation
undertaken.

To close out a position when writing covered options, the Portfolio
may make a "closing purchase transaction," which involves purchasing an option
on the same security with the same exercise price and expiration date as the
option which it has previously written on the security. To close out a position
as a purchaser of an option, the Portfolio may make a "closing sale
transaction," which involves liquidating its position by selling the option
previously purchased. The Portfolio will realize a profit or loss from a closing
purchase or sale transaction depending upon the difference between the amount
paid to purchase an option and the amount received from the sale thereof.

Stock Index Options--(Capital Growth Portfolio and Dividend Growth
Portfolio) Each of these Portfolios may purchase and write put and call options
on stock indexes listed on national securities exchanges or traded in the
over-the-counter market to the extent of 15% of the value of its net assets. A
stock index fluctuates with changes in the market values of the stocks included
in the index.

The effectiveness of the Portfolio's purchasing or writing stock index
options will depend upon the extent to which price movements in its portfolio
correlate with price movements of the stock index selected. Because the value of
an index option depends upon movements in the level of the index rather than the
price of a particular stock, whether the Portfolio will realize a gain or loss
from the purchase or writing of options on an index depends upon movements in
the level of stock prices in the stock market generally or, in the case of
certain indexes, in an industry or market segment, rather than movements in the
price of a particular stock. Accordingly, successful use by the Portfolio of
options on stock indexes will be subject to the Adviser's ability to predict
correctly movements in the direction of the stock market generally or of a
particular industry. This requires different skills and techniques than
predicting changes in the price of individual stocks.

When the Portfolio writes an option on a stock index, it will place in a
segregated account with the Fund's custodian permissible liquid assets in an
amount at least equal to the market value of the underlying stock index and will
maintain the account while the option is open or will otherwise cover the
transaction.

Futures Transactions--In General--(Capital Growth Portfolio, Dividend
Growth Portfolio, Tennessee Tax Exempt Bond Portfolio and Limited Duration
Tennessee Tax Free Portfolio) None of these Portfolios will be a commodity pool.
However, as a substitute for a comparable market position in the underlying
securities or for hedging purposes, each of these Portfolios may engage in
futures and options on futures transactions, as described below.

The commodities transactions of each of these Portfolios must constitute
bona fide hedging or other permissible transactions pursuant to regulations
promulgated by the Commodity Futures Trading Commission. In addition, none of
these Portfolios may engage in such transactions if the sum of the amount of
initial margin deposits and premiums paid for unexpired commodity options, other
than for bona fide hedging transactions, would exceed 5% of the liquidation
value of the Portfolio's total assets, after taking into account unrealized
profits and unrealized losses on such contracts it has entered into; provided,
however, that in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in calculating the 5%.
Pursuant to regulations and/or published positions of the Securities and
Exchange Commission, each of these Portfolios may be required to segregate
permissible liquid assets in connection with its commodities transactions in an
amount at least equal to the value of the underlying commodity.

Initially, when purchasing or selling futures contracts a Portfolio will be
required to deposit with the Fund's custodian in the broker's name an amount of
cash or cash equivalents up to approximately 10% of the contract amount. This
amount is subject to change by the exchange or board of trade on which the
contract is traded and members of such exchange or board of trade may impose
their own higher requirements. This amount is known as "initial margin" and is
in the nature of a performance bond or good faith deposit on the contract which
is returned to the Portfolio upon termination of the futures position, assuming
all contractual obligations have been satisfied. Subsequent payments, known as
"variation margin," to and from the broker will be made daily as the price of
the index or securities underlying the futures contract fluctuates, making the
long and short positions in the futures contract more or less valuable, a
process known as "marking-to-market." At any time prior to the expiration of a
futures contract, the Portfolio may elect to close the position by taking an
opposite position, at the then prevailing price, which will operate to terminate
its existing position in the contract.

Although each of these Portfolios intends to purchase or sell futures
contracts only if there is an active market for such contracts, no assurance can
be given that a liquid market will exist for any particular contract at any
particular time. Many futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a single trading day.
Once the daily limit has been reached in a particular contract, no trades may be
made that day at a price beyond that limit or trading may be suspended for
specified periods during the trading day. Futures contract prices could move to
the limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and potentially
subjecting the relevant Portfolio to substantial losses. If it is not possible,
or the Portfolio determines not, to close a futures position in anticipation of
adverse price movements, it will be required to make daily cash payments of
variation margin. In such circumstances, an increase in the value of the portion
of the portfolio being hedged, if any, may offset partially or completely losses
on the futures contract. However, no assurance can be given that the price of
the securities being hedged will correlate with the price movements in a futures
contract and thus provide an offset to losses on the futures contract.

To the extent a Portfolio is engaging in a futures transaction as a hedging
device, because of the risk of an imperfect correlation between securities in a
portfolio that are the subject of a hedging transaction and the futures contract
used as a hedging device, it is possible that the hedge will not be fully
effective if, for example, losses on the portfolio securities exceed gains on
the futures contract or losses on the futures contract exceed gains on the
portfolio securities. for futures contracts based on indexes, the risk of
imperfect correlation increases as the composition of a Portfolio's investments
varies from the composition of the index. In an effort to compensate for the
imperfect correlation of movements in the price of the securities being hedged
and movements in the price of futures contracts, the Portfolio may buy or sell
futures contracts in a greater or lesser dollar amount than the dollar amount of
the securities being hedged if the historical volatility of the futures contract
has been less or greater than that of the securities. Such "over hedging" or
"under hedging" may adversely affect the Portfolio's net investment results if
market movements are not as anticipated when the hedge is established.

Successful use of futures by a Portfolio also is subject to the Adviser's
ability to predict correctly movements in the direction of the market or
interest rates. For example, if a Portfolio has hedged against the possibility
of a decline in the market adversely affecting the value of securities held in
its portfolio and prices increase instead, such Portfolio will lose part or all
of the benefit of the increased value of securities which it has hedged because
it will have offsetting losses in its futures positions. Furthermore, if in such
circumstances the Portfolio has insufficient cash, it may have to sell
securities to meet daily variation margin requirements. The Portfolio may have
to sell such securities at a time when it may be disadvantageous to do so.

An option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the option exercise period. The
writer of the option is required upon exercise to assume an offsetting futures
position (a short position if the option is a call and a long position if the
option is a put). Upon exercise of the option, the assumption of offsetting
futures positions by the writer and holder of the option will be accompanied by
delivery of the accumulated cash balance in the writer's futures margin account
which represents the amount by which the market price of the futures contract,
at exercise, exceeds, in the case of a call, or is less than, in the case of a
put, the exercise price of the option on the futures contract.

Call options sold by a Portfolio with respect to futures contracts will be
covered by, among other things, entering into a long position in the same
contract at a price no higher than the strike price of the call option, or by
ownership of the instruments underlying, or instruments the prices of which are
expected to move relatively consistently with, the instruments underlying the
futures contract. Put options sold by a Portfolio with respect to futures
contracts will be covered in the same manner as put options on specific
securities as described above.

Stock Index Futures and Options on Stock Index Futures--(Capital
Growth Portfolio and Dividend Growth Portfolio) Each of these Portfolios may
purchase and sell stock index futures contracts and options on stock index
futures contracts to the extent of 15% of the value of its net assets.

A stock index future obligates the seller to deliver (and the
purchaser to take) an amount of cash equal to a specific dollar amount times the
difference between the value of a specific stock index at the close of the last
trading day of the contract and the price at which the agreement is made. No
physical delivery of the underlying stocks in the index is made. With respect to
stock indexes that are permitted investments, each of these Portfolios intends
to purchase and sell futures contracts on the stock index for which it can
obtain the best price with consideration also given to liquidity.

Each of these Portfolios may use index futures as a substitute for a
comparable market position in the underlying securities.

Interest Rate Futures Contracts and Options on Interest Rate Futures
Contracts--(Tennessee Tax Exempt Bond Portfolio and Limited Duration Tennessee
Tax Free Portfolio) Each of these Portfolios may invest in interest rate futures
contracts and options on interest rate futures contracts as a substitute for a
comparable market position and to hedge against adverse movements in interest
rates to the extent of 15% of the value of its net assets.

To the extent the Portfolio has invested in interest rate futures contracts
or options on interest rate futures contracts as a substitute for a comparable
market position, the Portfolio will be subject to the same investment risks had
it purchased the securities underlying the contract.

Each of these Portfolios may purchase call options on interest rate
futures contracts to hedge against a decline in interest rates and may purchase
put options on interest rate futures contracts to hedge its portfolio securities
against the risk of rising interest rates. The Portfolio may sell call options
on interest rate futures contracts to partially hedge against declining prices
of portfolio securities. The Portfolio may sell put options on interest rate
futures contracts to hedge against increasing prices of the securities which are
deliverable upon exercise of the futures contracts.

Each of these Portfolios also may sell options on interest rate
futures contracts as part of closing purchase transactions to terminate its
options positions. No assurance can be given that such closing transactions can
be effected or the degree of correlation between price movements in the options
on interest rate futures and price movements in the Portfolio's investment
securities which are the subject of the hedge.

Lending Portfolio Securities--(All Portfolios) From time to time, each
Portfolio may lend securities from its investment portfolio to brokers, dealers
and other financial institutions needing to borrow securities to complete
certain transactions. Such loans may not exceed 33 1/3% of the value of the
relevant Portfolio's total assets. In connection with such loans, each Portfolio
will receive collateral consisting of cash or U.S. Government securities which
will be maintained at all times in an amount equal to at least 100% of the
current market value of the loaned securities. Each Portfolio can increase its
income through the investment of such collateral. Each Portfolio continues to be
entitled to payments in amounts equal to the dividends, interest and other
distributions payable on the loaned security and receives interest on the amount
of the loan. Such loans will be terminable at any time upon specified notice. A
Portfolio might experience risk of loss if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement with such
Portfolio.

Forward Commitments--(All Portfolios) Each Portfolio may purchase
securities on a when-issued or forward commitment basis, which means that the
price is fixed at the time of commitment, but delivery and payment ordinarily
take place a number of days after the date of the commitment to purchase. Each
Portfolio will make commitments to purchase such securities only with the
intention of actually acquiring the securities, but the Portfolio may sell these
securities before the settlement date if it is deemed advisable. The Portfolio
will not accrue income in respect of a security purchased on a forward
commitment basis prior to its stated delivery date.

Borrowing Money--(All Portfolios) As a fundamental policy, each Portfolio
is permitted to borrow money in an amount up to 33 1/3% of the value of its
total assets. However, each Portfolio currently intends to borrow money only for
temporary or emergency (not leveraging) purposes, in an amount up to 33 1/3% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount borrowed)
at the time the borrowing is made. While borrowings exceed 5% of a Portfolio's
total assets, such Portfolio will not make any investments.

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and in the Fund's
official sales literature in connection with the offer of the Fund's shares,
and, if given or made, such other information or representations must not be
relied upon as having been authorized by the Fund. This Prospectus does not
constitute an offer in any State in which, or to any person to whom, such
offering may not lawfully be made.

<PAGE>

THE INFINITY MUTUAL FUNDS, INC.
AMERISTAR FUNDS
CAPITAL GROWTH PORTFOLIO
DIVIDEND GROWTH PORTFOLIO
LIMITED DURATION U.S. GOVERNMENT PORTFOLIO
LIMITED DURATION INCOME PORTFOLIO
LIMITED DURATION TENNESSEE TAX FREE PORTFOLIO
CORE INCOME PORTFOLIO
TENNESSEE TAX EXEMPT BOND PORTFOLIO
CLASS A SHARES, CLASS B SHARES AND TRUST SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
JANUARY __, 1998

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus for
Class A Shares and Trust Shares or for Class B Shares, as the case may be, of
the AmeriStar Portfolios listed above (each, a "Portfolio" and collectively, the
"Portfolios") of The Infinity Mutual Funds, Inc. (the "Fund"), dated January __,
1998, as each may be revised from time to time. To obtain a copy of the relevant
Prospectus, please write to the Fund at 3435 Stelzer Road, Columbus, Ohio
43219-3035. This Statement of Additional Information relates only to the
Portfolios and not to any of the Fund's other portfolios.

First American National Bank (the "Adviser") serves as each Portfolio's
investment adviser.

BISYS Fund Services Limited Partnership ("BISYS") serves as each
Portfolio's administrator and distributor.

TABLE OF CONTENTS
PAGE
Investment Objectives and Management Policies...................... B-2
Management of the Fund............................................. B-22
Management Arrangements............................................ B-24
Purchase and Redemption of Shares.................................. B-28
Determination of Net Asset Value................................... B-32
Performance Information............................................ B-34
Dividends, Distributions and Taxes................................. B-38
Portfolio Transactions............................................. B-40
Information About the Portfolios................................... B-42
Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors.......................... B-44
Financial Statements............................................... B-44
Appendix........................................................... B-45
<PAGE>
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTIONS IN EACH PROSPECTUS ENTITLED "DESCRIPTION OF THE PORTFOLIOS"
AND "APPENDIX."

PORTFOLIO SECURITIES

BANK OBLIGATIONS. (All Portfolios, except the Limited Duration U.S.
Government Portfolio) Domestic commercial banks organized under Federal law are
supervised and examined by the Comptroller of the Currency and are required to
be members of the Federal Reserve System and to have their deposits insured by
the Federal Deposit Insurance Corporation (the "FDIC"). Domestic banks organized
under state law are supervised and examined by state banking authorities but are
members of the Federal Reserve System only if they elect to join. In addition,
state banks whose certificates of deposit ("CDs") may be purchased by the
Portfolio are insured by the Bank Insurance Fund administered by the FDIC
(although such insurance may not be of material benefit to the Portfolio,
depending upon the principal amount of the CDs of each bank held by the
Portfolio) and are subject to Federal examination and to a substantial body of
Federal law and regulation. As a result of Federal and state laws and
regulations, domestic branches of domestic banks, among other things, are
generally required to maintain specified levels of reserves, and are subject to
other supervision and regulation designed to promote financial soundness.

Obligations of foreign branches of domestic banks, foreign subsidiaries of
domestic banks and domestic branches of foreign banks, such as CDs and time
deposits ("TDs"), may be general obligations of the parent banks in addition to
the issuing branch, or may be limited by the terms of a specific obligation or
governmental regulation. Such obligations are subject to different risks than
are those of domestic banks. These risks include foreign economic and political
developments, foreign governmental restrictions that may adversely affect
payment of principal and interest on the obligations, foreign exchange controls
and foreign withholding and other taxes on interest income. Foreign branches and
subsidiaries are not necessarily subject to the same or similar regulatory
requirements that apply to domestic banks, such as mandatory reserve
requirements, loan limitations, and accounting, auditing and financial
recordkeeping requirements. In addition, less information may be publicly
available about a foreign branch of a domestic bank or about a foreign bank than
about a domestic bank. If a domestic bank with deposits insured by the FDIC
becomes insolvent, unsecured deposits and other general obligations of such
bank's foreign branches will be subordinated to the receivership expenses of the
FDIC and such bank's domestic deposits and would be subject to the loss of
principal to a greater extent than such bank's domestic branch deposits.

Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by Federal and state
regulation as well as governmental action in the country in which the foreign
bank has its head office. In addition, Federal branches licensed by the
Comptroller of the Currency and branches licensed by certain states ("State
Branches") may be required to: (1) pledge to the regulator, by depositing assets
with a designated bank within the state, a certain percentage of their assets as
fixed from time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a specified percentage of
the aggregate amount of liabilities of the foreign bank payable at or through
all of its agencies or branches within the state. The deposits of Federal and
State Branches generally must be insured by the FDIC if such branches take
deposits of less than $100,000.

In view of the foregoing factors associated with the purchase of CDs and
TDs issued by foreign branches of domestic banks, by foreign subsidiaries of
domestic banks, or by domestic branches of foreign banks, the Adviser carefully
evaluates such investments on a case-by-case basis.

Each Portfolio may purchase CDs issued by banks, savings and loan
associations and similar thrift institutions with less than $1 billion in
assets, which are members of the FDIC, provided such Portfolio purchases any
such CD in a principal amount of not more than $100,000, which amount would be
fully insured by the Bank Insurance Fund or the Savings Association Insurance
Fund administered by the FDIC. Interest payments on such a CD are not insured by
the FDIC. No Portfolio will own more than one such CD per such issuer.

REPURCHASE AGREEMENTS. (All Portfolios) Each Portfolio may enter into
repurchase agreements. The Fund's custodian or sub-custodian employed in
connection with third-party repurchase transactions will have custody of, and
will hold in a segregated account, securities acquired by a Portfolio under a
repurchase agreement. In connection with its third-party repurchase
transactions, the Fund will employ only eligible sub-custodians that meet the
requirements set forth in Section 17(f) of the Investment Company Act of 1940,
as amended (the "1940 Act"). Repurchase agreements are considered by the staff
of the Securities and Exchange Commission to be loans by the Portfolio entering
into them. In an attempt to reduce the risk of incurring a loss on a repurchase
agreement, each Portfolio will enter into repurchase agreements only with
registered or unregistered securities dealers or banks with total assets in
excess of one billion dollars or primary government securities dealers reporting
to the Federal Reserve Bank of New York, with respect to securities of the type
in which such Portfolio may invest or government securities regardless of their
remaining maturities, and will require that additional securities be deposited
with it if the value of the securities purchased should decrease below resale
price. The Adviser will monitor on an ongoing basis the value of the collateral
to assure that it always equals or exceeds the repurchase price. Each Portfolio
will consider on an ongoing basis the creditworthiness of the institutions with
which it enters into repurchase agreements.

ILLIQUID SECURITIES. (All Portfolios) Where a substantial market of
qualified institutional buyers has developed for certain restricted securities
purchased by the Fund pursuant to Rule 144A under the Securities Act of 1933, as
amended, the Fund intends to treat such securities as liquid securities in
accordance with procedures approved by the Fund's Board. Because it is not
possible to predict with assurance how the market for specific restricted
securities sold pursuant to Rule 144A will develop, the Fund's Board has
directed the Adviser to monitor carefully each Portfolio's investments in such
securities with particular regard to trading activity, availability of reliable
price information and other relevant information. To the extent that, for a
period of time, qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, a Portfolio's investing in such securities may
have the effect of increasing the level of illiquidity in its investment
portfolio during such period.

FORWARD COMMITMENTS. (All Portfolios) Securities purchased on a forward
commitment or when-issued basis are subject to changes in value (generally
changing in the same way, i.e., appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated, in the level of
interest rates. Securities purchased on a forward commitment or when-issued
basis may expose the Portfolio to risks because they may experience such
fluctuations prior to their actual delivery. Purchasing securities on a
when-issued basis can involve the additional risk that the yield available in
the market when the delivery takes place actually may be higher than that
obtained in the transaction itself. Purchasing securities on a forward
commitment or when-issued basis when the Portfolio is fully or almost fully
invested may result in greater potential fluctuation in the value of the
Portfolio's net assets and its net asset value per share.

MORTGAGE-RELATED SECURITIES. (Core Income Portfolio, Capital Growth
Portfolio, Dividend Growth Portfolio and Limited Duration Income Portfolio)
Mortgage-related securities are a form of Derivative collateralized by pools of
commercial or residential mortgages. Pools of mortgage loans are assembled as
securities for sale to investors by various governmental, government-related and
private organizations. These securities may include complex instruments such as
collateralized mortgage obligations and stripped mortgage-backed securities,
mortgage pass-through securities, interests in REMICs or other kinds of
mortgage-backed securities, including those with fixed, floating and variable
interest rates, those with interest rates that change based on multiples of
changes in a specified index of interest rates and those with interest rates
that change inversely to changes in interest rates.

GOVERNMENT AGENCY SECURITIES--Mortgage-related securities issued by the
Government National Mortgage Association ("GNMA") include GNMA Mortgage
Pass-Through Certificates (also known as "Ginnie Maes") which are guaranteed as
to the timely payment of principal and interest by GNMA and such guarantee is
backed by the full faith and credit of the United States. GNMA is a wholly-owned
U.S. Government corporation within the department of Housing and Urban
Development. GNMA certificates also are supported by the authority of GNMA to
borrow funds from the U.S. Treasury to make payments under its guarantee.

GOVERNMENT RELATED SECURITIES--Mortgage-related securities issued by the Federal
National Mortgage Association ("FNMA") include FNMA Guaranteed Mortgage
Pass-Through Certificates (also known as "Fannie Maes") which are solely the
obligations of the FNMA and are not backed by or entitled to the full faith and
credit of the Untied States. The FNMA is a government-sponsored organization
owned entirely by private stockholders. Fannie Maes are guaranteed as to timely
payment of principal and interest by FNMA.

Mortgage-related securities issued by the Federal Home Loan Mortgage
Corporation ("FHLMC") include FHLMC Mortgage Participation Certificates (also
known as "Freddie Macs" or "PCs"). The FHLMC is a corporate instrumentality of
the United States created pursuant to an Act of Congress, which is owned
entirely by Federal Home Loan Banks. Freddie Macs are not guaranteed by the
United States or by any Federal Home Loan Bank and do not constitute a debt or
obligation of the United States or of any Federal Home Loan Bank. Freddie Macs
entitle the holder to timely payment of interest, which is guaranteed by the
FHLMC. The FHLMC guarantees either ultimate collection or timely payment of all
principal payments on the underlying mortgage loans. When the FHLMC does not
guarantee timely payment of principal, FHLMC may remit the amount due on account
of its guarantee of ultimate payment of principal at any time after default on
an underlying mortgage, but in no event later than one year after it becomes
payable.

PRIVATE ENTITY SECURITIES--These mortgage-related securities are issued by
commercial banks, savings and loan institutions, mortgage bankers, private
mortgage insurance companies and other non-governmental issuers. Timely payment
of principal and interest on mortgage-related securities backed by pools created
by non-governmental issuers often is supported partially by various forms of
insurance or guarantees, including individual loan, title, pool and hazard
insurance. The insurance and guarantees are issued by government entities,
private insurers and the mortgage poolers. There can be no assurance that the
private insurers or mortgage poolers can meet their obligations under the
policies, so that if the issuers default on their obligations the holders of the
security could sustain a loss. No insurance or guarantee covers the Portfolio or
the price of the Portfolio's shares. Mortgage-related securities issued by non-
governmental issuers generally offer a higher rate of interest than
government-agency and government-related securities because there are no direct
or indirect government guarantees of payment.

COMMERCIAL MORTGAGE-RELATED SECURITIES--Commercial mortgage-related securities
generally are multi-class debt or pass-through certificates secured by mortgage
loans on commercial properties. These mortgage-related securities generally are
structured to provide protection to the senior classes investors against
potential losses on the underlying mortgage loans. This protection generally is
provided by having the holders of subordinated classes of securities
("Subordinated Securities") take the first loss if there are defaults on the
underlying commercial mortgage loans. Other protection, which may benefit all of
the classes or particular classes, may include issuer guarantees, reserve funds,
additional Subordinated Securities, cross-collateralization and
over-collateralization.

Each of these Portfolios may invest in Subordinated Securities issued or
sponsored by commercial banks, savings and loan institutions, mortgage bankers,
private mortgage insurance companies and other non-governmental issuers.
Subordinated Securities have no governmental guarantee, and are subordinated in
some manner as to the payment of principal and/or interest to the holders of
more senior mortgage-related securities arising out of the same pool of
mortgages. The holders of Subordinated Securities typically are compensated with
a higher stated yield than are the holders of more senior mortgage-related
securities. On the other hand, Subordinated Securities typically subject the
holder to greater risk than senior mortgage-related securities and tend to be
rated in a lower rating category, and frequently a substantially lower rating
category, than the senior mortgage- related securities issued in respect of the
same pool of mortgage. Subordinated Securities generally are likely to be more
sensitive to changes in prepayment and interest rates and the market for such
securities may be less liquid than is the case for traditional fixed-income
securities and senior mortgage- related securities.

The market for commercial mortgage-related securities developed more
recently and in terms of total outstanding principal amount of issues is
relatively small compared to the market for residential single-family
mortgage-related securities. In addition, commercial lending generally is viewed
as exposing the lender to a greater risk of loss than one- to four-family
residential lending. Commercial lending, for example, typically involves larger
loans to single borrowers or groups of related borrowers than residential one-
to four-family mortgage loans. In addition, the repayment of loans secured by
income producing properties typically is dependent upon the successful operation
of the related real estate project and the cash flow generated therefrom.
Consequently, adverse changes in economic conditions and circumstances are more
likely to have an adverse impact on mortgage-related securities secured by loans
on commercial properties than on those secured by loans on residential
properties.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS")--A CMO is a multiclass bond backed
by a pool of mortgage pass-through certificates or mortgage loans. CMOs may be
collateralized by (a) Ginnie Mae, Fannie Mae, or Freddie Mac pass-through
certificates, (b) unsecuritized mortgage loans insured by the Federal Housing
Administration or guaranteed by the Department of Veterans' Affairs, (c)
unsecuritized conventional mortgages, (d) other mortgage-related securities, or
(e) any combination thereof. Each class of CMOs, often referred to as a
"tranche," is issued at a specific coupon rate and has a stated maturity or
final distribution date. Principal prepayments on collateral underlying a CMO
may cause it to be retired substantially earlier than the stated maturities or
final distribution dates. The principal and interest on the underlying mortgages
may be allocated among the several classes of a series of a CMO in many ways.
One or more tranches of a CMO may have coupon rates which reset periodically at
a specified increment over an index, such as the London Interbank Offered Rate
("LIBOR") (or sometimes more than one index). These floating rate CMOs typically
are issued with lifetime caps on the coupon rate thereon. Each of these
Portfolios also may invest in inverse floating rate CMOs. Inverse floating rate
CMOs constitute a tranche of a CMO with a coupon rate that moves in the reverse
direction to an applicable index such a LIBOR. Accordingly, the coupon rate
thereon will increase as interest rates decrease. Inverse floating rate CMOs are
typically more volatile than fixed or floating rate tranches of CMOs.

Many inverse floating rate CMOs have coupons that move inversely to a
multiple of the applicable indexes. The effect of the coupon varying inversely
to a multiple of an applicable index creates a leverage factor. Inverse floaters
based on multiples of a stated index are designed to be highly sensitive to
changes in interest rates and can subject the holders thereof to extreme
reductions of yield and loss of principal. The markets for inverse floating rate
CMOs with highly leveraged characteristics at times may be very thin. The
Portfolio's ability to dispose of its positions in such securities will depend
on the degree of liquidity in the markets for such securities. It is impossible
to predict the amount of trading interest that may exist in such securities, and
therefore the future degree of liquidity.

STRIPPED MORTGAGE-BACKED SECURITIES--Each of these Portfolios also may invest in
stripped mortgage-backed securities. Stripped mortgage-backed securities are
created by segregating the cash flows from underlying mortgage loans or mortgage
securities to create two or more new securities, each with a specified
percentage of the underlying security's principal or interest payments. Mortgage
securities may be partially stripped so that each investor class receives some
interest and some principal. When securities are completely stripped, however,
all of the interest is distributed to holders of one type of security, known as
an interest-only security, or IO, and all of the principal is distributed to
holders of another type of security known as a principal-only security, or PO.
Strips can be created in a pass- through structure or as tranches of a CMO. The
yields to maturity on IOs and POs are very sensitive to the rate of principal
payments (including prepayments) on the related underlying mortgage assets. If
the underlying mortgage assets experience greater than anticipated prepayments
of principal, the Portfolio may not fully recoup its initial investment in IOs.
Conversely, if the underlying mortgage assets experience less than anticipated
prepayments of principal, the yield on POs could be materially and adversely
affected.

REAL ESTATE INVESTMENT TRUSTS--A REIT is a corporation, or a business trust that
would otherwise be taxed as a corporation, which meets the definitional
requirements of the Internal Revenue Code of 1986, as amended (the "Code"). The
Code permits a qualifying REIT to deduct dividends paid, thereby effectively
eliminating corporate level Federal income tax and making the REIT a
pass-through vehicle for Federal income tax purposes. To meet the definitional
requirements of the Code, a REIT must, among other things, invest substantially
all of its assets in interests in real estate (including mortgages and other
REITs) or cash and government securities, derive most of its income from rents
from real property or interest on loans secured by mortgages on real property,
and distribute to shareholders annually a substantial portion of its otherwise
taxable income.

REITs are characterized as equity REITs, mortgage REITs and hybrid REITs.
Equity REITs, which may include operating or finance companies, own real estate
directly and the value of, and income earned by, the REITs depends upon the
income of the underlying properties and the rental income they earn. Equity
REITs also can realize capital gains (or losses) by selling properties that have
appreciated (or depreciated) in value. Mortgage REITs can make construction,
development or long-term mortgage loans and are sensitive to the credit quality
of the borrower. Mortgage REITs derive their income from interest payments on
such loans. Hybrid REITs combine the characteristics of both equity and mortgage
REITs, generally by holding both ownership interests and mortgage interests in
real estate. The value of securities issued by REITs are affected by tax and
regulatory requirements and by perceptions of management skill. They also are
subject to heavy cash flow dependency, defaults by borrowers or tenants,
self-liquidation and the possibility of failing to qualify for tax-free status
under the Code or to maintain exemption from the 1940 Act.

ADJUSTABLE-RATE MORTGAGE LOANS ("ARMS")--ARMs eligible for inclusion in a
mortgage pool will generally provide for a fixed initial mortgage interest rate
for a specified period of time, generally for either the first three, six,
twelve, thirteen, thirty-six, or sixty scheduled monthly payments. Thereafter,
the interest rates are subject to periodic adjustment based on changes in an
index. ARMs typically have minimum and maximum rates beyond which the mortgage
interest rate may not vary over the lifetime of the loans. Certain ARMs provide
for additional limitations on the maximum amount by which the mortgage interest
rate may adjust for any single adjustment period. Negatively amortizing ARMs
may provide limitations on changes in the required monthly payment. Limitations
on monthly payments can result in monthly payments that are greater or less than
the amount necessary to amortize a negatively amortizing ARM by its maturity at
the interest rate in effect during any particular month.

OTHER MORTGAGE-RELATED SECURITIES--Other mortgage-related securities include
securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on real property, including CMO residuals. Other mortgage-related securities may
be equity or debt securities issued by agencies or instrumentalities of the U.S.
Government or by private originators of, or investors in, mortgage loans,
including savings and loan associations, homebuilders, mortgage banks,
commercial banks, investment banks, partnerships, trusts and special purpose
entities of the foregoing.

STANDARD & POOR'S DEPOSITARY RECEIPTS. (Capital Growth Portfolio and
Dividend Growth Portfolio) These securities, commonly referred to as "spiders,"
represent an interest in a fixed portfolio of common stocks designed to track
the price and dividend yield performance of the Standard & Poor's 500 Index or
the Standard & Poor's MidCap 400 Index, as the case may be.

MUNICIPAL OBLIGATIONS. (Core Income Portfolio, Limited Duration Income
Portfolio, Limited Duration Tennessee Tax Free Portfolio and Tennessee Tax
Exempt Bond Portfolio) The term "Municipal Obligations" generally includes debt
obligations issued to obtain funds for various public purposes, including the
construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, schools, streets and water
and sewer works. Other public purposes for which Municipal Obligations may be
issued include refunding outstanding obligations, obtaining funds for general
operating expenses and lending such funds to other public institutions and
facilities. In addition, certain types of industrial development bonds are
issued by or on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated housing
facilities, sports facilities, convention or trade show facilities, airport,
mass transit, industrial, port or parking facilities, air or water pollution
control facilities and certain local facilities for water supply, gas,
electricity, or sewage or solid waste disposal; the interest paid on such
obligations may be exempt from Federal income tax, although current tax laws
place substantial limitations on the size of such issues. There are, of course,
variations in the security of Municipal Obligations, both within a particular
classification and between classifications.

Floating and variable rate demand notes and bonds are tax exempt
obligations ordinarily having stated maturities in excess of one year, but which
permit the holder to demand payment of principal at any time, or at specified
intervals. The issuer of such obligations ordinarily has a corresponding right,
after a given period, to prepay in its discretion the outstanding principal
amount of the obligations plus accrued interest upon a specified number of days'
notice to the holders thereof. The interest rate on a floating rate demand
obligation is based on a known lending rate, such as a bank's prime rate, and is
adjusted automatically each time such rate is adjusted. The interest rate on a
variable rate demand obligation is adjusted automatically at specified
intervals.

The yields on Municipal Obligations are dependent on a variety of factors,
including general economic and monetary conditions, money market factors,
conditions in the Municipal Obligations market, size of a particular offering,
maturity of the obligation and rating of the issue. The imposition of the
advisory and administration fees, as well as other operating expenses, will have
the effect of reducing the yield to investors.

Each of the Tennessee Tax Exempt Bond Portfolio and Limited Duration
Tennessee Tax Free Portfolio may invest up to 5% of the value of its total
assets in municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations"). Lease obligations have special
risks not ordinarily associated with Municipal Obligations. Although lease
obligations do not constitute general obligations of the municipality for which
the municipality's taxing power is pledged, a lease obligation ordinarily is
backed by the municipality's covenant to budget for, appropriate and make the
payments due under the lease obligation. Certain lease obligations in which
these Portfolios may invest may contain "non-appropriation" clauses which
provide that the municipality has no obligation to make lease payments in future
years unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease obligations are secured by the leased property,
disposition of the leased property in the event of foreclosure might prove
difficult. In addition, no assurance can be given as to the liquidity of certain
lease obligations. The staff of the Securities and Exchange Commission currently
considers certain lease obligations to be illiquid. The Fund's Board of
Directors has established guidelines for the Adviser to determine the liquidity
and appropriate valuation of lease obligations based on factors which include:
(1) the frequency of trades and quotes for the lease obligation or similar
securities; (2) the number of dealers willing to purchase or sell the lease
obligation or similar securities and the number of other potential buyers; (3)
the willingness of dealers to undertake to make a market in the security or
similar securities; and (4) the nature of the marketplace trades, including the
time needed to dispose of the security, the method of soliciting offers, and the
mechanics of transfer.

Each of the Tennessee Tax Exempt Bond Portfolio and Limited Duration
Tennessee Tax Free Portfolio will purchase tender option bonds only when it is
satisfied that the custodial and tender option arrangements, including the fee
payment arrangements, will not adversely affect the tax exempt status of the
underlying Municipal Obligations and that payment of any tender fees will not
have the effect of creating taxable income for the Portfolio. Based on the
tender option bond agreement, each of these Portfolios expects to be able to
value the tender option bond at par; however, the value of the instrument will
be monitored to assure that is valued at fair value.

RATINGS OF MUNICIPAL OBLIGATIONS. Subsequent to its purchase by a
Portfolio, an issue of rated Municipal Obligations may cease to be rated or its
rating may be reduced below the minimum required for purchase by the Portfolio.
Neither event will require the sale of such Municipal Obligations by the
Portfolio, but the Adviser will consider such event in determining whether the
Portfolio should continue to hold the Municipal Obligations. To the extent that
the ratings given by Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's Ratings Group ("S&P") or Fitch Investors Service, L.P. ("Fitch") for
Municipal Obligations may change as a result of changes in such organizations or
their rating systems, the Portfolio will attempt to use comparable ratings as
standards for its investments in accordance with the investment policies
contained in the relevant Portfolio's Prospectus and this Statement of
Additional Information. The ratings of Moody's, S&P and Fitch represent their
opinions as to the quality of the Municipal Obligations which they undertake to
rate. It should be emphasized, however, that ratings are relative and subjective
and are not absolute standards of quality. Although these ratings may be an
initial criterion for selection of portfolio investments, the Adviser also will
evaluate these securities and the creditworthiness of the issuers of such
securities based upon financial and other available information.

The average distribution of investments (at value) in Municipal Obligations
by ratings for the fiscal year ended December 31, 1996 computed on a monthly
basis, for the Tennessee Tax Exempt Bond Portfolio was as follows:

MOODY'S FITCH S&P PERCENTAGE OF VALUE

Aaa AAA AAA 58.73%
Aa AA AA 41.27%
-------
100.00%

MANAGEMENT POLICIES

OPTIONS TRANSACTIONS. (Capital Growth Portfolio and Dividend Growth
Portfolio) Each of the Capital Growth Portfolio and Dividend Growth Portfolio
may engage in options transactions, such as purchasing or writing covered call
or put options. The principal reason for the Portfolio writing covered call
options is to realize, through the receipt of premiums, a greater return than
would be realized on its portfolio securities alone. In return for a premium,
the writer of a covered call option forfeits the right to any appreciation in
the value of the underlying security above the strike price for the life of the
option (or until a closing purchase transaction can be effected). Nevertheless,
the call writer retains the risk of a decline in the price of the underlying
security. Similarly, the principal reason for writing covered put options is to
realize income in the form of premiums. The writer of a covered put option
accepts the risk of a decline in the price of the underlying security. The size
of the premiums that the Portfolio may receive may be adversely affected as new
or existing institutions, including other investment companies, engage in or
increase their option- writing activities.

Options written ordinarily will have expiration dates between one and nine
months from the date written. The exercise price of the options may be below,
equal to or above the market values of the underlying securities at the time the
options are written. In the case of call options, these exercise prices are
referred to as "in-the-money," "at-the-money" and "out-of-the- money,"
respectively. The Portfolio may write (a) in-the-money call options when the
Adviser expects that the price of the underlying security will remain stable or
decline moderately during the option period, (b) at-the-money call options when
the Adviser expects that the price of the underlying security will remain stable
or advance moderately during the option period and (c) out-of-the-money call
options when the Adviser expects that the premiums received from writing the
call option plus the appreciation in market price of the underlying security up
to the exercise price will be greater than the appreciation in the price of the
underlying security alone. In these circumstances, if the market price of the
underlying security declines and the security is sold at this lower price, the
amount of any realized loss will be offset wholly or in part by the premium
received. Out-of-the- money, at-the-money and in-the-money put options (the
reverse of call options as to the relation of exercise price to market price)
may be utilized in the same market environments that such call options are used
in equivalent transactions.

So long as the Portfolio's obligation as the writer of an option continues,
it may be assigned an exercise notice by the broker-dealer through which the
option was sold, requiring it to deliver, in the case of a call, or take
delivery of, in the case of a put, the underlying security against payment of
the exercise price. This obligation terminates when the option expires or the
Portfolio effects a closing purchase transaction. The Portfolio can no longer
effect a closing purchase transaction with respect to an option once it has been
assigned an exercise notice.

While it may choose to do otherwise, the Portfolio generally will purchase
or write only those options for which the Adviser believes there is an active
secondary market so as to facilitate closing transactions. There is no assurance
that sufficient trading interest to create a liquid secondary market on a
securities exchange will exist for any particular option or at any particular
time, and for some options no such secondary market may exist. A liquid
secondary market in an option may cease to exist for a variety of reasons. In
the past, for example, higher than anticipated trading activity or order flow,
or other unforeseen events, at times have rendered certain clearing facilities
inadequate and resulted in the institution of special procedures, such as
trading rotations, restrictions on certain types of orders or trading halts or
suspensions in one or more options. There can be no assurance that similar
events, or events that otherwise may interfere with the timely execution of
customers' orders, will not recur. In such event, it might not be possible to
effect closing transactions in particular options. If, as a covered call option
writer, the Portfolio is unable to effect a closing purchase transaction in a
secondary market, it will not be able to sell the underlying security until the
option expires or it delivers the underlying security upon exercise or it
otherwise covers its position.

The Portfolio intends to treat options in respect of specific securities
that are not traded on a national securities exchange and the securities
underlying covered call options written by the Portfolio as illiquid securities.

Each of these Portfolios will purchase options only to the extent permitted
by the policies of state securities authorities in states where shares of the
Portfolio are qualified for offer and sale.

STOCK INDEX OPTIONS. (Capital Growth Portfolio and Dividend Growth
Portfolio) Each of the Capital Growth Portfolio and Dividend Growth Portfolio
may purchase and write put and call options on stock indexes to the extent of
15% of the value of its net assets. Options on stock indexes are similar to
options on stock except that (a) the expiration cycles of stock index options
are monthly, while those of stock options are currently quarterly, and (b) the
delivery requirements are different. Instead of giving the right to take or make
delivery of a stock at a specified price, an option on a stock index gives the
holder the right to receive a cash "exercise settlement amount" equal to (i) the
amount, if any, by which the fixed exercise price of the option exceeds (in the
case of a put) or is less than (in the case of a call) the closing value of the
underlying index on the date of exercise, multiplied by (ii) a fixed "index
multiplier." Receipt of this cash amount will depend upon the closing level of
the stock index upon which the option is based being greater than, in the case
of a call, or less than, in the case of a put, the exercise price of the option.
The amount of cash received will be equal to such difference between the closing
price of the index and the exercise price of the option expressed in dollars
times a specified multiple. The writer of the option is obligated, in return for
the premium received, to make delivery of this amount. The writer may offset its
position in stock index options prior to expiration by entering into a closing
transaction on an exchange or it may let the option expire unexercised.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. (Capital Growth
Portfolio, Dividend Growth Portfolio, Tennessee Tax Exempt Bond Portfolio and
Limited Duration Tennessee Tax Free Portfolio) Upon exercise of an option, the
writer of the option delivers to the holder of the option the futures position
and the accumulated balance in the writer's futures margin account, which
represents the amount by which the market price of the futures contract exceeds,
in the case of a call, or is less than, in the case of a put, the exercise price
of the option on the futures contract. The potential loss related to the
purchase of options on futures contracts is limited to the premium paid for the
option (plus transaction costs). Because the value of the option is fixed at the
time of sale, there are no daily cash payments to reflect changes in the value
of the underlying contract; however, the value of the option does change daily
and that change would be reflected in the net asset value of the Portfolio.

FUTURE DEVELOPMENTS. Each Portfolio may take advantage of opportunities in
the area of options and futures contracts and options on futures contracts and
any other derivative investments which are not presently contemplated for use by
such Portfolio or which are not currently available but which may be developed,
to the extent such opportunities are both consistent with its investment
objective and legally permissible for the Portfolio. Before entering into such
transactions or making any such investment, the Portfolio will provide
appropriate disclosure in its prospectus.

LENDING PORTFOLIO SECURITIES. To a limited extent, each Portfolio may lend
its portfolio securities to brokers, dealers and other financial institutions,
provided it receives cash collateral which at all times is maintained in an
amount equal to at least 100% of the current market value of the securities
loaned. By lending its portfolio securities, a Portfolio can increase its income
through the investment of the cash collateral. For purposes of this policy, each
Portfolio considers collateral consisting of U.S. Government securities to be
the equivalent of cash. From time to time, a Portfolio may return to the
borrower or a third party which is unaffiliated with the Fund, and which is
acting as a "placing broker," a part of the interest earned from the investment
of collateral received for securities loaned.

The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned: (1)
the Portfolio must receive at least 100% cash collateral from the borrower; (2)
the borrower must increase such collateral whenever the market value of the
securities rises above the level of such collateral; (3) the Portfolio must be
able to terminate the loan at any time; (4) the Portfolio must receive
reasonable interest on the loan, as well as any dividends, interest or other
distributions payable on the loaned securities, and any increase in market
value; (5) the Portfolio may pay only reasonable custodian fees in connection
with the loan; and (6) while voting rights on the loaned securities may pass to
the borrower, the Fund's Board of Directors must terminate the loan and regain
the right to vote the securities if a material event adversely affecting the
investment occurs. These conditions may be subject to future modification.

INVESTMENT CONSIDERATIONS AND RISK FACTORS

INVESTING IN TENNESSEE MUNICIPAL OBLIGATIONS. (Tennessee Tax Exempt Bond
Portfolio and Limited Duration Tennessee Tax Free Portfolio) Investors in the
Tennessee Tax Exempt Bond Portfolio and Limited Duration Tennessee Tax Free
Portfolio should consider carefully the special risks inherent in such
Portfolios' investment in Tennessee Municipal Obligations. These risks result
from the financial condition of the State of Tennessee. The following
information constitutes only a brief summary, does not purport to be a complete
description, and is based on information drawn from official statements relating
to securities offerings of the State of Tennessee (the "State") and various
local agencies, available as of the date of the Statement of Additional
Information. While the Fund has not independently verified such information, it
has no reason to believe that such information is not correct in all material
respects.

In 1978, the voters of the State of Tennessee approved an amendment to the
State Constitution requiring that (1) the total expenditures of the State for
any fiscal year shall not exceed the State's revenues and reserves, including
the proceeds of debt obligations issued to finance capital expenditures and (2)
in no year shall the rate of growth of appropriations from State tax revenues
exceed the estimated rate of growth of the State's economy. In the past the
Governor and the General Assembly have had to restrict expenditures to comply
with the State Constitution.

The Constitution of the State of Tennessee requires a balanced budget. As
required by law, the legislature enacted a balanced budget for fiscal year
1994-95. Beginning January 1, 1994, the State of Tennessee received a waiver
from the Federal government to replace Medicaid with the new program, TennCare.
TennCare was implemented to help control the increasing cost of health care and
to provide insurance coverage not only to previous Medicaid eligible individuals
but also to uninsured Tennesseans. Due principally to inaccurate funding
assumptions with respect to TennCare program, the fiscal ended June 30, 1995 had
an estimated budgetary shortfall of $126 million.

Despite the budgetary concerns caused by the costs associated with
implementing TennCare, the economic outlook for Tennessee remains favorable. The
State's economic diversity has improved substantially over the last eleven
years. Investments announced in new and expanding business exceeded $1 billion
in each of those years and exceeded $2 billion in the last two years. The $3.2
billion in announced capital investments in 1989 was the single largest year and
exceeded the $2.78 billion in 1985 when Saturn Corporation chose Tennessee for
its plant site. This growth created 23,800 new jobs in Tennessee for the year
ended June 1994.

The Tennessee General Assembly enacted a balanced budget for fiscal year
1994-95. The budget included a two percent salary increase for State employees,
public higher education employees and teachers in the public school system
effective on July 1, 1994, and another two percent salary increase effective on
October 1, 1994. The revenue estimates were officially revised at March 1 when
the budget for the fiscal year 1995-96 was presented to the General Assembly.

Actual revenue collections for fiscal year 1994-95 through January 1995
reflected increases of 9.68% for the sales tax and 17.45% for the combined
excise tax and franchise tax. Total growth in collections, excluding the health
services tax, is 9.07%. Expenditures for TennCare (a recently implemented
managed care program for Tennessee's poor and uninsured, under a Medicaid
waiver), the housing of state prisoners, institutional operating costs in
prisons, the children's plan and some other services were in excess of the
original budgeted amounts for fiscal year 1994-95. Supplemental appropriations
were accommodated within the revised revenue estimates and a proposal to use
one-time reserves. The recommended budget for 1995-96 continues the funding of
improvements in the Basic Education Program for public schools and begins
funding teacher salary equalization. It funds TennCare and the Administration's
proposed crime legislation. The revenue estimates for fiscal year 1995-96
assumed a 6.3% growth in the sales tax, and a 5.0% growth in the excise and
franchise taxes. The assumed growth in all collections by the Department of
Revenue is 5.08%. The Revenue Fluctuation Reserve was reduced to $101.4 million
at June 30, 1994 due to accrued liabilities in the children's plan and other
programs. The new budget maintains the reserve at $101.4 million for fiscal
years 1994-95 and 1995-96.

On March 22, 1993, the Tennessee Supreme Court affirmed a lower court
decision that funding for the pubic school system in Tennessee is
unconstitutional because citizens in more affluent school districts receive
greater educational funding. The case was remanded to the trial court for
further proceedings with respect to the State's providing additional funding to
less affluent school systems. After substantial subsequent litigation, the
Tennessee Supreme Court issued on February 16, 1995, an opinion approving the
State's plan set forth in the Educational Improvement Act of 1992 with the
modification that the plan should also include a provision to equalize teachers'
salaries in the same way that other expenditures were to be equalized under the
program. The result of this decision may be that the State must provide
additional funding to less affluent school systems. Currently, the general
obligation ratings for the State are Aaa by Moody's, AA+ by S&P and AAA by
Fitch.

LOWER RATED SECURITIES. (Capital Growth Portfolio and Dividend Growth
Portfolio) Each of the Capital Growth Portfolio and Dividend Growth Portfolio is
permitted to invest in securities rated as low as Ba by Moody's or BB by S&P,
Fitch or Duff & Phelps Credit Rating Co. ("Duff"). Such securities, though
higher yielding, are characterized by risk. See "Description of the
Portfolios--Investment Considerations and Risk Factors--Lower Rated Securities"
in the Prospectus for a discussion of certain risks and the "Appendix" for a
general description of Moody's, S&P, Fitch and Duff ratings. Although ratings
may be useful in evaluating the safety of interest and principal payments, they
do not evaluate the market value risk of these securities. The Portfolio will
rely on the Adviser's judgment, analysis and experience in evaluating the
creditworthiness of an issuer.

Investors should be aware that the market values of many of these
securities tend to be more sensitive to economic conditions than are higher
rated securities and will fluctuate over time. These securities are considered
by S&P, Moody's, Fitch and Duff generally to be predominantly speculative with
respect to capacity to pay interest and repay principal in accordance with the
terms of the obligation and generally will involve more credit risk than
securities in the higher rating categories.

Companies that issue certain of these securities often are highly leveraged
and may not have available to them more traditional methods of financing.
Therefore, the risk associated with acquiring the securities of such issuers
generally is greater than is the case with the higher rated securities. For
example, during an economic downturn or a sustained period of rising interest
rates, highly leveraged issuers of these securities may not have sufficient
revenues to meet their interest payment obligations. The issuer's ability to
service its debt obligations also may be affected adversely by specific
corporate developments, forecasts, or the unavailability of additional
financing. The risk of loss because of default by the issuer is significantly
greater for the holders of these securities because such securities generally
are unsecured and often are subordinated to other creditors of the issuer.

Because there is no established retail secondary market for many of these
securities, the Portfolio anticipates that such securities could be sold only to
a limited number of dealers or institutional investors. To the extent a
secondary trading market for these securities does exist, it generally is not as
liquid as the secondary market for higher rated securities. The lack of a liquid
secondary market may have an adverse impact on market price and yield and the
Portfolio's ability to dispose of particular issues when necessary to meet its
liquidity needs or in response to a specific economic event such as a
deterioration in the creditworthiness of the issuer. The lack of a liquid
secondary market for certain securities also may make it more difficult for the
Portfolio to obtain accurate market quotations for purposes of valuing its
securities and calculating its net asset value. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of these securities. In such cases, judgment may play a
greater role in valuation because less reliable, objective data may be
available.

These securities may be particularly susceptible to economic downturns. It
is likely that an economic recession could disrupt severely the market for such
securities and may have an adverse impact on the value of such securities. In
addition, it is likely that any such economic downturn could adversely affect
the ability of the issuers of such securities to repay principal and pay
interest thereon and increase the incidence of default for such securities.

Each of these Portfolios may acquire these securities during an initial
offering. Such securities may involve special risks because they are new issues.
The Portfolio does not have any arrangement with any persons concerning the
acquisition of such securities, and the Adviser will review carefully the credit
and other characteristics pertinent to such new issues.

The credit risk factors pertaining to lower rated securities also apply to
lower rated zero coupon securities. Such zero coupon securities carry an
additional risk in that, unlike securities which pay interest throughout the
period to maturity, the Portfolio will realize no cash until the cash payment
date unless a portion of such securities are sold and, if the issuer defaults,
the Portfolio may obtain no return at all on its investment. See "Dividends,
Distributions and Taxes."

INVESTMENT RESTRICTIONS

Each Portfolio has adopted investment restrictions numbered 1 through 8 as
fundamental policies. These restrictions cannot be changed, as to a Portfolio,
without approval by the holders of a majority (as defined in the 1940 Act) of
such Portfolio's outstanding voting securities. Investment restrictions numbered
9 through 14 are not fundamental policies and may be changed by vote of a
majority of the Fund's Directors at any time. No Portfolio may:

1. Invest in commodities, except that each Portfolio may purchase and sell
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.

2. Purchase, hold or deal in real estate, or oil, gas or other mineral
leases or exploration or development programs, but each Portfolio may purchase
and sell securities that are secured by real estate or issued by companies that
invest or deal in real estate.

3. Borrow money, except that the Portfolio may borrow up to 33-1/3% of the
value of its total assets. For purposes of this investment restriction, a
Portfolio's entry into options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or indexes shall not
constitute borrowing.

4. Make loans to others, except through the purchase of debt obligations
and the entry into repurchase agreements. However, each Portfolio may lend its
portfolio securities in an amount not to exceed 33-1/3% of the value of its
total assets. Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission and the Fund's
Board of Directors.

5. Act as an underwriter of securities of other issuers, except to the
extent the Portfolio may be deemed an underwriter under the Securities Act of
1933, as amended, by virtue of disposing of portfolio securities, and except
that the Tennessee Tax Exempt Bond Portfolio, Limited Duration Tennessee Tax
Free Portfolio, Limited Duration Income Portfolio and Core Income Portfolio each
may bid separately or as part of a group for the purchase of Municipal
Obligations directly from an issuer for its own portfolio to take advantage of
the lower purchase price available.

6. Invest more than 25% of its assets in the securities of issuers in any
single industry, provided that, in the case of the Tennessee Tax Exempt Bond
Portfolio and Limited Duration Tennessee Tax Free Portfolio, there shall be no
such limitation on the purchase of tax exempt municipal obligations and, in the
case of each Portfolio, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

7. Issue any senior security (as such term is defined in Section 18(f) of
the 1940 Act), except to the extent the activities permitted in Investment
Restriction Nos. 1, 3, 10 and 11 may be deemed to give rise to a senior
security.

8. Purchase securities on margin, but each Portfolio may make margin
deposits in connection with transactions in options, forward contracts, futures
contracts, including those relating to indexes, and options on futures contracts
or indexes.

9. Invest in the securities of a company for the purpose of exercising
management or control, but each Portfolio will vote the securities it owns as a
shareholder in accordance with its views.

10. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with respect
to options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.

11. Purchase, sell or write puts, calls or combinations thereof, except as
may be described in the Portfolios' Prospectus and this Statement of Additional
Information.

12. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessors) if such
purchase would cause the value of the Portfolio's investments in all such
companies to exceed 5% of the value of its total assets.

13. Enter into repurchase agreements providing for settlement in more than
seven days after notice or purchase securities which are illiquid, if, in the
aggregate, more than 10% of the value of the Portfolio's net assets would be so
invested.

14. Purchase securities of other investment companies, except to the extent
permitted under the 1940 Act.

For purposes of Investment Restriction No. 6, industrial development bonds,
where the payment of principal and interest is the ultimate responsibility of
companies within the same industry, are grouped together as an "industry."

If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from a change in values or assets will not
constitute a violation of such restriction.

The Fund may make commitments more restrictive than the restrictions listed
above so as to permit the sale of shares of a Portfolio in certain states.
Should the Fund determine that a commitment is no longer in the best interest of
the Portfolio, and its shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of such Portfolio's shares in the state
involved.

MANAGEMENT OF THE FUND

Directors and officers of the Fund, together with information as to their
principal business occupations during at least the last five years, are shown
below. Each Director who is an "interested person" of the Fund, as defined in
the 1940 Act, is indicated by an asterisk.

DIRECTORS OF THE FUND

*WILLIAM B. BLUNDIN, PRESIDENT AND CHAIRMAN OF THE BOARD OF DIRECTORS. An
employee of BISYS Fund Services, Inc., BISYS' general partner. Mr.
Blundin also is an officer of other investment companies administered
by BISYS or its affiliates. He is 59 years old and his address is 125
West 55th Street, New York, New York 10019.

NORMA A. COLDWELL, DIRECTOR. International Economist and Consultant;
Executive Vice President of Coldwell Financial Consultants; Trustee
and Treasurer of Meridian House International (International Education
and Cultural Group); Member of the Board of Advisors of Meridian
International Center and Emerging Capital Markets, S.A. (Montevideo,
Uruguay); formerly, Chief International Economist of Riggs National
Bank, Washington, D.C. She is 71 years old and her address is 3330
Southwestern Boulevard, Dallas, Texas 75225.

RICHARD H. FRANCIS, DIRECTOR. Former Executive Vice President and Chief
Financial Officer of Pan American World Airways, Inc. (currently,
debtor-in-possession under the U.S. Bankruptcy Code), March 1988 to
October 1991; Senior Vice President and Chief Financial Officer of
American Standard Inc., 1960 to March 1988. Mr. Francis is a director
of Allendale Mutual Insurance and The Indonesia Fund, Inc. He is 64
years old and his address is 40 Grosvenor Road, Short Hills, New
Jersey 07078.

WILLIAM W. McINNES, DIRECTOR. Private investor. From July 1978 to February
1993, he was Vice-President--Finance and Treasurer of Hospital Corp.
of America. He is also a director of Gulf South Medical Supply and
Diversified Trust Co. He is 48 years old and his address is 116 30th
Avenue South, Nashville, Tennessee 37212.

ROBERT A. ROBINSON, DIRECTOR. Private investor. Since 1991, President
Emeritus, and from 1968 to 1991, President of The Church Pension
Group, NYC. From 1956 to 1966, Senior Vice President of Colonial Bank
& Trust Co. He is also a director of Mariner Institutional Funds,
Inc., Mariner Tax-Free Institutional Funds, Inc., UST Master Funds,
UST Master Tax Exempt Funds, H.B. and F.H. Bugher Foundation,
Morehouse-Barlow Co. Publishers, The Canterbury Cathedral Trust in
America, The Living Church Foundation and Hoosac School. He is 71
years old and his address is 2 Hathaway Common, New Canaan,
Connecticut 06840.

OFFICERS OF THE FUND

JEFFREY C. CUSICK, VICE PRESIDENT AND ASSISTANT SECRETARY. An employee of
BISYS Fund Services, Inc. since July 1995, and an officer of other
investment companies administered by BISYS or its affiliates. From
September 1993 to July 1995, he was Assistant Vice President and, from
1989 to September 1993, he was Manager--Client Services, of Federated
Administrative Services. He is 38 years old and his address is 3435
Stelzer Road, Columbus, Ohio 43219.

WILLIAM TOMKO, VICE PRESIDENT. An employee of BISYS Fund Services, Inc. and an
officer of other investment companies administered by BISYS or its
affiliates. He is 38 years old and his address is 3435 Stelzer Road,
Columbus, Ohio 43219.

THRESA B. DEWAR, TREASURER. An employee of BISYS Fund Services, Inc. since
March 1997, and an officer of other investment companies administered
by BISYS or its affiliates. Prior thereto, she was Vice President and
Controller of Federated Administrative Services, a subsidiary of
Federated Investors, Inc. She is 41 years old and her address is 3435
Stelzer Road, Columbus, Ohio 43219.

GEORGE O. MARTINEZ, SECRETARY. Senior Vice President and Director of Legal
and Compliance Services with BISYS Fund Services, Inc. since April
1995, and an officer of other investment companies administered by
BISYS or its affiliates. Prior thereto, he was Vice President and
Associate General Counsel with Alliance Capital Management, L.P. He is
37 years old and his address is 3435 Stelzer Road, Columbus, Ohio
43219.

ROBERT L. TUCH, ASSISTANT SECRETARY. An employee of BISYS Fund Services, Inc.
since June 1991, and an officer of other investment companies
administered by BISYS or its affiliates. From July 1990 to June 1991,
he was Vice President and Associate General Counsel with National
Securities Research Corp. Prior thereto, he was an Attorney with the
Securities and Exchange Commission. He is 45 years old and his address
is 3435 Stelzer Road, Columbus, Ohio 43219.

ALAINA METZ, ASSISTANT SECRETARY. An employee of BISYS Fund Services, Inc.
and an officer of other investment companies administered by BISYS or
its affiliates. She is 29 years old and her address is 3435 Stelzer
Road, Columbus, Ohio 43219.

For so long as the Distribution Plan described in the section captioned
"Management Arrangements--Distribution Plan" remains in effect, the Directors of
the Fund who are not "interested persons" of the Fund, as defined in the 1940
Act, will be selected and nominated by the Directors who are not "interested
persons" of the Fund.

Directors and officers of the Fund, as a group, owned less than 1% of any
Portfolio's shares of common stock outstanding on August 22, 1997.

The Fund does not pay any remuneration to its officers and Directors other
than fees and expenses to those Directors who are not directors, officers or
employees of the Adviser or BISYS or any of their affiliates. The aggregate
amount of compensation paid to each such Director by the Fund for year ended
December 31, 1996 was as follows:

Total Compensation
Aggregate From Fund
Name of Board Compensation from and Fund Complex Paid
Member Fund* to Board Member
- ------------------------- ------------------ ------------------------

Norma A. Coldwell $18,000 $18,000
Richard H. Francis $18,000 $18,000
William W. McInnes $18,000 $18,000
Robert A. Robinson $18,000 $18,000

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

* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $13,000 for all Directors as a group.

MANAGEMENT ARRANGEMENTS

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "MANAGEMENT OF THE PORTFOLIOS."

INVESTMENT ADVISORY AGREEMENT. The Adviser provides investment advisory
services pursuant to the Investment Advisory Agreement (the "Agreement") dated
February 15, 1994 with the Fund. As to each Portfolio, the Agreement is subject
to annual approval by (i) the Fund's Board of Directors or (ii) vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities of
such Portfolio, provided that in either event the continuance also is approved
by a majority of the Directors who are not "interested persons" (as defined in
the 1940 Act) of the Fund or the Adviser, by vote cast in person at a meeting
called for the purpose of voting on such approval. The Agreement was last
approved by the Fund's Board of Directors, including a majority of the Directors
who are not "interested persons" of any party to the Agreement, at a meeting
held on November 11, 1997. As to each Portfolio, the Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board of Directors or by vote
of the holders of a majority of such Portfolio's shares, or, on not less than 90
days' notice, by the Adviser. The Agreement will terminate automatically, as to
the relevant Portfolio, in the event of its assignment (as defined in the 1940
Act).

As compensation for the Adviser's services, the Fund has agreed to pay the
Adviser a monthly investment advisory fee at the annual rate of .50 of 1% of the
value of Limited Duration Income Portfolio's, Core Income Portfolio's, Tennessee
Tax Exempt Bond Portfolio's, Limited Duration Tennessee Tax Free Portfolio's and
Limited Duration U.S. Government Portfolio's average daily net assets and .65%
of 1% of the value of the Capital Growth Portfolio's and Dividend Growth
Portfolio's average daily net assets. For the period March 28, 1994
(commencement of operations) through December 31, 1994 and for the fiscal years
ended December 31, 1995 and 1996, $193,049, $491,561 and $519,442, respectively,
was payable by the Limited Duration Income Portfolio, and $326,848, $463,502 and
$456,926, respectively, was payable by the Tennessee Tax Exempt Bond Portfolio
pursuant to the Agreement. The Adviser waived $49,660 and $55,056 of such fees
payable for the period ended December 31, 1994 by the Limited Duration Income
Portfolio and Tennessee Tax Exempt Bond Portfolio, respectively, resulting in
net fees being paid to the Adviser of $143,389 by the Limited Duration Income
Portfolio and $271,792 by the Tennessee Tax Exempt Bond Portfolio during the
fiscal period ended December 31, 1994. For the period April 1, 1996
(commencement of operations) through December 31, 1996, $214,961 was payable by
the Capital Growth Portfolio and $136,354 was payable by the Core Income
Portfolio pursuant to the Agreement. The Dividend Growth Portfolio, Limited
Duration U.S. Government Portfolio and Limited Duration Tennessee Tax Free
Portfolio have not completed their first fiscal year.

ADMINISTRATION AGREEMENT. BISYS provides certain administrative services
pursuant to the Administration Agreement (the "Administration Agreement") dated
April 25, 1996 with the Fund. As to each Portfolio, the Administration Agreement
will continue until April 25, 2001 and thereafter is subject to annual approval
by (i) the Fund's Board of Directors or (ii) vote of a majority (as defined in
the 1940 Act) of the outstanding voting securities of such Portfolio, provided
that in either event the continuance also is approved by a majority of the
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund or BISYS, by vote cast in person at a meeting called for the purpose of
voting such approval. The Administration Agreement was last approved by the
Fund's Board of Directors, including a majority of the Directors who are not
"interested persons" of any party to the Administration Agreement, at a meeting
held on February 11, 1997. As to each Portfolio, the Administration Agreement is
terminable without penalty, at any time if for cause, by the Fund's Board of
Directors or by vote of the holders of a majority of such Portfolio's
outstanding voting securities, or, on not less than 90 days' notice, by BISYS.
The Administration Agreement will terminate automatically, as to the relevant
Portfolio, in the event of its assignment (as defined in the 1940 Act).

As compensation for BISYS' services, the Fund has agreed to pay BISYS a
monthly administration fee at the annual rate of .15 of 1% of the value of each
Portfolio's average daily net assets. For the period March 28, 1994
(commencement of operations) through December 31, 1994 and for the fiscal years
ended December 31, 1995 and 1996, $57,915, $147,468 and $155,644, respectively,
was payable to BISYS or the Portfolios' predecessor administrator during such
periods by the Limited Duration Income Portfolio, and $98,054, $139,051 and
$137,079, respectively, was payable to BISYS or the Portfolios' predecessor
administrator by the Tennessee Tax Exempt Bond Portfolio pursuant to the
Administration Agreement. The Portfolios' administrator waived $13,997 and
$16,134 of such fees payable for the period ended December 31, 1994 by the
Limited Duration Income Portfolio and Tennessee Tax Exempt Bond Portfolio,
respectively, resulting in net fees being paid of $43,918 by the Limited
Duration Income Portfolio and $81,920 by the Tennessee Tax Exempt Bond Portfolio
during the fiscal year ended December 31, 1994. For the period April 1, 1996
(commencement of operations) through December 31, 1996, $49,609 was payable by
the Capital Growth Portfolio and $40,906 was payable by the Core Income
Portfolio pursuant to the Administration Agreement. The Dividend Growth
Portfolio, Limited Duration U.S. Government Portfolio and Limited Duration
Tennessee Tax Free Portfolio have not completed their first fiscal year.

DISTRIBUTION AGREEMENT. BISYS acts as the exclusive distributor of each
Portfolio's shares on a best efforts basis pursuant to a Distribution Agreement
(the "Distribution Agreement") dated November 11, 1997, with the Fund. Shares
are sold on a continuous basis by BISYS as agent, although BISYS is not obliged
to sell any particular amount of shares. No compensation is payable by the Fund
to BISYS for its distribution services.

For the period March 28, 1994 (commencement of operations) through December
31, 1994 and for the fiscal years ended December 31, 1995 and 1996, BISYS did
not retain any amounts from sales loads on shares of any Portfolio.

DISTRIBUTION PLAN. (Applicable only with respect to the Class A Shares and
Class B Shares) Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 1940 Act provides, among other things, that an investment
company may bear expenses of distributing its shares only pursuant to a plan
adopted in accordance with the Rule. The Fund's Directors have adopted such a
plan (the "Distribution Plan") with respect to the Class A Shares and Class B
Shares pursuant to which each Portfolio pays BISYS for advertising, marketing
and distributing Class A Shares and Class B Shares at an annual rate of .25% and
.75% of the value of Class A Shares and Class B Shares, respectively. The Fund's
Directors believe that there is a reasonable likelihood that the Distribution
Plan will benefit each Portfolio and the holders of its Class A Shares and Class
B Shares.

A quarterly report of the amounts expended under the Distribution Plan, and
the purposes for which such expenditures were incurred, must be made to the
Directors for their review. In addition, the Distribution Plan provides that it
may not be amended to increase materially the costs which holders of the Class A
Shares and Class B Shares may bear for distribution pursuant to the Distribution
Plan without approval of such shareholders and that other material amendments of
the Distribution Plan must be approved by the Board of Directors, and by the
Directors who are neither "interested persons" (as defined in the 1940 Act) of
the Fund nor have any direct or indirect financial interest in the operation of
the Distribution Plan or in the related Distribution Plan agreements, by vote
cast in person at a meeting called for the purpose of considering such
amendments. The Distribution Plan and related agreements are subject to annual
approval by such vote of the Directors cast in person at a meeting called for
the purpose of voting on the Distribution Plan. The Distribution Plan was last
so approved on November 11, 1997. As to each Class, the Distribution Plan is
terminable at any time by vote of a majority of the Directors who are not
"interested persons" and who have no direct or indirect financial interest in
the operation of the Distribution Plan or in the Distribution Plan agreements or
by vote of the holders of a majority of the Class A Shares or Class B Shares, as
the case may be, voting separately as a Class. A Distribution Plan agreement is
terminable without penalty, at any time, by such vote of the Directors, upon not
more than 60 days' written notice to the parties to such agreement or by vote of
the holders of a majority of the Portfolio's Class A Shares or Class B Shares,
as the case may be, voting separately as a Class. A Distribution Plan agreement
will terminate automatically, as to the relevant Class, in the event of its
assignment (as defined in the 1940 Act).

For the fiscal year ended December 31, 1996, BISYS waived receipt of
$260,470 payable by the Limited Duration Income Portfolio, $219,645 payable by
the Tennessee Tax Exempt Bond Portfolio, $78,236 payable by the Capital Growth
Portfolio, and $64,587 payable by the Core Income Portfolio with respect to
Class A Shares pursuant to the Distribution Plan. The Dividend Growth Portfolio,
Limited Duration U.S. Government Portfolio and Limited Duration Tennessee Tax
Free Portfolio have not completed their first fiscal year.

SHAREHOLDER SERVICES PLAN. (Applicable only with respect to the Class B
Shares). The Fund's Directors have adopted a shareholder services plan (the
"Shareholder Services Plan") with respect to the Class B Shares pursuant to
which each Portfolio pays BISYS for the provision of certain services to the
holders of Class B Shares at an annual rate of .25% of the value of each
Portfolio's Class B Shares. The Fund's Directors believe that there is a
reasonable likelihood that the Shareholder Services Plan will benefit each
Portfolio and the holders of its Class B Shares.

A quarterly report of the amounts expended under the Shareholder Services
Plan, and the purposes for which such expenditures were incurred, must be made
to the Directors for their review. In addition, the Shareholder Services Plan
provides that material amendments of the Plan must be approved by the Board of
Directors, and by the Directors who are neither "interested persons" (as defined
in the 1940 Act) of the Fund nor have any direct or indirect financial interest
in the operation of the Shareholder Services Plan or in the related Shareholder
Services Plan agreements, by vote cast in person at a meeting called for the
purpose of considering such amendments. The Shareholder Services Plan and
related agreements are subject to annual approval by such vote of the Directors
cast in person at a meeting called for the purpose of voting on the Shareholder
Services Plan. The Shareholder Services Plan was last so approved on November
11, 1997. The Shareholder Services Plan is terminable at any time by vote of a
majority of the Directors who are not "interested persons" and who have no
direct or indirect financial interest in the operation of the Shareholder
Services Plan or in the Shareholder Services Plan agreements. A Shareholder
Services Plan agreement is terminable without penalty, at any time, by such vote
of the Directors. A Shareholder Services Plan agreement will terminate
automatically in the event of its assignment (as defined in the 1940 Act).

EXPENSES. All expenses incurred in the operation of the Fund are borne by
the Fund, except to the extent specifically assumed by others. The expenses
borne by the Fund include: organizational costs, taxes, interest, brokerage fees
and commissions, if any, fees of Directors who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of the
Adviser or BISYS or any of their affiliates, Securities and Exchange Commission
fees, state Blue Sky qualification fees, advisory and administration fees,
charges of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, auditing and legal expenses,
costs of maintaining corporate existence, costs of independent pricing services,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of calculating the net asset value of
each Portfolio's shares, costs of shareholders' reports and corporate meetings,
costs of preparing and printing certain prospectuses and statements of
additional information, and any extraordinary expenses. Expenses attributable to
a Portfolio are charged against the assets of that Portfolio; other expenses of
the Fund are allocated among the Portfolios on the basis determined by the Board
of Directors, including, but not limited to, proportionately in relation to the
net assets of each Portfolio.

PURCHASE AND REDEMPTION OF SHARES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTIONS IN EACH PROSPECTUS ENTITLED "HOW TO BUY SHARES" AND "HOW TO
REDEEM SHARES."

TERMS OF PURCHASE. The Fund reserves the right to reject any purchase order
and to change the amount of the minimum investment and subsequent purchases in
the Portfolios.

SALES LOADS. (Applicable to Class A Shares Only) The scale of sales loads
applies to purchases of Class A Shares made by any "purchaser," which term
includes an individual and/or spouse purchasing securities for his, her or their
own account or for the account of any minor children, or a trustee or other
fiduciary purchasing securities for a single trust estate or a single fiduciary
account trust estate or a single fiduciary account (including a pension,
profit-sharing or other employee benefit trust created pursuant to a plan
qualified under Section 401 of the Internal Revenue Code of 1986, as amended
(the "Code")) although more than one beneficiary is involved; or a group of
accounts established by or on behalf of the employees of an employer or
affiliated employers pursuant to an employee benefit plan or other program
(including accounts established pursuant to Sections 403(b), 408(k) and 457 of
the Code); or an organized group which has been in existence for more than six
months, provided that it is not organized for the purpose of buying redeemable
securities of a registered investment company and provided that the purchases
are made through a central administration or a single dealer, or by other means
which result in economy of sales effort or expense.

Set forth below are examples of the method of computing the offering price
of the Class A Shares. The examples assume a purchase of Class A Shares of the
indicated Portfolio aggregating less than $50,000 subject to the current
schedule of sales charges set forth in the Portfolios' Prospectus for Class A
Shares at a price based upon the net asset value of the Portfolio's Class A
Shares on June 30, 1997:

CAPITAL GROWTH PORTFOLIO*:

Net Asset Value per Share $13.13

Per Share Sales Charge - 4.75%
of offering price (4.99% of
net asset value per share) $ 0.65
------

Per Share Offering Price to
the Public $13.78

DIVIDEND GROWTH PORTFOLIO*:

Net Asset Value per Share $11.00

Per Share Sales Charge - 4.75%
of offering price (4.99% of
net asset value per share) $ 0.55
------

Per Share Offering Price to
the Public $11.55

- -----------
* Class A Shares of the Capital Growth Portfolio and Dividend Growth Portfolio
purchased by shareholders beneficially owning Class A Shares of such Portfolios
on September 30, 1997 are subject to a different sales load schedule, as
described under "How to Buy Shares--Purchase Price" in the Portfolios'
Prospectus for Class A Shares.

LIMITED DURATION INCOME PORTFOLIO:

Net Asset Value per Share $ 9.92

Per Share Sales Charge - 3.00%
of offering price (3.09% of $ 0.31
------
net asset value per share)

Per Share Offering Price to
the Public $10.23

LIMITED DURATION U.S. GOVERNMENT PORTFOLIO:

Net Asset Value per Share $10.01

Per Share Sales Charge - 3.00%
of offering price (3.09% of $ 0.31
------
net asset value per share)

Per Share Offering Price to
the Public $10.32

LIMITED DURATION TENNESSEE TAX FREE PORTFOLIO:

Net Asset Value per Share $ 9.95

Per Share Sales Charge - 3.00%
of offering price (3.09% of $ 0.31
------
net asset value per share)

Per Share Offering Price to
the Public $10.26

TENNESSEE TAX EXEMPT BOND PORTFOLIO:

Net Asset Value per Share $ 9.85

Per Share Sales Charge - 3.00%
of offering price (3.09% of
net asset value per share) $ 0.30
------

Per Share Offering Price to
the Public $10.15

CORE INCOME PORTFOLIO:

Net Asset Value per Share $ 9.93

Per Share Sales Charge - 3.00%
of offering price (3.09% of
net asset value per share) $ 0.31
------

Per Share Offering Price to
the Public $10.24

REOPENING AN ACCOUNT. An investor may reopen an account with a minimum
investment of $100 without filing a new Account Application during the calendar
year the account is closed or during the following calendar year, provided the
information on the old Account Application is still applicable.

STOCK CERTIFICATES; SIGNATURES. Any certificate representing Portfolio
shares to be redeemed must be submitted with the redemption request. Written
redemption requests must be signed by each shareholder, including each holder of
a joint account, and each signature must be guaranteed. Signatures on endorsed
certificates submitted for redemption also must be guaranteed. The Fund's
Transfer Agent has adopted standards and procedures pursuant to which
signature-guarantees in proper form generally will be accepted from domestic
banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations,
as well as from participants in the New York Stock Exchange Medallion Signature
Program, the Securities Transfer Agents Medallion Program ("STAMP") and the
Stock Exchanges Medallion Program. Signature-guaranties may not be provided by
notaries public. If the signature is guaranteed by a broker or dealer, such
broker or dealer must be a member of a clearing corporation and maintain net
capital of at least $100,000. Guarantees must be signed by an authorized
signatory of the guarantor and "Signature-Guaranteed" must appear with the
signature.

REDEMPTION COMMITMENT. Each Portfolio has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of such
Portfolio's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such amount, the
Board of Directors reserves the right to make payments in whole or in part in
securities or other assets in case of an emergency or any time a cash
distribution would impair the liquidity of the Portfolio to the detriment of the
existing shareholders. In this event, the securities would be valued in the same
manner as the Portfolio is valued. If the recipient sold such securities,
brokerage charges would be incurred.

SUSPENSION OF REDEMPTIONS. The right of redemption may be suspended or the
date of payment postponed (a) during any period when the New York Stock Exchange
is closed (other than customary weekend and holiday closing), (b) when trading
in the markets the Portfolio normally utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange Commission so that
disposal of the Portfolio's investments or determination of its net asset value
is not reasonably practicable, or (c) for such other periods as the Securities
and Exchange Commission by order may permit to protect the Portfolio's
shareholders.

DETERMINATION OF NET ASSET VALUE

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "HOW TO BUY SHARES."

GENERAL. Expenses and fees, including the advisory fee and fees paid by
Class A Shares and Class B Shares pursuant to the Distribution Plan and by Class
B Shares pursuant to the Shareholder Services Plan, are accrued daily and taken
into account for the purpose of determining the net asset value of the relevant
Class of Portfolio shares.

CAPITAL GROWTH PORTFOLIO AND DIVIDEND GROWTH Portfolio. Each of these
Portfolio's securities, including covered call options written by the Portfolio,
are valued at the last sale price on the securities exchange or national
securities market on which such securities primarily are traded. Securities not
listed on an exchange or national securities market, or securities in which
there were no transactions, are valued at the average of the most recent bid and
asked prices, except in the case of open short positions where the asked price
is used for valuation purposes. Bid price is used when no asked price is
available. Any assets or liabilities initially expressed in terms of foreign
currency will be translated into dollars at the midpoint of the New York
interbank market spot exchange rate as quoted on the day of such translation by
the Federal Reserve Bank of New York or if no such rate is quoted on such date,
at the exchange rate previously quoted by the Federal Reserve Bank of New York
or at such other quoted market exchange rate as may be determined to be
appropriate by the Adviser. Debt securities maturing in 60 days or less are
carried at amortized cost, which approximates value, except where to do so would
not reflect accurately their fair value, in which case such securities would be
valued at their fair value as determined under the supervision of the Board of
Directors. Any securities or other assets for which recent market quotations are
not readily available are valued at fair value as determined in good faith by
the Fund's Board of Directors.

Restricted securities, as well as securities or other assets for which
market quotations are not readily available, or are not valued by a pricing
service approved by the Board of Directors, are valued at fair value as
determined in good faith by the Board of Directors. The Board of Directors will
review the method of valuation on a current basis. In making their good faith
valuation of restricted securities, the Directors generally will take the
following factors into consideration: restricted securities which are, or are
convertible into, securities of the same class of securities for which a public
market exists usually will be valued at market value less the same percentage
discount at which purchased. This discount will be revised periodically by the
Board of Directors if the Directors believe that it no longer reflects the value
of the restricted securities. Restricted securities not of the same class as
securities for which a public market exists usually will be valued initially at
cost. Any subsequent adjustment from cost will be based upon considerations
deemed relevant by the Board of Directors.

CORE INCOME PORTFOLIO, LIMITED DURATION INCOME PORTFOLIO AND LIMITED
DURATION U.S. GOVERNMENT PORTFOLIO. Each of these Portfolio's investments are
valued each business day using available market quotations or at fair value as
determined by one or more independent pricing services (collectively, the
"Service") approved by the Board of Directors. The Service may use available
market quotations, employ electronic data processing techniques and/or a matrix
system to determine valuations. The Service's procedures are reviewed by the
Fund's officers under the general supervision of the Board of Directors.

TENNESSEE TAX EXEMPT BOND PORTFOLIO AND LIMITED DURATION TENNESSEE TAX FREE
PORTFOLIO. Each of these Portfolio's investments are valued by the Service.
When, in the judgment of the Service, quoted bid prices for investments are
readily available and are representative of the bid side of the market, these
investments are valued at the mean between the quoted bid prices (as obtained by
the Service from dealers in such securities) and asked prices (as calculated by
the Service based upon its evaluation of the market for such securities). Other
investments (which constitute a majority of the Portfolio's securities) are
carried at fair value as determined by the Service, based on methods which
include consideration of: yields or prices of municipal bonds of comparable
quality, coupon, maturity and type; indications as to values from dealers; and
general market conditions. The Service may employ electronic data processing
techniques and/or a matrix system to determine valuations. The Service's
procedures are reviewed by the Fund's officers under the general supervision of
the Board of Directors.

PERFORMANCE INFORMATION

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "PERFORMANCE INFORMATION."

Current yield is computed pursuant to a formula which operates as follows:
The amount of the Portfolio's expenses accrued for the 30-day period (net of
reimbursements) is subtracted from the amount of the dividends and interest
earned by the Portfolio during the period. That result is then divided by the
product of: (a) the average daily number of shares outstanding during the period
that were entitled to receive dividends, and (b) the maximum offering price per
share on the last day of the period less any undistributed earned income per
share reasonably expected to be declared as a dividend shortly thereafter. The
quotient is then added to 1, and that sum is raised to the 6th power, after
which 1 is subtracted. The current yield is then arrived at by multiplying the
result by 2.

The current yield for Class A Shares of each indicated Portfolio for the
30-day period ended June 30, 1997 was as follows:

Net of Absorbed
NAME OF PORTFOLIO CURRENT YIELD EXPENSES

Divided Growth Portfolio 1.97% 1.73%

Limited Duration U.S.
Government Portfolio 5.25% 4.69%

Limited Duration Income
Portfolio 5.65% 5.40%

Limited Duration Tennessee
Tax Free Portfolio 3.77% 3.30%

Core Income Portfolio 5.86% 5.61%

Tennessee Tax Exempt Bond
Portfolio 4.19% 3.94%

Based upon a combined 1996 Federal and Tennessee income tax rate of
41.865%, the tax equivalent yield for Class A Shares of the Limited Duration
Tennessee Tax Free Portfolio and Tennessee Tax Exempt Bond Portfolio for the
30-day period ended June 30, 1997 was as follows:

NAME OF PORTFOLIO Tax Equivalent Net of Absorbed
YIELD EXPENSES

Limited Duration Tennessee
Tax Free Portfolio 6.48% 5.68%

Tennessee Tax Exempt
Bond Portfolio 7.21% 6.78%

Tax equivalent yield is computed by dividing that portion of the current
yield (calculated as described above) which is tax exempt by 1 minus a stated
tax rate and adding the quotient to that portion, if any, of the yield of the
Portfolio that is not tax exempt.

The tax equivalent yield quoted above represents the application of the
highest Federal and State of Tennessee marginal personal income tax rates
presently in effect. For Federal personal income tax purposes, a 39.60% tax rate
has been used. For Tennessee personal income tax purposes, a 6.00% tax rate has
been used. For the fiscal period ended June 30, 1997, 72% of the Tennessee Tax
Exempt Bond Portfolio's assets and 94% of the Limited Duration Tennessee Tax
Free Portfolio's assets were invested in Tennessee Municipal Obligations, which
reduced the effect of the State's tax rate to 1.68% and 0.36%, respectively. The
tax equivalent figure, however, does not include the potential effect of any
local (including, but not limited to, county, district or city) taxes, including
applicable surcharges. In addition, there may be pending legislation which could
affect such stated tax rates or yield. Each investor should consult its tax
adviser, and consider its own factual circumstances and applicable tax laws, in
order to ascertain the relevant tax equivalent yield.

Average annual total return is calculated by determining the ending
redeemable value of an investment purchased with a hypothetical $1,000 payment
made at the beginning of the period (assuming the reinvestment of dividends and
distributions), dividing by the amount of the initial investment, taking the
"n"th root of the quotient (where "n" is the number of years in the period) and
subtracting 1 from the result. A Class's average annual total return figures
calculated in accordance with such formula assume that in the case of Class A
the maximum sales load has been deducted from the hypothetical initial
investment at the time of purchase or, in the case of Class B, the maximum
applicable contingent deferred sales charge ("CDSC") has been paid upon
redemption at the end of the period.

The average annual total return for Class A Shares of each Portfolio for
the indicated period ended June 30, 1997 was as follows:

NAME OF PORTFOLIO 1-YEAR 5-YEARS 10-YEARS

Capital Growth Portfolio(1) 20.03% 15.75% 10.58%

Dividend Growth Portfolio(1) 21.61% 13.16% 10.37%

Limited Duration U.S. Government
Portfolio(1) 2.28% 4.32% 6.36%

Limited Duration Income Portfolio 2.80% 4.57%(2) N/A

Limited Duration Tennessee
Tax Free Portfolio(1) 1.10% 2.25% 4.51%

Core Income Portfolio(1) 2.92% 5.31% 6.89%

Tennessee Tax Exempt Bond
Portfolio 2.00% 3.14%(2) N/A

- ---------------------
1 The Capital Growth Portfolio and Core Income Portfolio commenced operations
on April 1, 1996, and the Dividend Growth Portfolio, Limited Duration
Tennessee Tax Free Portfolio and Limited Duration U.S. Government Portfolio
commence operations on February 28, 1997, through a transfer of assets from
common trust funds managed by the Adviser, using substantially the same
investment objective, policies, restrictions and methodologies as the
corresponding Portfolio. The performance information set forth above for
each such Portfolio includes the performance of its predecessor common
trust fund for the period prior to the commencement of operations of the
Portfolio, as adjusted to reflect the maximum operating expenses that may
be charged the Investor Class of the respective Portfolio. The common trust
funds did not charge any expenses. This performance information is not
necessarily indicative of the future performance of a Portfolio. Because
each Portfolio is actively managed, its investments will vary from time to
time and will not be identical to the past portfolio investments of the
predecessor. Moreover, the predecessor common trust funds were not
registered under the 1940 Act and therefore were not subject to certain
investment restrictions that are imposed by the 1940 Act, which, if
imposed, could have adversely affected the common trust funds' performance.

2 For the period March 28, 1994 (commencement of operations) through June 30,
1997.

Total return is calculated by subtracting the amount of the maximum
offering price per share at the beginning of a stated period from the net asset
value per share at the end of the period (after giving effect to the
reinvestment of dividends and distributions during the period and any applicable
CDSC), and dividing the result by the maximum offering price per share at the
beginning of the period. Total return also may be calculated based on the net
asset value per share at the beginning of the period for Class A Shares or
without giving effect to any applicable CDSC at the end of the period for Class
B Shares. In such cases, the calculation would not reflect the deduction of the
sales load with respect to Class A Shares or any applicable CDSC with respect to
Class B Shares, which, if reflected, would reduce the performance quoted.

The total return for Class A Shares of each Portfolio for the period from
commencement of operations of the Portfolio through June 30, 1997 was as
follows:

Based on Maximum Based on Net
NAME OF PORTFOLIO OFFERING PRICE ASSET VALUE
PRICE

Capital Growth Portfolio(1) 25.29% 31.55%

Dividend Growth Portfolio(2) 5.51% 10.78%

Limited Duration U.S.
Government Portfolio(2) -1.39% 1.67%

Limited Duration Income
Portfolio(3) 15.82% 19.41%

Limited Duration Tennessee
Tax Free Portfolio(2) -2.43% 0.59%

Core Income Portfolio(1) 3.15% 6.35%

Tennessee Tax Exempt Bond
Portfolio(3) 10.29% 13.71%

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

1 For the period from April 1, 1996 (commencement of operations) through
June 30, 1997.

2 For the period from February 28, 1997 (commencement of operations)
through June 30, 1997.

3 For the period from March 28, 1994 (commencement of operations) through
June 30, 1997.

From time to time, advertising materials for a Portfolio may refer to or
discuss current or past business, political, economic or financial conditions,
such as U.S. monetary or fiscal policies and actual or proposed tax legislation.
In addition, from time to time, advertising materials for a Portfolio may
include information concerning retirement and investing for retirement, average
life expectancy and pension and social security benefits.

No performance figures are provided for Class B Shares which had not been
offered as of the date of the financial information.

DIVIDENDS, DISTRIBUTION AND TAXES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "DIVIDENDS, DISTRIBUTIONS AND
TAXES."

The Adviser believes that the Capital Growth Portfolio, Limited Duration
Income Portfolio, Core Income Portfolio and Tennessee Tax Exempt Bond Portfolio
have qualified as a "regulated investment company" under the Code for the fiscal
year ended December 31, 1996. It is expected that the Dividend Growth Portfolio,
Limited Duration Tennessee Tax Free Portfolio and Limited Duration U.S.
Government Portfolio will qualify as regulated investment companies under the
Code. Each Portfolio intends to continue to so qualify if such qualification is
in the best interests of its shareholders. To qualify as a regulated investment
company, the Portfolio must pay out to its shareholders at least 90% of its net
income (consisting of net investment income from tax exempt obligations and net
short-term capital gain), and must meet certain asset diversification and other
requirements. Qualification as a regulated investment company relieves the
Portfolio from any liability for Federal income taxes to the extent its earnings
are distributed in accordance with the applicable provisions of the Code. The
term "regulated investment company" does not imply the supervision of management
or investment practices or policies by any government agency.

Any dividend or distribution paid shortly after an investor's purchase may
have the effect of reducing the aggregate net asset value of his shares below
the cost of his investment. Such a distribution would be a return on investment
in an economic sense although taxable as stated in "Dividends, Distributions and
Taxes" in the Prospectus. In addition, the Code provides that if a shareholder
holds shares for six months or less and has received a capital gain dividend
with respect to such shares, any loss incurred on the sale of such shares will
be treated as a long-term capital loss to the extent of the capital gain
dividend received.

Ordinarily, gains and losses realized from portfolio transactions will be
treated as capital gains and losses. However, a portion of the gain or loss
realized from the disposition of non-U.S. dollar denominated securities
(including debt instruments, certain financial futures and options, and certain
preferred stock) may be treated as ordinary income or loss under Section 988 of
the Code.

Under Section 1256 of the Code, gain or loss realized by the Portfolio from
certain financial futures and options transactions (other than those taxed under
Section 988 of the Code) will be treated as 60% long-term capital gain or loss
and 40% short-term capital gain or loss. Gain or loss will arise upon the
exercise or lapse of such futures and options as well as from closing
transactions. In addition, any such futures or options remaining unexercised at
the end of the Portfolio's taxable year will be treated as sold for their then
fair market value, resulting in additional gain or loss to the Portfolio
characterized in the manner described above.

Offsetting positions held by a Portfolio involving financial futures and
options may constitute "straddles." Straddles are defined to include "offsetting
positions" in actively traded personal property. The tax treatment of straddles
is governed by Sections 1092 and 1258 of the Code, which, in certain
circumstances, override or modify the provisions of Sections 988 and 1256. If
the Portfolio was treated as entering into straddles by reason of its futures or
options transactions, such straddles could be characterized as "mixed straddles"
if the futures or options transactions comprising such straddles were governed
by Section 1256. The Portfolio may make one or more elections with respect to
"mixed straddles." Depending upon which election is made, if any, the results to
the Portfolio may differ. If no election is made, to the extent the straddle
rules apply to positions established by the Portfolio, losses realized by the
Portfolio will be deferred to the extent of unrealized gain in any offsetting
positions. Moreover, as a result of the straddle rules, short-term capital loss
on straddle positions may be recharacterized as long-term capital loss, and
long-term capital gain may be recharacterized as short-term capital gain.

The Taxpayer Relief Act of 1997 included constructive sale provisions that
generally will apply if a Portfolio either (1) holds an appreciated financial
position with respect to stock, certain debt obligations, or partnership
interests ("appreciated financial position") and then enters into a short sale,
futures, forward, or offsetting notional principal contract (collectively, a
"Contract") respecting the same or substantially identical property or (2) holds
an appreciated financial position that is a Contract and then acquires property
that is the same as or substantially identical to the underlying property. In
each instance, with certain exceptions, the Portfolio generally will be taxed as
if the appreciated financial position were sold at its fair market value on the
date the Portfolio enters into the financial position or acquires the property,
respectively. Transactions that are identified hedging or straddle transactions
under other provisions of the Code can be subject to the constructive sale
provisions.

Investment by a Portfolio in securities issued or acquired at a discount,
or providing for deferred interest or for payment of interest in the form of
additional obligations could under special tax rules affect the amount, timing
and character of distributions to shareholders by causing such Portfolio to
recognize income prior to the receipt of cash payments. For example, the
Portfolio could be required to accrue a portion of the discount (or deemed
discount) at which the securities were issued each year and to distribute such
income in order to maintain its qualification as a regulated investment company.
In such case, the Portfolio may have to dispose of securities which it might
otherwise have continued to hold in order to generate cash to satisfy these
distribution requirements.

Ordinarily, gains and losses realized from portfolio transactions will be
treated as capital gain or loss. However, all or a portion of the gain realized
from the disposition of market discount bonds will be treated as ordinary income
under Section 1276 of the Code. A market discount bond is defined as any bond
purchased by a Portfolio after April 30, 1993, and after its original issuance,
at a price below its face or accredited value. In addition, all or a portion of
the gain realized from engaging in "conversion transactions" may be treated as
ordinary income under Section 1258. "Conversion transactions" are defined to
include certain forward, futures, option and "straddle" transactions,
transactions marketed or sold to produce capital gains, or transactions
described in Treasury regulations to be issued in the future.

PORTFOLIO TRANSACTIONS

GENERAL. Transactions are allocated to various dealers by the Portfolios'
investment personnel in their best judgment. The primary consideration is prompt
and effective execution of orders at the most favorable price. Subject to that
primary consideration, dealers may be selected to act on an agency basis for
research, statistical or other services to enable the Adviser to supplement its
own research and analysis with the views and information of other securities
firms. No brokerage commissions have been paid to date, except as noted below.

To the extent research services are furnished by brokers through which the
Portfolio effects securities transactions, the Adviser may use such information
in advising other funds or accounts it advises and, conversely, to the extent
research services are furnished to the Adviser by brokers in connection with
other funds or accounts the Adviser advises, the Adviser also may use such
information in advising the Portfolios. Although it is not possible to place a
dollar value on these services, if they are provided, it is the opinion of the
Adviser that the receipt and study of any such services should not reduce the
overall expenses of its research department.

CAPITAL GROWTH PORTFOLIO AND DIVIDEND GROWTH Portfolio. Brokers also are
selected because of their ability to handle special executions such as are
involved in large block trades or broad distributions, provided the primary
consideration is met. Large block trades may, in certain cases, result from two
or more clients the Adviser might advise being engaged simultaneously in the
purchase or sale of the same security. Portfolio turnover may vary from year to
year, as well as within a year. It is anticipated that in any fiscal year, the
turnover rate for each of these Portfolios generally should be less than 100%.
Higher turnover rates are likely to result in comparatively greater brokerage
expenses. The overall reasonableness of brokerage commissions paid is evaluated
by the Adviser based upon its knowledge of available information as to the
general level of commissions paid by other institutional investors for
comparable services.

When transactions are executed in the over-the-counter market, the Adviser
will deal with the primary market makers unless a more favorable price or
execution otherwise is obtainable.

The Fund's Board of Directors has determined, in accordance with Section
17(e) of the 1940 Act and Rule 17e-1 thereunder, that any portfolio transaction
for the Portfolio may be executed by certain brokers that are affiliates of the
Adviser when such broker's charge for the transaction does not exceed the usual
and customary level.

For the period April 1, 1996 (commencement of operations) through December
31, 1996, the Capital Growth Portfolio paid total brokerage commissions of
$88,860, none of which was paid to affiliates of the Adviser or BISYS. There
were no gross spreads or concessions on principal transactions for the period.
The Dividend Growth Portfolio has not completed its first fiscal year.

CORE INCOME PORTFOLIO, LIMITED DURATION INCOME PORTFOLIO, TENNESSEE TAX
EXEMPT BOND PORTFOLIO, LIMITED DURATION TENNESSEE TAX FREE PORTFOLIO AND LIMITED
DURATION U.S. GOVERNMENT PORTFOLIO. Purchases and sales of portfolio securities
usually are principal transactions. Portfolio securities ordinarily are
purchased directly from the issuer or from an underwriter or market maker.
Usually no brokerage commissions are paid by the Portfolio for such purchases
and sales. The prices paid to underwriters of newly-issued securities usually
include a concession paid by the issuer to the underwriter, and purchases of
securities from market makers may include the spread between the bid and asked
price.

INFORMATION ABOUT THE PORTFOLIOS

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PORTFOLIOS' PROSPECTUS ENTITLED "GENERAL INFORMATION."

Each Portfolio share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-assessable.
Shares have no preemptive, subscription or conversion rights and are freely
transferable.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise, to the holders of the outstanding voting securities of an investment
company, such as the Fund, will not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding shares of
each portfolio affected by such matter. Rule 18f-2 further provides that a
portfolio shall be deemed to be affected by a matter unless it is clear that the
interests of each portfolio in the matter are identical or that the matter does
not affect any interest of such portfolio. However, the Rule exempts the
election of directors from the separate voting requirements of the Rule.

Each Portfolio will send annual and semi-annual financial statements to all
its shareholders.

As of November 12, 1997, the following shareholders owned of record 5% or
more of the outstanding shares of the indicated Portfolio and Class:

PERCENT OF
TOTAL SHARES
NAME AND ADDRESS OF CLASS OUTSTANDING

CAPITAL GROWTH PORTFOLIO:

JC Bradford Company 62.26% (Class A Shares)
F/B/O Robert Jernigan
330 Commerce Street
Nashville, TN 37201

BHC Securites, Inc. 37.64% (Class A Shares)
Attn: Cash Sweeps Dept.
2005 Market Street, 12th Floor
Philadelphia, PA 19103

First American National Bank 99.99% (Trust Shares)
Attn: AmeriStar Investment Management
and Trust
800 First American Center
Nashville, TN 37237

CORE INCOME PORTFOLIO:

BHC Securities, Inc. 99.90% (Class A Shares)
Attn: Cash Sweeps Dept.
2005 Market Street, 12th Floor
Philadelphia, PA 19103

First American National Bank 99.99% (Trust Shares)
Attn: AmeriStar Investment Management
and Trust
800 First American Center
Nashville, TN 37237

DIVIDEND GROWTH PORTFOLIO:

BHC Securities, Inc. 99.99% (Class A Shares)
Attn: Cash Sweeps Dept.
2005 Market Street, 12th Floor
Philadelphia, PA 19103

First American National Bank 99.99% (Trust Shares)
Attn: AmeriStar Investment Management
and Trust
800 First American Center
Nashville, TN 37237

LIMITED DURATION INCOME PORTFOLIO:

CoreLink Financial Inc. 42.07% (Class A Shares)
1855 Gateway Blvd. Suite 500
P.O. Box 4054
Concord, CA 94520

FTC & Company 55.51% (Class A Shares)
Attn: Datalynx No. 106
P.O. Box 173736
Denver, CO 80217

First American National Bank 99.99% (Trust Shares)
Attn: AmeriStar Investment Management
and Trust
800 First American Center
Nashville, TN 37237

LIMITED DURATION U.S. GOVERNMENT PORTFOLIO:

First American National Bank 96.56% (Class A Shares)
Attn: AmeriStar Investment Management
and Trust
800 First American Center
Nashville, TN 37237

LIMITED DURATION TENNESSEE TAX FREE PORTFOLIO:

First American National Bank 99.99% (Class A Shares)
Attn: AmeriStar Investment Management
and Trust
800 First American Center
Nashville, TN 37237

TENNESSEE TAX EXEMPT BOND PORTFOLIO:

First American National Bank 11.76% (Class A Shares)
Attn: AmeriStar Investment Management and Trust
800 First American Center
Nashville, TN 37237

CoreLink Financial Inc. 32.08% (Class A Shares)
1855 Gateway Blvd. Suite 500
P.O. Box 4054
Concord, CA 94520

BHC Securities, Inc. 42.28% (Class A Shares)
Attn: Cash Sweeps Dept.
2005 Market Street, 12th Floor
Philadelphia, PA 19103

JC Bradford Company 12.53% (CLass A Shares)
F/B/O Robert Jernigan
330 Commerce Street
Nashville, TN 37201

First American National Bank 99.99% (Trust Shares)
Attn: AmeriStar Investment Management
and Trust
800 First American Center
Nashville, TN 37237

A shareholder who beneficially owns, directly or indirectly, more than 25%
of a Portfolio's voting securities may be deemed a "control person" (as defined
in the 1940 Act) of the Portfolio.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS

The Bank of New York, 90 Washington Street, New York, New York 10286, acts
as custodian of each Portfolio's investments. BISYS Fund Services Ohio, Inc., an
affiliate of BISYS, 3435 Stelzer Road, Columbus, Ohio 43219, acts as the Fund's
transfer and dividend disbursing agent (the "Transfer Agent"). Under the
transfer agency agreement with the Fund, the Transfer Agent maintains
shareholder account records for the Fund, handles certain communications between
shareholders and the Fund and pays dividends and distributions payable by the
Fund. For these services, the Transfer Agent receives a monthly fee compiled on
the basis of the number of shareholder accounts it maintains for the Fund during
the month, and is reimbursed for certain out-of-pocket expenses. Neither The
Bank of New York nor BISYS Fund Services Ohio, Inc. has any part in determining
the investment policies of any Portfolio or which securities are to be purchased
or sold by a Portfolio.

Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Fund, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
of Common Stock being sold pursuant to each Prospectus.

KPMG Peat Marwick LLP, Two Nationwide Plaza, Columbus, Ohio 43215,
independent auditors, have been selected as each Portfolio's auditors.

FINANCIAL STATEMENTS

The Portfolios' Annual Report to Shareholders for the fiscal year ended
December 31, 1996 and Semi-Annual Report to Shareholders for the six-month
period ended June 30, 1997 are separate documents supplied with this Statement
of Additional Information, and the financial statements, accompanying notes and,
with respect to the Annual Report to Shareholders, report of independent
auditors appearing therein are incorporated by reference in this Statement of
Additional Information.
<PAGE>
APPENDIX

Description of certain ratings assigned by Standard & Poor's Ratings Group
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch Investors Service,
L.P. ("Fitch") and Duff & Phelps Credit Rating Co. ("Duff"):

S&P

BOND RATINGS

AAA

Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories.

BBB

Bonds rated BBB are regarded as having an adequate capacity to pay interest
and repay principal. Whereas they normally exhibit 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
bonds in this category than for bonds in higher rated categories.

Bonds rated BB have less near-term vulnerability to default than other
speculative grade debt. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payment.

S&P's letter ratings may be modified by the addition of a plus (+) or minus
(-) sign designation, which is used to show relative standing within the major
rating categories, except in the AAA (Prime Grade) category.

COMMERCIAL PAPER RATING

The designation A-1 by S&P indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus sign (+)
designation. Capacity for timely payment on issues with an A-2 designation is
strong. However, the relative degree of safety is not as high as for issues
designated A-1.

Moody's

BOND RATINGS

Aaa

Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by 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 which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what generally are 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 risks appear somewhat larger than in Aaa securities.

Bonds which are rated A 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.

Baa

Bonds which are rated Baa 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 which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate, and therefore not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category. The
modifier 1 indicates a ranking for the security in the higher end of a rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates a ranking in the lower end of a rating category.

COMMERCIAL PAPER RATING

The rating Prime-1 (P-1) is the highest commercial paper rating assigned by
Moody's. Issuers of P-1 paper must have a superior capacity for repayment of
short-term promissory obligations, and ordinarily will be evidenced by leading
market positions in well established industries, high rates of return on funds
employed, conservative capitalization structures with moderate reliance on debt
and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.

Issuers (or relating supporting institutions) rated Prime-2 (P-2) have a
strong capacity for repayment of short-term promissory obligations. This
ordinarily will be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.

Fitch

BOND RATINGS

The ratings represent Fitch's assessment of the issuer's ability to meet
the obligations of a specific debt issue or class of debt. The ratings take into
consideration special features of the issue, its relationship to other
obligations of the issuer, the current financial condition and operative
performance of the issuer and of any guarantor, as well as the political and
economic environment that might affect the issuer's future financial strength
and credit quality.

AAA

Bonds rated AAA 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 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 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.

BBB

Bonds rated BBB 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 an 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.

Bonds rated BB are considered speculative. The obligor's ability to pay
interest and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified which
could assist the obligor in satisfying its debt service requirements.

Plus (+) and minus (-) signs are used with a rating symbol to indicate the
relative position of a credit within the rating category.

SHORT-TERM RATINGS

Fitch's short-term ratings apply to debt obligations that are payable on
demand or have original maturities of up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.

Although the credit analysis is similar to Fitch's bond rating analysis,
the short-term rating places greater emphasis than bond ratings on the existence
of liquidity necessary to meet the issuer's obligations in a timely manner.

F-1+

EXCEPTIONALLY STRONG CREDIT QUALITY. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1

VERY STRONG CREDIT QUALITY. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2

GOOD CREDIT QUALITY. Issues carrying this rating have a satisfactory degree
of assurance for timely payments, but the margin of safety is not as great as
the F-1+ and F-1 categories.

Duff

BOND RATINGS

AAA

Bonds rated AAA are considered highest credit quality. The risk factors are
negligible, being only slightly more than for risk-free U.S. Treasury debt.

Bonds rated AA are considered high credit quality. Protection factors are
strong. Risk is modest but may vary slightly from time to time because of
economic conditions.

Bonds rated A have protection factors which are average but adequate.
However, risk factors are more variable and greater in periods of economic
stress.

BBB

Bonds rated BBB are considered to have below average protection factors but
still considered sufficient for prudent investment. Considerable variability in
risk exists during economic cycles.

Bonds rated BB are below investment grade but are deemed by Duff as likely
to meet obligations when due. Present or prospective financial protection
factors fluctuate according to industry conditions or company fortunes. Overall
quality may move up or down frequently within the category.

Plus (+) and minus (-) signs are used with a rating symbol (except AAA) to
indicate the relative position of a credit within the rating category.

COMMERCIAL PAPER RATING

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 ample
asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as
having good certainty of timely payment, good access to capital markets and
sound liquidity factors and company fundamentals. Risk factors are small.
<PAGE>
PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Included in Part A of the Registration Statement:

Financial Highlights.
Included in Part B of the Registration Statement:

Statements of Investments.*

Statements of Assets and Liabilities.*

Statements of Operations.*

Statements of Changes in Net Assets.*

Notes to Financial Statements.*

Reports of KPMG Peat Marwick LLP, Independent
Auditors.*

- -------------------------
* Incorporated by reference to the Registrant's Annual
Report and Semi-Annual Report to Shareholders.

(b) Exhibits:

(1) (a) Articles of Incorporation are incorporated by
reference to Exhibit (1) of the Registration
Statement on Form N-1A, filed on March 29,
1990.

(b) Articles of Amendment are incorporated by
reference to Exhibit (1)(b) of Pre-Effective
Amendment No. 3 to the Registration
Statement on Form N-1A, filed on June 22,
1990.

(c) Articles Supplementary dated October 16,
1990 are incorporated by reference to
Exhibit(1)(c) of Post-Effective Amendment
No. 3 to the Registration Statement on Form
N-1A, filed on October 25, 1990.

(d) Articles Supplementary dated January 9, 1992
are incorporated by reference to Exhibit
(1)(d) of Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A,
filed on January 17, 1992.

(e) Articles Supplementary dated February 15,
1994 are incorporated by reference to Exhibit
(1)(e) of Post-Effective Amendment No. 22 to
the Registration Statement on Form N-1A,
filed on February 10, 1994.

(f) Articles of Amendment are incorporated by
by reference to Exhibit (1)(f) of Post-
Effective Amendment No. 26 to the
Registration Statement on Form N-1A,
filed on April 30, 1996.

(g) Articles Supplementary dated February 24,
1997 are incorporated by reference to
Exhibit (1)(g) of Post-Effective Amendment
No. 31 to the Registration Statement on
Form N-1A, filed on February 27, 1997.

(2) By-Laws are incorporated by reference to Exhibit
(2) of Pre-Effective Amendment No. 3 to the
Registration Statement on Form N-1A, filed on June
22, 1990.

(4) Specimen copies of stock certificates are
incorporated by reference to Exhibit (4) of Post-
Effective Amendment No. 6 to the Registration
Statement on Form N-1A, filed on June 7, 1991.

(5) (a)(i) Investment Advisory Agreement between
the Registrant and Mitchell Hutchins
Asset Management Inc. is incorporated by
reference to Exhibit (5)(b)(iii) of
Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A,
filed on June 7, 1991.

(a)(ii) Investment Advisory Agreement
between Registrant and First
American National Bank is incorporated
by reference to Post-Effective Amendment
No. 31 to the Registration Statement on
Form N-1A, filed on February 27, 1997.

(b)(i) Sub-Investment Advisory Agreement among
Registrant, First American National Bank
and Barnett Banks and Trust Company,
N.A. is incorporated by reference to
Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A,
filed on February 10, 1994.

(c) Administration Agreement between
Registrant and BISYS Fund Services
Limited Partnership dated April 25,
1996, as revised February 11, 1997,
is incorporated by reference to
Post-Effective Amendment No. 31 to the
Registration Statement on Form N-1A, filed
on February 27, 1997.

(6)(a) Distribution Agreement between
Registrant and BISYS Fund Services
Limited Partnership dated February 11,
1997 is incorporated by reference to
Post-Effective Amendment No. 31 to the
Registration Statement on Form N-1A, filed
on February 27, 1997.

(b)(i) Form of Plan Agreement, with respect to
Registrant's Correspondent Cash Reserves
Money Market Portfolio and Correspondent
Cash Reserves Tax Free Money Market
Portfolio, is incorporated by
reference to Exhibit (6)(b) of Post-
Effective Amendment No. 6 to the
Registration Statement on Form N-1A,
filed on June 7, 1991.

(b)(ii) Distribution Plan Agreement, with
respect to Registrant's AmeriStar
Portfolios, is incorporated by reference
to Post-Effective Amendment No. 31 to the
Registration Statement on Form N-1A, filed
on February 27, 1997.

(8)(a) Custody and Fund Accounting Agreement
with The Bank of New York is
incorporated by reference to
Exhibit (8)(a) of Pre-Effective
Amendment No. 3 to the Registration
Statement on Form N-1A, filed on June
22, 1990.

(b) Form of Foreign Sub-Custodian
Agreement is incorporated by
reference to Post-Effective
Amendment No. 22 to the Registration
Statement on Form N-1A, filed on
February 10, 1994.

(9)(a) Special Management Services Agreement
among the Registrant, Mitchell Hutchins
Asset Management Inc. and Concord
Holding Corporation is incorporated by
reference to Exhibit (9) of Post-
Effective Amendment No. 6 to the
Registration Statement on Form N-1A,
filed on June 7, 1991.

(b) Form of Shareholder Services Agreement
is incorporated by reference to
Exhibit (5)(e) of Pre-Effective
Amendment No. 3 to the Registration
Statement on Form N-1A, filed on
June 22, 1990.

(11) Consent of Independent Auditors.

(15)(a) Plan of Distribution pursuant to Rule
12b-1, with respect to Registrant's
Correspondent Cash Reserves Money Market
Portfolio and Correspondent Cash
Reserves Tax Free Money Market Portfolio,
is incorporated by reference to Exhibit
(15) of Post-Effective Amendment No. 6
to the Registration Statement on Form
N-1A, filed on June 7, 1991.

(b) Distribution Plan pursuant to Rule
12b-1, with respect to Registrant's
AmeriStar Portfolios.

(16) Computations of Performance Information
are incorporated by reference to Post-
Effective Amendment No. 25 to the
Registration Statement on Form N-1A,
filed on May 1, 1995.

(17) Financial Data Schedules are
incorporated by reference to
Registrant's Annual Report on Form N-SAR
filed on or about February 27, 1997 and
Semi-Annual Report on Form N-SAR filed on
or about August 28, 1997.

(18)(a) Rule 18f-3 Plans for Registrant's
CCR and AmeriStar Money Market
Portfolios are incorporated by
reference to Post-Effective Amendment
No. 25 to the Registration Statement on
Form N-1A, filed on May 1, 1995.

(b) Rule 18f-3 Plan for Registrant's
AmeriStar Non-Money Market Portfolios.

Other Exhibit: (i) Certificate of Corporate Secretary is
incorporated by reference to Other
Exhibit of Pre-Effective Amendment
No. 3 to the Registration Statement
on Form N-1A, filed on June 22,
1990.

(ii) Powers of Attorney are incorporated by
reference to Pre-Effective Amendment No.
1 and Post-Effective Amendment No. 8 to
the Registration Statement on Form
N-1A, filed on May 23, 1990 and November
15, 1991, respectively.

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

Not applicable.

Item 26. Number of Holders of Securities

(1) (2)

Number of Record
Holders as of
Title of Class October 31, 1997

Common Stock, par value
$.001 per share

Correspondent Cash Reserves
Money Market Portfolio 47,032

Correspondent Cash Reserves Tax
Free Money Market Portfolio 1,697

AmeriStar Prime Money Market Portfolio

--Trust Shares 2
--Investor Shares 22

AmeriStar Capital Growth Portfolio

--Trust Shares 7
--Investor Shares 4

AmeriStar Core Income
Portfolio

--Trust Shares 4
--Investor Shares 2

AmeriStar Limited
Duration Income Portfolio

--Trust Shares 4
--Investor Shares 3

AmeriStar Tennessee Tax Exempt
Bond Portfolio

--Trust Shares 4
--Investor Shares 6

AmeriStar U.S. Treasury Money
Market Portfolio

--Trust Shares 2
--Investor Shares 11

AmeriStar Dividend Growth Portfolio

--Trust Shares 4
--Investor Shares 2

AmeriStar Limited Duration U.S.
Government Portfolio

--Trust Shares 0
--Investor Shares 4

AmeriStar Limited Duration Tennessee
Tax Free Portfolio

--Trust Shares 0
--Investor Shares 4

Item 27. Indemnification

Reference is made to Article SEVENTH of the Registrant's Articles
of Incorporation filed as Exhibit 1 to the Registration Statement, filed on
March 29, 1990, and to Section 2-418 of the Maryland General Corporation Law.
The application of these provisions is limited by Article VIII of the
Registrant's By-Laws filed as Exhibit 2 to Pre-Effective Amendment No. 3 to the
Registration Statement, filed on June 22, 1990, and by the following undertaking
set forth in the rules promulgated by the Securities and Exchange Commission:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.

Reference also is made to the Distribution Agreement filed as
Exhibit 6(a) hereto.

Item 28(a). Business and Other Connections of Investment Adviser

(i) Registrant is fulfilling the requirement of this Item 28(a)
to provide a list of the officers and directors of Mitchell Hutchins Asset
Management Inc., the investment adviser of the Registrant's Correspondent Cash
Reserves Money Market Portfolio, together with information as to any other
business, profession, vocation or employment of a substantial nature engaged in
by Mitchell Hutchins Asset Management Inc. or those of its officers and
directors during the past two years, by incorporating by reference the
information contained in the Form ADV filed with the SEC pursuant to the
Investment Advisers Act of 1940 by the Mitchell Hutchins Asset Management Inc.
(SEC File No. 801-13219).

(ii) First American National Bank, the investment adviser of the
Registrant's AmeriStar Portfolios, is a wholly-owned subsidiary of First
American Corporation, a registered bank holding company. To the knowledge of the
Registrant, none of the directors or executive officers of First American
National Bank, except those described below, are or have been, at any time
during the past two years, engaged in any other business, profession, vocation
or employment of a substantial nature, except that certain directors and
executive officers of First American National Bank also hold or have held
various positions with bank and non-bank affiliates of First American National
Bank, including First American Corporation.

<TABLE>
<CAPTION>
Principal Occupation or
Other Employment of a
Position with Substantial
Name Adviser Nature

<S> <C> <C>
Samuel E. Beale, III Director President and Chief
Executive Officer of
Morrison Restaurants,
Inc.

Dennis C. Bottorff Director and President and Chief
Chief Executive Executive Officer of
Officer First American
Corporation

Earnest W. Deavenport, Jr. Director Group Vice President of
Eastman Kodak Company
Reginald D. Dickson Director President Emeritus of
INROADS, Inc.
T. Scott Fillebrown Director Private Investor

James A. Haslam, II Director President and Chief
Executive Officer of
Pilot Corporation
Martha R. Ingram Director Director of Public
Affairs of Ingram
Industries, Inc.
Walter D. Knestrick Director Chairman of the Board
of Walter Knestrick
Contractor, Inc.
Gene C. Koonce Director President and Chief
Executive Officer of
United Cities Gas
Company
James R. Martin Director Chairman and Chief
Executive Officer of
PlastiLine, Inc.
William O. McCoy Director Vice Chairman of the
Board of BellSouth
Corporation
Dale W. Polley Director, Vice Vice Chairman and Chief
Chairman and Administrative Officer
Chief of First American
Administrative Corporation
Officer
Toy F. Reid Director Retired Executive Vice
President of Eastman
Kodak Company
Roscoe R. Robinson Director Vice Chancellor for
Health Affairs of
Vanderbilt University
Medical Center
James F. Smith Director Chairman of the Board
of First American
Corporation
Cal Turner, Jr. Director Chairman and Chief
Executive Officer of
Dollar General
Corporation
David K. Wilson Director Chairman of the Board
of Cherokee Equity
Corporation
Toby S. Wilt Director President of TSW
Investment Company
William S. Wire, II Director Chairman of the Board
of Genesco, Inc.
James C. Armistead, Jr. Executive Vice None
President

John W. Boyle, Jr. President, None
Corporate Bank

R. Booth Chapman Executive Vice None
President

Emery F. Hill Executive Vice None
President

Dennis J. Hooks Executive Vice None
President

Rufus B. King Executive Vice None
President

John W. Logan Executive Vice None
President

Robert A. McCabe, Jr. President, None
General Bank

Robert E. McNeilly, Jr. President and None
Chief Executive
Officer, First
American Trust
Company, N.A.

Martin E. Simmons Executive Vice None
President,
General Counsel
and Corporate
Secretary

Terry S. Spencer Executive Vice None
President

Jonn W. Smithwick Executive Vice None
President

M. Terry Turner Executive Vice None
President

Alexander P. Waddell, IV Senior Vice None
President and
Treasurer

</TABLE>

Item 29. Principal Underwriters

(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:

AFBA Five Star Shares
ARCH Funds
AMCORE Vintage Funds
Ernst World Funds
Fountain Square Funds
HSBC Funds
KeyFunds
MarketWatch Funds
MMA Praxis Funds
Pacific Capital Funds
Pegasus Funds
Republic Funds
Riverside Funds
Summit High Yield Fund

(b) The information required by this Item 29(b) regarding each director or
officer of BISYS Fund Services Limited Partnership is incorporated by reference
to Schedule A of Form BD filed pursuant to the Securities Exchange Act of 1934
(SEC File No. 8-32480).

Item 30. Location of Accounts and Records

1. BISYS Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, Ohio 43219-3035

2. The Bank of New York
90 Washington Street
New York, New York 10015

3. First American National Bank
315 Deaderick Street
Nashville, Tennessee 37238

4. Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

(b) Registrant hereby undertakes

(1) to call a meeting of shareholders for the purpose of voting
upon the question of removal of a Director or Directors when requested in
writing to do so by the holders of at least 10% of the Registrant's outstanding
Common Stock and in connection with such meeting to comply with the provisions
of Section 16(c) of the Investment Company Act of 1940 relating to shareholders
communications;

(2) to furnish each person to whom a prospectus is delivered with
a copy of its most current annual report to shareholders, upon request and
without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York, on the 18th day
of November, 1997.

THE INFINITY MUTUAL FUNDS, INC.
(Registrant)

By: /s/ William B. Blundin*
WILLIAM B. BLUNDIN President

Pursuant to the requirements of the Securities Act of 1933,
this Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

/s/William B. Blundin* President (Principal
WILLIAM B. BLUNDIN Executive Officer) and
Chairman of the
Board of Directors

/s/Thresa B. Dewar* Treasurer (Chief
Thresa B. Dewar Financial and
Accounting Officer)

/s/Richard H. Francis* Director
RICHARD H. FRANCIS

/s/Norma A. Coldwell* Director
NORMA A. COLDWELL

/s/William W. McInnes* Director
WILLIAM W. McINNES

/s/Robert A. Robinson* Director
ROBERT A. ROBINSON

*By:/s/Robert L. Tuch November 18, 1997
Robert L. Tuch
Attorney-in-fact

<PAGE>
THE INFINITY MUTUAL FUNDS, INC.

Post-Effective Amendment No. 34 to

Registration Statement on Form N-1A under

the Securities Act of 1933 and

the Investment Company Act of 1940

EXHIBITS

<PAGE>

INDEX TO EXHIBITS
Page
(9)(c) Shareholder Services Plan
(11) Consent of Independent Auditors
(15)(b) Distribution Plan
(18)(b) 18f-3 Plan

EXHIBIT (9)(c)

THE INFINITY MUTUAL FUNDS, INC.

SHAREHOLDER SERVICES PLAN
FOR THE
AMERISTAR PORTFOLIOS

WHEREAS, The Infinity Mutual Funds, Inc. (the "Fund") is registered under
the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end,
management investment company, and offers for public sale distinct series of
shares of common stock, each corresponding to a distinct portfolio; and

WHEREAS, the Fund's Board of Directors (the "Board") has established as
separate portfolios of the Fund the AmeriStar Portfolios set forth on Schedule 1
hereto, as such Schedule may be revised from time to time (each, a "Portfolio");
and

WHEREAS, the Fund desires to adopt a Shareholder Services Plan ("Plan")
with respect to certain classes of shares of each Portfolio set forth on
Schedule 1 hereto (each, a "Class"); and

WHEREAS, the Fund intends to enter into agreements ("Plan Agreements") with
certain financial institutions, securities dealers and other industry
professionals ("Service Organizations") pursuant to which the Service
Organizations have agreed to perform certain services for the beneficial owners
of shares of each Class;

NOW, THEREFORE, the Fund hereby adopts this Plan with respect to each
Class.

Section 1. Pursuant to Plan Agreements, Service Organizations will provide
certain services as set forth therein to holders of shares of a Class in
consideration of a fee, computed monthly in the manner set forth in the Plan
Agreements, at an annual rate of up to .25% of the value of the average daily
net assets of such Class. The services provided by Service Organizations under
their Plan Agreements may include providing personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding the
Portfolios and providing reports and other information, and providing services
related to the maintenance of shareholder accounts. The Fund's administrator or
distributor and the Portfolios' investment adviser or sub-investment adviser and
their affiliates are eligible to become Service Organizations and to receive
fees under this Plan. As to each Class, all expenses incurred by such Class in
connection with the Plan Agreements and the implementation of this Plan shall be
borne entirely by the holders of such Class's shares.

Section 2. As to each Class, this Plan shall not take effect unless it
first has been approved, together with any related agreements, by votes of a
majority of both (a) the Board and (b) those Directors who are not "interested
persons" (as defined in the 1940 Act) of the Fund and have no direct or indirect
financial interest in the operation of this Plan or any Plan Agreement
("Independent Directors"), cast in person at a meeting (or meetings) called for
the purpose of voting on such approval; and until the Directors who approve the
Plan's taking effect have reached the conclusion that there is a reasonable
likelihood that the Plan will benefit such Class and the holders of its shares.

Section 3. As to each Class, this Plan shall continue for a period of one
year from its effective date, unless earlier terminated in accordance with its
terms, and thereafter shall continue automatically for successive annual
periods, provided such continuance is approved at least annually in the manner
provided in Section 2 hereof.

Section 4. The Board shall be provided with and shall review, at least
quarterly, a written report of the amounts expended with respect to each Class
under this Plan and the purposes for which such expenditures were made. Such
report shall include any amounts paid to Service Organizations and the purposes
for which such payments were made.

Section 5. As to each Class, this Plan may be amended at any time by the
Board, provided that any material amendment of the terms of this Plan shall
become effective only upon the approvals set forth in Section 2.

Section 6. As to each Class, this Plan is terminable at any time by vote of
a majority of the Independent Directors.

Section 7. While this Plan is in effect, the selection and nomination of
those Directors who are not "interested persons" (as defined in the 1940 Act) of
the Fund shall be committed to the discretion of the Directors who are not
interested persons of the Fund.

Section 8. The Fund shall preserve copies of this Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section 4 hereof for a period of not less than six years from the date of this
Plan, the first two years in an easily accessible place.

Dated: February 15, 1994
Amended: November 11, 1997
<PAGE>
SCHEDULE 1

NAME OF PORTFOLIO AND CLASS DATE ESTABLISHED

AmeriStar Capital Growth Portfolio February 15, 1994
Class B Shares

AmeriStar Core Income Portfolio February 15, 1994
Class B Shares

AmeriStar Dividend Growth Portfolio February 15, 1994
Class B Shares

AmeriStar Limited Duration Income February 15, 1994
Portfolio
Class B Shares

AmeriStar Limited Duration Tennessee February 15, 1994
Tax Free Portfolio
Class B Shares

AmeriStar Limited Duration U.S. February 11, 1997
Government Portfolio
Class B Shares

AmeriStar Prime Money Market February 15, 1994
Portfolio
Investor Shares

AmeriStar Tennessee Tax Exempt Bond February 11, 1997
Portfolio
Class B Shares

AmeriStar U.S. Treasury February 15, 1994
Money Market Portfolio
Investor Shares

EXHIBIT (11)

Independent Auditors' Consent

The Board of Directors
The Infinity Mutual Funds, Inc. -- The AmeriStar Mutual Funds:

We consent to the use of our report dated February 18, 1997, and
incorporated by reference herein, for The AmeriStar Mutual Funds - the AmeriStar
Capital Growth Portfolio (formerly the ValueStar Capital Growth Portfolio), the
AmeriStar Tennessee Tax Exempt Bond Fund (formerly the ValueStar Tennessee Tax
Exempt Bond Portfolio), the AmeriStar Limited Duration Income Portfolio
(formerly the ValueStar Short-Intermediate Duration Bond Portfolio) and the
AmeriStar Core Income Portfolio (formerly the ValueStar Investment Grade Bond
Portfolio) - as of December 31, 1996 and for the periods indicated therein, and
to the references to our firm under the headings "Financial Highlights" in the
Prospectus and "Custodian, Transfer and Dividend Disbursing Agent, Counsel and
Independent Auditors" in the Statement of Additional Information.

KPMG Peat Marwick LLP

Columbus, Ohio
November 17, 1997

EXHIBIT (15)(b)

THE INFINITY MUTUAL FUNDS, INC.

DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
UNDER THE INVESTMENT COMPANY ACT OF 1940

AmeriStar Portfolios

WHEREAS, the Fund currently employs BISYS Fund Services Limited Partnership
(the "Distributor") as distributor for the shares of common stock of each
Portfolio; and

WHEREAS, the Fund desires to adopt a Distribution Plan ("Plan") pursuant to
Rule 12b-1 under the 1940 Act with respect to each Portfolio and, in particular,
certain classes of shares of each Portfolio set forth on Schedule 1 hereto
(each, a "Class"); and

WHEREAS, the Board, in considering whether the Fund should implement this
Plan, has requested and evaluated such information as it deemed necessary to an
informed determination as to whether a written plan should be implemented and
has considered such pertinent factors as it deemed necessary to form the basis
for a decision to use assets of each Class for the purposes set forth below; and

WHEREAS, in voting to approve the implementation of this Plan, the
Directors have concluded, in the exercise of their reasonable business judgment
and in light of their respective fiduciary duties, that there is a reasonable
likelihood that the Plan will benefit each Class and the holders of its shares;

NOW, THEREFORE, the Fund hereby adopts this Plan with respect to each Class
in accordance with Rule 12b-1 under the 1940 Act.

Section 1. The Fund shall pay to the Distributor for advertising, marketing
and distributing a monthly fee in respect of each Class at the annual rate set
forth on Schedule 2 hereto. The Distributor may pay certain financial
institutions, securities dealers and other industry professionals ("Service
Organizations") in respect of these services pursuant to an agreement between
the Distributor and the Service Organization ("Plan Agreement"). The Fund's
administrator and the Portfolios' investment adviser or sub-investment adviser
and their affiliates are eligible to become Service Organizations and to receive
fees under this Plan. As to each Class, all expenses incurred by the Class in
connection with this Plan shall be borne entirely by the holders of such Class's
shares.

Section 2. Payments to Service Organizations under paragraph 1 hereof shall
be subject to compliance by the Service Organizations with the terms of their
respective Plan Agreement with the Distributor.

Section 3. As to each Class, this Plan shall not take effect with respect
to the Class unless it first has been approved by a vote of the then sole holder
of such Class's shares.

Section 4. As to each Class, this Plan shall become effective with respect
to the Class on the date the public offering of such Class's shares commences,
and shall continue for a period of one year from such effective date, unless
earlier terminated in accordance with the terms hereof. Thereafter, this Plan
shall continue automatically for successive annual periods, provided such
continuance is approved annually by the Board, including a majority of the
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund and who have no direct or indirect financial interest in the operation of
this Plan or in any Plan Agreement (the "Independent Directors"), pursuant to a
vote cast in person at a meeting called for the purpose of voting on the
continuance of this Plan.

Section 5. The Board shall be provided with and shall review, at least
quarterly, a written report of the amounts expended with respect to each Class
under this Plan and the purposes for which such expenditures were made. Such
report shall include any amounts paid to Service Organizations and the purposes
for which such payments were made.

Section 6. As to each Class, this Plan may be terminated at any time by
vote of the Board, by vote of a majority of the Independent Directors, or by
vote of the holders of a majority (as defined in the 1940 Act) of the
outstanding shares of such Class.

Section 7. As to any Class, this Plan may not be amended to increase
materially the payments provided for in paragraph 1 hereof unless such amendment
is approved by vote of the holders of a majority (as defined in the 1940 Act) of
such Class's shares, and no material amendment to this Plan affecting a Class
shall be made unless approved in the manner provided for approval and annual
renewal in Section 4 hereof.

Section 8. While this Plan is in effect, the selection and nomination of
those Directors who are not "interested persons" (as defined in the 1940 Act) of
the Fund shall be committed to the discretion of the Directors who are not
interested persons of the Fund.

Section 9. The Fund shall preserve copies of this Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Section 5 hereof for a period of not less than six years from the date of this
Plan, the first two years in an easily accessible place.

Dated: February 15, 1994
Amended: November 11, 1997
<PAGE>
SCHEDULE 1

NAME OF PORTFOLIO AND CLASSES DATE ESTABLISHED

AmeriStar Capital Growth Portfolio February 15, 1994
Class A
Class B

AmeriStar Core Income Portfolio February 15, 1994
Class A
Class B

AmeriStar Dividend Growth Portfolio February 15, 1994
Class A
Class B

AmeriStar Limited Duration Income February 15, 1994
Portfolio
Class A
Class B

AmeriStar Limited Duration Tennessee February 11, 1997
Tax Free Portfolio
Class A
Class B

AmeriStar Limited Duration U.S. February 11, 1997
Government Portfolio
Class A
Class B

AmeriStar Tennessee Tax February 15, 1994
Exempt Bond Portfolio
Class A
Class B
<PAGE>
SCHEDULE 2

Annual Fee as a
Percentage of Average
NAME OF PORTFOLIO AND CLASSES DAILY NET ASSETS

Ameristar Capital
Growth Portfolio
Class A .25
Class B .75

AmeriStar Core
Income Portfolio
Class A .25
Class B .75

AmeriStar Dividend
Growth Portfolio
Class A .25
Class B .75

AmeriStar Limited
Duration Income Portfolio
Class A .25
Class B .75

AmeriStar Limited Duration
Tennessee Tax Free Portfolio
Class A .25
Class B .75

AmeriStar Limited Duration
U.S. Government Portfolio
Class A .25
Class B .75

AmeriStar Tennessee Tax
Exempt Bond Portfolio
Class A .25
Class B .75

EXHIBIT (18)(b)

THE INFINITY MUTUAL FUNDS, INC.
AMERISTAR NON-MONEY MARKET FUNDS

RULE 18F-3 PLAN

Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940
Act"), requires that the Board of an investment company desiring to offer
multiple classes pursuant to said Rule adopt a plan setting forth the separate
arrangement and expense allocation of each class, and any related conversion
features or exchange privileges.

The Board, including a majority of the non-interested Board members, of The
Infinity Mutual Funds, Inc. (the "Fund"), on behalf of each series of the Fund
listed on Schedule A attached hereto (each, a "Portfolio") which offers multiple
classes, has determined that the following plan is in the best interests of each
class individually and each Portfolio as a whole:

1. CLASS DESIGNATION: Portfolio shares shall be divided into Class A
Shares, Class B Shares and Trust Shares.

2. DIFFERENCES IN SERVICES: The services offered to shareholders of each
Class shall be substantially the same, except that TELETRADE, Automatic
Investment Plan, Directed Distribution Plan, Automatic Withdrawal Plan and
Reinstatement Privilege shall be available only to holders of Class A Shares or
Class B Shares, and Right of Accumulation and Letter of Intent shall be
available only to holders of Class A Shares.

3. DIFFERENCES IN DISTRIBUTION ARRANGEMENTS: Class A Shares of each
Portfolio shall be offered with a front-end sales charge, as such term is
defined in the Conduct Rules of the National Association of Securities Dealers,
Inc. ("NASD"), and shall be charged an annual distribution fee under a
Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The amount
of the sales charge and the amount of the fees under the Distribution Plan
pertaining to the Class A Shares are set forth on Schedule B hereto.

Class B Shares shall not be subject to a front-end sales charge, but shall
be subject to a contingent deferred sales charge (a "CDSC"), as such term is
defined in the Conduct Rules of the NASD, and shall be charged an annual
distribution fee under a Distribution Plan adopted pursuant to Rule 12b-1 under
the 1940 Act and an annual service fee under a Shareholder Services Plan. The
amount of and provisions relating to the CDSC, and the amount of the fees under
the Distribution Plan and Shareholder Services Plan pertaining to the Class B
Shares, are set forth on Schedule C hereto.

Trust Shares shall be offered at net asset value with no front-end sales
charge or CDSC. Trust Shares shall be offered exclusively to clients of First
American National Bank for their qualified trust, custody and/or agency accounts
and to clients of affiliated and correspondent banks of First American National
Bank or certain other institutions for their similar accounts maintained at such
affiliates or institutions.

4. EXPENSE ALLOCATION: The following expenses shall be allocated, to the
extent practicable, on a Class-by-Class basis: (a) fees under the Distribution
Plan and Shareholder Services Plan; (b) printing and postage expenses related to
preparing and distributing materials, such as shareholder reports, prospectuses
and proxies, to current shareholders of a specific Class; (c) Securities and
Exchange Commission and Blue Sky registration fees incurred by a specific Class;
(d) the expense of administrative personnel and services as required to support
the shareholders of a specific Class; (e) litigation or other legal expenses
relating solely to a specific Class; (f) transfer agent fees identified by the
Fund's transfer agent as being attributable to a specific Class; and (g) Board
members' fees incurred as a result of issues relating to a specific Class.

5. CONVERSION FEATURES: Class B Shares shall automatically convert to Class
A Shares after a specified period of time after the date of purchase, based on
the relative net asset value of each such Class without the imposition of any
sales charge, fee or other charge, as set forth on Schedule D hereto. No other
Class shall be subject to any automatic conversion feature.

6. EXCHANGE PRIVILEGES: Portfolio shares of a Class shall be exchangeable
only for (a) shares of the same Class of another Portfolio and (b) shares of
certain other investment companies specified from time to time.

Dated: April 26, 1995
Amended: November 11, 1997
<PAGE>
SCHEDULE A

AmeriStar Capital Growth Portfolio

AmeriStar Core Income Portfolio

AmeriStar Dividend Growth Portfolio

AmeriStar Limited Duration Income Portfolio

AmeriStar Limited Duration Tennessee Tax Free Portfolio

AmeriStar Limited Duration U.S. Government Portfolio

AmeriStar Tennessee Tax Exempt Bond Portfolio
<PAGE>
SCHEDULE B

FRONT-END SALES CHARGE--CLASS A SHARES OF AMERISTAR CORE INCOME PORTFOLIO,
AMERISTAR LIMITED DURATION INCOME PORTFOLIO, AMERISTAR LIMITED DURATION INCOME
PORTFOLIO, AMERISTAR LIMITED DURATION TENNESSEE TAX FREE PORTFOLIO, AMERISTAR
LIMITED DURATION U.S. GOVERNMENT PORTFOLIO AND AMERISTAR TENNESSEE TAX EXEMPT
BOND PORTFOLIO--The public offering price for Class A Shares of such Portfolios
shall be the net asset value per share of that Class plus a sales load as shown
below:

<TABLE>
<CAPTION>
Total Sales Load
-----------------------------------------------------------
As a % of As a % of
offering net asset
price per value per
share share
Amount of Transaction
------------------------ -------------------------
<S> <C> <C>
Less than $50,000............................................... 3.00 3.09
$50,000 to less than $100,000................................... 2.50 2.56
$100,000 to less than $250,000.................................. 2.00 2.04
$250,000 to less than $500,000.................................. 1.50 1.52
$500,000 to less than $1,000,000................................ 1.00 1.01
$1,000,000 or more.............................................. -0- -0-
</TABLE>

FRONT-END SALES CHARGE--CLASS A SHARES OF AMERISTAR CAPITAL GROWTH PORTFOLIO AND
AMERISTAR DIVIDEND GROWTH PORTFOLIO ONLY-- Effective September 30, 1997, the
public offering price for Class A Shares of such Portfolios shall be the net
asset value per share of that Class plus, except for shareholders beneficially
owning Class A Shares of such Portfolios on September 30, 1997, a sales load as
shown below:

<TABLE>
<CAPTION>
Total Sales Load
-----------------------------------------------------------
As a % of As a % of
offering net asset
price per value per
share share
Amount of Transaction
------------------------ -------------------------
<S> <C> <C>
Less than $50,000............................................... 4.75 4.99
$50,000 to less than $100,000................................... 4.00 4.17
$100,000 to less than $250,000.................................. 3.25 3.36
$250,000 to less than $500,000.................................. 2.50 2.56
$500,000 to less than $1,000,000................................ 1.75 1.78
$1,000,000 or more.............................................. -0- -0-
</TABLE>

FRONT-END SALES CHARGE--CLASS A SHARES OF AMERISTAR CAPITAL GROWTH PORTFOLIO AND
AMERISTAR DIVIDEND GROWTH PORTFOLIO ONLY-- SHAREHOLDERS BENEFICIALLY OWNING
CLASS A SHARES ON SEPTEMBER 30, 1997--For shareholders beneficially owning Class
A Shares of AmeriStar Capital Growth Portfolio and AmeriStar Dividend Growth
Portfolio on September 30, 1997, the public offering price for Class A Shares of
such Portfolio shall be the net asset value per share of that Class plus a sales
load as shown below:

<TABLE>
<CAPTION>
Total Sales Load
-----------------------------------------------------------
As a % of As a % of
offering net asset
price per value per
share share
Amount of Transaction
------------------------ -------------------------
<S> <C> <C>
Less than $100,000.............................................. 3.00 3.09
$100,000 to less than $250,000.................................. 2.50 2.56
$250,000 to less than $500,000.................................. 2.00 2.04
$500,000 to less than $750,000.................................. 1.50 1.52
$750,000 to less than $1,000,000................................ 1.00 1.01
$1,000,000 or more.............................................. -0- -0-
</TABLE>

AMOUNT OF DISTRIBUTION PLAN FEES--CLASS A SHARES--.25 of 1% of the value of the
average daily net assets of Class A.
<PAGE>
SCHEDULE C

CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES--A CDSC payable to the Fund's
Distributor shall be imposed on any redemption of Class B Shares which reduces
the current net asset value of such Class B Shares to an amount which is lower
than the dollar amount of all payments by the redeeming shareholder for the
purchase of Class B Shares of the Portfolio held by such shareholder at the time
of redemption. No CDSC shall be imposed to the extent that the net asset value
of the Class B Shares redeemed does not exceed (i) the current net asset value
of Class B Shares acquired through reinvestment of dividends or capital gain
distributions, plus (ii) increases in the net asset value of the shareholder's
Class B Shares above the dollar amount of all payments for the purchase of Class
B Shares of the Portfolio held by such shareholder at the time of redemption.

In circumstances where the CDSC is imposed, the amount of the charge shall
depend on the number of years from the time the shareholder purchased the Class
B Shares until the time of redemption of such shares. Solely for purposes of
determining the number of years from the time of any payment for the purchase of
Class B Shares, all payments during a month shall be aggregated and deemed to
have been made on the first day of the month.

The following table sets forth the rates of the CDSC for Class B Shares:

CDSC AS A % OF
YEAR SINCE AMOUNT INVESTED
PURCHASE PAYMENT OR REDEMPTION
WAS MADE PROCEEDS

In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible rate.
Therefore, it shall be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net asset value of
Class B Shares above the total amount of payments for the purchase of Class B
Shares made during the preceding six years; then of amounts representing the
cost of shares purchased six years prior to the redemption; and finally, of
amounts representing the cost of shares held for the longest period of time
within the applicable six-year period.

WAIVER OF CDSC--The CDSC shall be waived in connection with (a) redemptions made
within one year after the death or disability, as defined in Section 72(m)(7) of
the Internal Revenue Code of 1986, as amended (the "Code"), of the shareholder,
(b) redemptions by participants in qualified or non-qualified employee benefit
plans or other programs (such as 401(k), 403(b)(7), 457 and Keogh plans)
sponsored by the Portfolio's Adviser, the Distributor or their affiliates or
subsidiaries or which make direct investments in the Portfolio by means of
electronic data transmission, (c) redemptions as a result of a combination of
any investment company with the Portfolio by merger, acquisition of assets or
otherwise, and (d) a distribution following retirement under a tax-deferred
retirement plan or upon attaining age 70-1/2 in the case of an IRA or Keogh plan
or custodial account pursuant to Section 403(b) of the Code. Any Portfolio
shares subject to a CDSC which were purchased prior to the termination of such
waiver shall have the CDSC waived as provided in the Portfolio's prospectus at
the time of the purchase of such shares.

AMOUNT OF DISTRIBUTION PLAN FEES--CLASS B SHARES--.75 of 1% of the value of the
average daily net assets of Class B.

AMOUNT OF SHAREHOLDER SERVICES PLAN FEES--CLASS B SHARES--.25 of 1% of the value
of the average daily net assets of Class B.

- --------
* Approximately seven years after the date of purchase, Class B Shares
automatically shall convert to Class A Shares.
<PAGE>
SCHEDULE D

CONVERSION OF CLASS B SHARES--Approximately seven years after the date of
purchase, Class B Shares automatically shall convert to Class A Shares, based on
the relative net asset values for shares of each such Class, and shall no longer
be subject to the distribution fee and shareholder services fee charged Class B
Shares, but shall be subject to the distribution fee charged Class A Shares. At
that time, Class B Shares that have been acquired through the reinvestment of
dividends and distributions ("Dividend Shares") shall be converted in the
proportion that a shareholder's Class B Shares (other than Dividend Shares)
converting to Class A Shares bears to the total Class B Shares then held by the
shareholder which were not acquired through the reinvestment of dividends and
distributions.