ACCESSOR FUNDS INC, 497, 1995-12-01

ACCESSOR FUNDS INC
497, 1995-12-01

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<PAGE>
Supplement dated December 1, 1995 to Accessor Funds, Inc.
Equity Portfolios Prospectus, Fixed-Income Portfolios Prospectus and
Statement of Additional Information, each dated September 15, 1995

Effective December 1, 1995, State Street Bank and Trust Company ceased
to be the transfer agent, registrar and dividend disbursing agent for the
Portfolios of Accessor Funds, Inc. (the "Fund"). Beginning on December 1,
1995, Bennington Capital Management L.P. ("Bennington"), the investment
adviser and manager of the Fund, will provide the transfer agent, registrar
and dividend disbursing agent services to the Fund pursuant to a Transfer
Agency and Administrative Agreement (the "Transfer Agent Agreement").
Bennington has provided sub-transfer agent and compliance services to the
Fund pursuant to a Sub-Administration Agreement (the "Sub-Administration
Agreement"), effective September 7, 1994, between Bennington and the Fund.
Effective December 1, 1995, the Sub-Administration Agreement terminated and
sub-transfer agent and compliance services provided thereunder are provided
pursuant to the Transfer Agent Agreement. Under the Transfer Agent
Agreement, for providing these services Bennington will receive (i) a fee
equal to 0.12% of the average daily net assets of each Portfolio of the
Fund, subject to a minimum annual fee of $40,000.00 per Portfolio and
(ii) a transaction fee of $.50 per transaction.

Effective December 1, 1995, State Street Bank and Trust Company ceased
to be the custodian for shareholders of the Fund with respect to an
individual retirement custodial account plan. Beginning on December 1,
1995, the Fund will provide a prototype individual retirement custodial
account plan for shareholders of the Fund. The Fifth Third Bank ("Fifth
Third"), a banking company organized under the laws of the State of Ohio,
will provide custodial services to the individual retirement custodial
accounts (the "IRA Accounts") pursuant to an Agreement between the Fund,
Bennington and Fifth Third (the "Custodian Agreement"). Pursuant to the
Custodian Agreement and the Transfer Agent Agreement, Bennington will
provide certain recordkeeping and administrative services to the IRA
Accounts. An annual maintenance charge of $25.00 will be charged to each
IRA Account with an aggregate balance of less than $10,000.00.

<PAGE>
<PAGE>
The text of each of the Equity Portfolios Prospectus, the Fixed-Income
Portfolios Prospectus and the Statement of Additional Information follows:

ACCESSOR FUNDS, INC.
EQUITY PORTFOLIOS
PROSPECTUS - September 15, 1995 1420 Fifth Avenue
Suite 3130
Seattle, WA 98101
1-800-759-3504

New Account Information and Shareholder Services 206-224-7420

ACCESSOR FUNDS, INC. (the "Fund"), is a multi-managed, no-load, open-end
management investment company, known as a mutual fund. The Fund currently
consists of ten diversified investment portfolios, each with its own
investment objective and policies. This Prospectus pertains to the
following four equity portfolios of the Fund (individually, a "Portfolio"
and collectively, the "Portfolios"):

GROWTH PORTFOLIO
VALUE AND INCOME PORTFOLIO
SMALL TO MID CAP PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO

and sets forth concisely the information about the Portfolios that a
prospective investor should know before investing. The Fund has filed a
Statement of Additional Information, dated September 15, 1995, with the
Securities and Exchange Commission (the "SEC"). The Statement of
Additional Information, containing further information about the Portfolios
and the Fund which may be of interest to investors, is incorporated herein
by reference in its entirety. A free copy may be obtained by writing or
calling the Fund at the address or phone number shown above.

THIS PROSPECTUS SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH
STATE.

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.

<PAGE>
TABLE OF CONTENTS

Page

SUMMARY 3
FEES AND PORTFOLIO EXPENSES 4
FINANCIAL HIGHLIGHTS 6
Growth Portfolio 6
Value and Income Portfolio 6
Small to Mid Cap Portfolio 7
International Equity Portfolio 7
PORTFOLIO MANAGEMENT 8
DESCRIPTION OF THE PORTFOLIOS 8
General 8
Risk Factors and Special Considerations 9
Investment Objectives and Investment Policies 9
Investment Policies 11
Investment Restrictions 16
GENERAL MANAGEMENT OF THE PORTFOLIOS 17
THE MONEY MANAGERS 18
EXPENSES OF THE PORTFOLIOS 22
PORTFOLIO TRANSACTION POLICIES 22
DIVIDENDS AND DISTRIBUTIONS 23
TAXES 23
CALCULATION OF PORTFOLIO PERFORMANCE 25
VALUATION OF PORTFOLIO SHARES 25
PURCHASE OF PORTFOLIO SHARES 26
REDEMPTION OF PORTFOLIO SHARES 28
ADDITIONAL INFORMATION 30
Service Providers 30
Signature Guarantees 30
Organization, Capitalization and Voting 31
Shareholder Inquiries and Reports to Shareholders 32
Glass-Steagall Act 32
MONEY MANAGER PROFILES 33
DESCRIPTION OF INDICES A-1

<PAGE>
SUMMARY

The following summary is qualified in its entirety by the more
detailed information included elsewhere in this Prospectus.

The Fund. The Fund is a multi-managed, no-load, open-end, management
investment company, known as a mutual fund. The Fund currently consists of
ten diversified investment portfolios, each with its own investment
objective and policies. This Prospectus pertains to the Fund's Growth,
Value and Income, Small to Mid Cap and International Equity Portfolios
(individually a "Portfolio" and collectively the "Portfolios"). See
"Description of the Portfolios - General" and "- Investment Objectives."

Each Portfolio seeks to achieve its investment objective by using
investment policies and strategies which are distinct from investment
policies and strategies of other portfolios of the Fund. The investment
objective and the name of the investment management organization
(individually the "Money Manager" and collectively the "Money Managers")
for each of the Portfolios are described below:

. GROWTH PORTFOLIO -- State Street Bank and Trust Company -- seeks capital
growth through investing primarily in equity securities with greater
than average growth characteristics selected from the 500 U.S. issuers
which make up the Standard & Poor's 500 Composite Stock Price Index (the
"S&P 500").

. VALUE AND INCOME PORTFOLIO -- Martingale Asset Management, L.P. -- seeks
generation of current income and capital growth by investing primarily
in income-producing equity securities selected from the 500 U.S. issuers
which make up the S&P 500.

. SMALL TO MID CAP PORTFOLIO* <F1> -- Symphony Asset Management, Inc. --
seeks capital growth through investing primarily in equity securities of
small to medium capitalization issuers.

*<F1>
Formerly the "Small Cap Portfolio." Prior to September 15, 1995, the
Small Cap Portfolio sought to achieve its investment objective through
investing primarily in small capitalization issuers (selected from the
2,000 U.S. issuers with the next largest market capitalization after
(and excluding) the 1,000 U.S. issuers with the largest market
capitalization). On August 15, 1995, the shareholders of the Small Cap
Portfolio approved a change in the investment objective of the Small Cap
Portfolio effective September 15, 1995, to permit the Small Cap
Portfolio to also invest in medium capitalization issuers. This change
in investment objective coincided with the change of the name of the
Small Cap Portfolio to Small to Mid Cap Portfolio and the commencement
of management by a new Money Manager for the Small to Mid Cap Portfolio.
</F1>
<PAGE>
. INTERNATIONAL EQUITY PORTFOLIO -- Nicholas-Applegate Capital Management --
seeks capital growth by investing primarily in equity securities of
companies domiciled in countries other than the United States and traded
on foreign stock exchanges.

Management. Bennington is the manager and administrator of the Fund
pursuant to its Management Agreement with the Fund. As such, Bennington
provides or oversees the provision of all general management,
administration, investment advisory and portfolio management services for
the Fund. See "General Management of the Portfolios."

Purchase and Redemption of Shares. Shares are purchased by
shareholders directly from and are redeemed by the Portfolios at net asset
value next determined after an order for purchase or redemption has been
received, without any sales or redemption charges. See "Purchase of
Portfolio Shares" and "Redemption of Portfolio Shares."

Risk Factors and Special Considerations. The Fund is designed to
provide diverse opportunities in equity and debt securities. There can be
no assurance that the investment objective for any Portfolio will be
achieved.

Dividends and Distributions. Each Portfolio intends to distribute at
least annually to its shareholders substantially all of its net investment
income and its net realized long- and short-term capital gains. Dividends
from the net investment income of the Domestic Equity Portfolios will be
declared and paid quarterly. Dividends from the net investment income of
the International Portfolio will be declared and paid annually. See
"Dividends and Distributions."

<PAGE>
Taxation. Each Portfolio has or will elect to qualify and intends to
remain qualified as a regulated investment company for federal income tax
purposes. As such, the Fund anticipates that no Portfolio will be subject
to federal income tax on income and gains that are distributed to
shareholders. See "Taxes."

Service Providers.

Bennington is the manager and administrator of the Fund, as described
above. Bennington provides or oversees the provision of all general
management, administration, investment advisory and portfolio management
services for the Fund. Bennington provides certain sub-transfer agent and
compliance services to the Fund, pursuant to its Sub-Administration
Agreement with the Fund.

PNC Bank, National Association, a national banking association
("PNC") and an indirect, wholly-owned subsidiary of PNC Bank Corp., acts as
custodian of the Portfolios' assets and, through an agreement with Barclays
Bank PLC ("Barclays Bank"), PNC and the Fund, Barclays Bank may employ
sub-custodians outside the United States which have been approved by the
Fund's Board of Directors (the "Board of Directors").

PFPC Inc., ("PFPC") a Delaware corporation, and an indirect,
wholly-owned subsidiary of PNC Bank Corp. is the sub-administrator to the
Fund. PFPC performs accounting, recordkeeping, and other administrative
services for the Fund.

State Street Bank and Trust Company ("State Street") serves as
transfer agent, registrar, dividend disbursing agent, and is custodian for
investors of the Portfolios with respect to individual retirement accounts
("IRAs").

Deloitte & Touche LLP are the Fund's independent auditors.

Mayer, Brown & Platt serves as the Fund's outside legal counsel. See
"Additional Information--Service Providers."

<PAGE>

FEES AND PORTFOLIO EXPENSES

The following table lists the fees and expenses that an investor
should expect to incur as a shareholder of each of the Portfolios based on
projected annual operating expenses.

<TABLE>
<CAPTION>
SHAREHOLDER
TRANSACTION
EXPENSES (a)<F2>

Portfolios

Value Small to International
Growth and Income Mid Cap Equity
______ __________ ________ _____________
<S> <C> <C> <C> <C>
Sales Load
on Purchases None None None None
Sales Load on
Reinvested
Dividends None None None None
Deferred Sales
Load None None None None
Redemption Fees/
Exchange Fees(b)<F3> None None None None
_________________

(a)<F2> Shares of the Portfolios are expected to be sold primarily through
registered investment advisers, bank trust departments and
financial planners. See "General Management of the Portfolios -
Distribution."
(b)<F3> The Fund charges a transaction fee of $10.00 for any redemption
under $1,000 and a processing fee of $10.00 for any redemption
requested by check, except that no such transaction fee or
processing fee will be charged to shareholders of the Small to Mid
Cap Portfolio who redeem shares between the effective date of this
Prospectus and December 31, 1995. See "Redemption of Portfolio
Shares."
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ANNUAL PORTFOLIO
OPERATING EXPENSES
(as a percentage of
average net assets)(a)<F4>
Portfolios

Value Small to International
Growth and Income Mid Cap Equity
______ __________ ________ _____________

<S> <C> <C> <C> <C>
Management Fees(b)<F5> 0.77% 0.75% 0.81% 0.95%
12b-1 Fees(c)<F6> None None None None
Other Expenses 0.55% 0.72% 0.55% 0.80%
_____ _____ _____ _____
Total Portfolio
Operating Expenses 1.32% 1.47% 1.36% 1.75%
_________________ ===== ===== ===== =====
(a)<F4> The actual expense ratios for the fiscal year ended December 31,
1994 were different than those shown in the table. The table data
has been restated to reflect fees and expenses expected to be
incurred during the fiscal year ended December 31, 1995, not actual
expenses. For actual expenses incurred during the fiscal year
ended December 31, 1994, see "Financial Highlights."
(b)<F5> Management fees consist of the management fee paid to Bennington
and the Money Manager fee paid to each Portfolio's Money Manger.
See "General Management of the Portfolios - Fund Manger Services
and Fees" and "The Money Managers--Money Manager Fees."
(c)<F6> The Fund's 12b-1 Plan provides for certain payments to be made to
Qualified Recipients that have rendered assistance in shareholder
servicing or in the distribution and/or retention of a Portfolio's
shares and do not involve payments out of the assets or income of
the Portfolios.
</TABLE>
<PAGE>
EXAMPLE: You would pay the following expenses on a $1,000 investment,
assuming (1) a 5% annual return and (2) redemption at the end of each
time period:
<TABLE>
<CAPTION>
Portfolios

Value Small to International
Growth and Income Mid Cap Equity
______ __________ ________ _____________

<S> <C> <C> <C> <C>
One Year $13 $15 $14 $18
Three Years $42 $46 $43 $55
Five Years $72 $80 $74 $95
Ten Years $159 $176 $164 $206
</TABLE>

The example assumes Money Manager and other fees are paid at the
rates provided in the table. For a discussion of certain management and
Money Manager fees, see footnote (b) to the table.

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The purpose of this table is to assist investors in understanding
the various costs and expenses that an investor in the Portfolios will
bear. For a more complete description of the various costs and expenses,
see "Expenses of the Portfolios."

FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each of the Periods Indicated)

The following information on financial highlights for the periods
ended December 31, 1992, December 31, 1993 and December 31, 1994 has been
audited by Deloitte & Touche LLP, independent auditors, whose report
thereon was unqualified. This information should be read in conjunction
with the financial statements and notes thereto and auditor's report that
appear in the Fund's Annual Reports for those years, which appeared in
the respective Statement of Additional Information. The information for
the six-month period ended June 30, 1995, has been derived from unaudited
data and includes all adjustments consisting of normal recurring
adjustments necessary to state fairly the information set forth therein.
This information should be read in conjunction with the financial
statements and notes thereto appearing in the Semi-Annual Report for the
period ended June 30, 1995, which is incorporated into and unless
previously provided is delivered together with the Statement of
Additional Information.
<PAGE>
<TABLE>
<CAPTION>
Growth Portfolio Value and Income Portfolio
__________________________________ __________________________________
Period Period
from from
Period Year Year 8/25/92 Period Year Year 8/25/92
ended ended ended to ended ended ended to
6/30/95 12/31/94 12/31/93 12/31/92 6/30/95 12/31/94 12/31/93 12/31/92

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value at Beginning
of Period $14.37 $14.16 $13.06 $12.00 $13.01 $13.58 $12.58 $12.00
Net Investment Income _____ _____ _____ _____ _____ _____ _____ _____
After Bennington expense
subsidy(1)<F7> 0.07 0.13 0.14 0.06 0.16 0.25 0.25 0.12
Before Bennington expense
subsidy 0.07 0.12 (0.03) (0.06) 0.16 0.24 0.08 (0.03)
Realized and Unrealized Gain
(Loss) on Investments 3.05 0.42 1.69 1.14 2.19 (0.51) 1.59 0.59
____ _____ _____ ____ ____ _____ ____ ____
Total from Investment Operations 3.12 0.55 1.83 1.20 2.35 (0.26) 1.84 0.71
_____ _____ _____ ____ ____ _____ _____ ____
Dividends from Net Investment
Income (0.07) (0.13) (0.14) (0.06) (0.16) (0.25) (0.25) (0.12)
Capital Gains Distributions (0.07) (0.21) (0.59) (0.08) 0.00 (0.05) (0.59) (0.01)
Distributions in Excess of
Capital Gains 0.00 0.00 0.00 0.00 0.00 (0.01) 0.00 0.00
Return of Capital Distributions 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
____ ____ ____ ____ ____ ____ ____ ____
Total Distributions (0.14) (0.34) (0.73) (0.14) (0.16) (0.31) (0.84) (0.13)
Net Asset Value at End of ____ ____ ____ ____ ____ _____ _____ ____
Period $17.35 $14.37 $14.16 $13.06 $15.20 $13.01 $13.58 $12.58
===== ===== ===== ===== ===== ===== ===== =====
Total Return(2)<F8> 21.73% 3.99% 14.21% 10.01% 18.10% (1.93%) 14.69% 5.92%
Net Assets, End of Period
(000 Omitted) $31,993 $23,534 $8,986 $4,253 $23,469 $19,999 $11,225 $3,859<PAGE>
Ratio of Expenses to Average
Net Assets
After Bennington expense
subsidy(1)<F7> 1.36%* 1.76% 1.21% 1.18%* 1.51%* 1.77% 1.21% 1.18%*
Before Bennington expense
subsidy 1.36%* 1.83% 2.64% 3.91%* 1.51%* 1.85% 2.61% 4.60%*
Ratio of Net Investment Income to
Average Net Assets
After Bennington expense
subsidy(1)<F7> 0.90%* 1.02% 1.16% 1.26%* 2.26%* 2.00% 2.02% 2.86%*
Before Bennington expense
subsidy 0.90%* 0.95% (0.27%) (1.47%) 2.26%* 1.92% 0.62% (0.56%)*
Portfolio Turnover Rate(3)<F9> 35.98%* 57.71% 60.92% 19.88%* 36.57%* 54.26% 64.56% 7.94%*
___________________
(1)<F7> During the fiscal period ended December 31, 1993 and for the
period from January 1, 1994 to February 28, 1994, Bennington
subsidized operating expenses other than Bennington's and Money
Managers' fees ("Other Expenses") in excess of 0.56% of the
average daily net assets of the Growth and Value and Income
Portfolios. Effective March 1, 1994, Bennington discontinued
subsidizing Other Expenses of the Growth and Value and Income
Portfolios.
(2)<F8> Total return is calculated assuming a purchase of shares at net
asset value per share on the first day and a sale at net asset
value per share on the last day of each period reported.
Distributions are assumed, for purposes of this calculation,
to be reinvested at the net asset value per share on the
respective payment dates of each Portfolio. The Fund may charge
a transaction fee of $10.00 for redemptions by wire under $1,000
and a processing fee of $10.00 for redemptions made by check,
which are not reflected in the total return.
(3)<F9> See discussion of portfolio turnover rates in "Portfolio
Transaction Policies."
* Annualized.
/TABLE
<PAGE>
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each of the Periods Indicated)

The following information on financial highlights for the Small to
Mid Cap Portfolio (formerly the Small Cap Portfolio)(1)<F10> for the periods
ended December 31, 1992, December 31, 1993 and December 31, 1994 and for
the International Portfolio, which commenced investment operations on
October 3, 1994, has been audited by Deloitte & Touche LLP, independent
auditors, whose report thereon was unqualified. This information should be
read in conjunction with the financial statements and notes thereto and
auditors' report that appear in the Fund's Annual Reports for those years,
which appeared in the respective Statement of Additional Information. The
financial information for the six-month period ended June 30, 1995, has
been derived from unaudited data and includes all adjustments consisting of
normal recurring adjustments necessary to state fairly the information set
forth therein. This information should be read in conjunction with the
financial statements and notes thereto appearing in the Semi-Annual Report
for the period ended June 30, 1995 which is incorporated into and unless
previously provided is delivered together with the Statement of Additional
Information.
<PAGE>
<TABLE>
<CAPTION>
Small to Mid Cap Portfolio International
(formerly the "Small Cap Equity
Portfolio")(1)<F10> Portfolio
_____________________________________ _________________
Period Period
from from
Period Year Year 8/25/92 Period 10/3/94
ended ended ended to ended to
6/30/95 12/31/94 12/31/93 12/31/92 6/30/95 12/31/94

<S> <C> <C> <C> <C> <C> <C>
Net Asset Value at Beginning of Period $14.08 $14.79 $13.56 $12.00 $11.67 $12.00
Net Investment Income _____ _____ _____ _____ _____ _____
After Bennington expense subsidy(2)<F11> 0.03 (0.01) 0.04 0.03 0.08 0.01
Before Bennington expense subsidy 0.03 (0.04) (0.20) (0.15) 0.07 (0.35)
Realized and Unrealized Gain (Loss) on 1.93 (0.59) 1.91 1.56 (0.44) (0.34)
Investments _____ _____ _____ ____ _____ _____
Total from Investment Operations 1.96 (0.60) 1.95 1.59 (0.36) (0.33)
_____ _____ _____ ____ _____ ____
Dividends from Net Investment Income (0.03) 0.00 (0.04) (0.03) 0.00 0.00
Capital Gains Distributions (0.04) (0.10) (0.68) 0.00 0.00 0.00
Distributions in Excess of Capital Gains 0.00 0.00 0.00 0.00 0.00 0.00
Return of Capital Distributions 0.00 (0.01) (0.00) 0.00 0.00 0.00
_____ _____ _____ ____ _____ ____
Total Distributions (0.07) (0.11) (0.72) (0.03) 0.00 0.00
____ _____ _____ ____ _____ ____
Net Asset Value at End of Period $15.97 $14.08 $14.79 $13.56 $11.31 $11.67
====== ====== ====== ===== ===== =====
<PAGE>
Total Return(3)<F12> 13.94% (4.07%) 14.39% 13.28% (3.08%) (2.75%)
Net Assets, End of
Period (000 Omitted) $38,079 $24,148 $9,791 $4,520 $27,015 $7,566
Ratio of Expenses to Average Net Assets
After Bennington expense subsidy(1)<F10> 1.44%* 1.98% 1.55% 1.51%* 1.75%* 1.86%*
Before Bennington expense subsidy 1.44%* 2.38% 3.33% 5.36%* 2.02%* 4.06%*
Ratio of Net Investment Income to Average
Net Assets
After Bennington expense subsidy(1)<F10> 0.40%* (0.18%) 0.30% 0.74%* 1.13%* 0.38%*
Before Bennington expense subsidy 0.40%* (0.58%) (1.48%) (3.11%)* 0.86%* (1.82%)*
Portfolio Turnover Rate(4)<F13> 14.60%* 30.14% 59.20% 12.57%* 22.26%* 0.82%*

__________________________
(1) <F10> The financial highlights reflected herein are the financial
highlights of the Small Cap Portfolio which is now
referred to as the Small to Mid Cap Portfolio. See "Summary."
(2) <F11> During the fiscal period ended December 31, 1993 and for the
period from January 1, 1994 to February 28, 1994, Bennington
subsidized operating expenses other than Bennington's and Money
Managers' fees ("Other Expenses") above 0.75% of the average
daily net assets for the Small Cap Portfolio and Other
Expenses above 0.85% of the average daily net assets of the
International Portfolio. During the period from March 1, 1994
to December 31, 1994, Bennington subsidized Other Expenses
above 0.75% of the average daily net assets for the Small Cap
Portfolio and Other Expenses above 0.85% of the average daily net
assets of the International Portfolio. For the fiscal year ending
December 31, 1995, Bennington agreed to continue subsidizing Other
Expenses in excess of 1.20% of the average daily net assets of the
Small Cap Portfolio and Other Expenses above 0.85% of average daily
net assets of the International Portfolio, provided that Bennington
may discontinue the expense subsidy at its sole discretion at any
time upon 30 days' written notice to the Fund. Effective
September 15, 1995, Bennington has discontinued subsidizing Other
Expenses for the Small to Mid Cap and International Equity
Portfolios.
<PAGE>
(3) <F12>Total return is calculated assuming a purchase of shares at net
asset value per share on the first day and a sale at net asset
value per share on the last day of each period reported.
Distributions are assumed, for purposes of this calculation, to be
reinvested at the net asset value per share on the respective
payment dates of each Portfolio. The Fund may charge a transaction
fee of $10.00 for redemptions by wire under $1,000 and a processing
fee of $10.00 for redemptions made by check, which are not
reflected in the total return.
(4) <F13>See discussion of portfolio turnover rates in "Portfolio Transaction
Policies."
* Annualized.
</TABLE>
<PAGE>
PORTFOLIO MANAGEMENT

Bennington is responsible for evaluating, selecting, and recommending
Money Managers needed to manage all or part of the assets of the
Portfolios. Bennington is also responsible for allocating the assets
within a Portfolio among any Money Managers selected. Pursuant to the
Investment Company Act of 1940, as amended (the "Investment Company Act"),
Money Managers may be added by Bennington only with the approval of the
shareholders of the applicable portfolio of the Fund. Bennington, in
conjunction with the Board of Directors, reviews Money Managers'
performance. Bennington may terminate a Money Manager at any time, subject
to approval by the Board of Directors and prompt notification of the
applicable portfolio's shareholders. A separate Money Manager currently
manages the assets of each Portfolio. See "Money Manager Profiles" and
"Selection of Money Managers."

Although Bennington's activities are subject to general oversight by
the Board of Directors and the officers of the Fund, neither the Board nor
the officers evaluate the investment merits of Bennington's or any Money
Manager's individual security selections. The Board of Directors will
review regularly the Portfolios' performance compared to the applicable
indices and also will review the Portfolios' compliance with their
investment objectives and policies.

While the investment professionals of Bennington have experience in
asset management and the selection of investment advisers, prior to the
commencement of investment operations of the Fund in April 1992, they did
not have previous experience in providing investment advisory services to
an investment company. See "General Management of the Portfolios."

DESCRIPTION OF THE PORTFOLIOS

General

The Fund is a Maryland corporation and was organized in June 1991 as
a multi-managed, no load, open end management investment company, known as
a mutual fund. The Fund currently consists of ten diversified investment
portfolios (nine of which have commenced investment operations), each with
its own investment objective and policies. This Prospectus covers the four
equity portfolios of the Fund. The Fund's other six portfolios are
designed to invest in fixed-income securities and are offered through
separate prospectuses. Each Portfolio's assets are invested by Bennington
and/or a Money Manager that has been analyzed, evaluated and recommended by
Bennington. Bennington also operates and administers the Fund and monitors
the performance of the Money Managers. Each Portfolio's investment
objective and investment restrictions are "fundamental" and may be changed
only with the approval of the holders of a majority of the outstanding
voting securities of that Portfolio, as defined in the Investment Company
Act. Other policies reflect current practices of the Portfolios, and may
be changed by the Portfolios without the approval of shareholders. This
section of the Prospectus describes each Portfolio's investment objective,
policies and restrictions. A more detailed discussion appears in the
Statement of Additional Information and includes a list of the Portfolios'
investment restrictions.

Under normal circumstances, each Portfolio will invest more than 80%
of its total assets in the types of securities identified in its statement
of objective as principal investments. Bennington will attempt to have
each Portfolio managed so that the Portfolio's investment performance
equals or exceeds the total return performance of a relevant index. See
Appendix A for a description of the current indices. Each Portfolio may
have up to 20% of its total assets invested in money market instruments to
provide liquidity. If, in the opinion of Bennington or a Money Manager,
market or economic conditions warrant, any Portfolio may adopt a temporary
defensive strategy. In that event, a Portfolio may hold assets as cash
reserves without limit. See "Investment Policies--Liquidity Reserves."
There can be no assurance that the investment objective for any Portfolio
will be realized.

No Portfolio will invest in fixed-income securities, including
convertible securities, rated less than A by Standard & Poor's Corporation
("S&P") or Moody's Investors Service, Inc. ("Moody's"), or in unrated
securities judged by Bennington or a Money Manager to be of a lesser credit
quality than those designations. The Portfolios will sell securities which
they have purchased in a prudent and orderly fashion when ratings drop
below these minimum ratings. See Appendix A in the Statement of Additional
Information for a description of securities ratings.

Risk Factors and Special Considerations

The Fund is designed to provide diverse opportunities in equity and
debt securities. No assurance can be given that the Portfolios will
achieve their investment objectives.

The use of multiple Money Managers in any given Portfolio or the
replacement of a Portfolio's Money Manager may increase a Portfolio's
portfolio turnover rate, realization of gains or losses, and brokerage
commissions. High portfolio turnover may involve correspondingly greater
brokerage commissions and transaction costs, which will be borne by the
Portfolios and may result in increased short-term capital gains which, when
distributed to shareholders, are treated as ordinary income. See
"Portfolio Transaction Policies" and "Taxes."

Mr. J. Anthony Whatley, III controls the managing partner of
Bennington. Mr. Whatley has had approximately 20 years of experience in
the securities industry, principally in the areas of sales and marketing of
mutual fund products, and with direct investment of portfolio assets since
the commencement of investment operations of the Fund in April 1992.
Bennington and its managing partner were organized in 1991 for the purpose
of advising the Fund. See "General Management of the Portfolios" for a
description of the responsibilities of Bennington.

The use of options and futures transactions by a Portfolio entails
certain risks, including the risk that to the extent the Money Manager's
views as to certain market movements are incorrect, the use of such
strategies could result in losses greater than if they had not been used.
Such strategies may also force sales or purchases of portfolio securities
at inopportune times or for prices higher than (in the case of put options)
or lower than (in the case of call options) current market values, limit
the amount the Portfolio could realize on its investments or cause the
Portfolio to hold a security it might otherwise sell. Also, the variable
degree of correlation between price movements of futures contracts and
price movements in the related portfolio position of the Portfolio could
create the possibility that losses on the hedging instrument will be
greater than gains in the value of the Portfolio's position, thereby
reducing the Portfolio's net asset value. See "Description of the
Portfolios -- Investment Objectives and Investment Policies" and
"Investment Restrictions, Policies and Risk Considerations -- Investment
Restrictions" in the Statement of Additional Information.

Investment Objectives and Investment Policies

The investment objective of each Portfolio is fundamental and cannot
be changed without the approval of the holders of a majority of the
Portfolio's outstanding voting securities, as defined in the Statement of
Additional Information. The other investment policies and practices of
each Portfolio, unless otherwise noted, are not fundamental and may
therefore be changed by a vote of the Board of Directors without
shareholder approval.

The GROWTH PORTFOLIO seeks capital growth through investing primarily
in equity securities with greater than average growth characteristics
selected from the S&P 500.

The Portfolio seeks to achieve this objective by investing
principally in common and preferred stocks, securities convertible into
common stocks, and rights and warrants of such issuers. The Money Manager
will attempt to equal or exceed the total return performance of the
S&P/BARRA Growth Index over a market cycle of five years by investing
primarily in stocks of companies that are expected to experience higher
than average growth of earnings or growth of stock price. Current income
will not be a primary objective. Since the prices of growth stocks tend to
be more volatile and more sensitive to economic and market swings than
those of average stocks, Bennington expects that the Portfolio will
underperform the overall U.S. stock market during periods of general market
weakness, although this is not inconsistent with the goal of outperforming
the S&P/BARRA Growth Index over a market cycle. Under normal
circumstances, up to 20% of the Portfolio's net assets may be invested in
common stocks of foreign issuers with large market capitalizations whose
securities have greater than average growth characteristics. The Portfolio
may engage in various portfolio strategies to reduce certain risks of its
investments and may thereby enhance income, but not for speculation. See
"Investment Policies--Options" and "--Futures Contracts."

The VALUE AND INCOME PORTFOLIO seeks generation of current income and
capital growth by investing primarily in income-producing equity securities
selected from the S&P 500.

The Portfolio seeks to achieve this objective by investing
principally in common and preferred stocks, convertible securities, and
rights and warrants of companies whose stocks have higher than average
dividend yield relative to other stocks of issuers in the same industry, or
whose stocks have lower price multiples (either price/earnings or
price/book value) than others in their industries, or which, in the opinion
of the Money Manager, have improving fundamentals (such as growth of
earnings and dividends). The Money Manager will attempt to equal or exceed
the total return performance of the S&P/BARRA Value Index over a market
cycle of five years. Because the prices of value stocks tend to be less
volatile and less sensitive to economic and market swings than those of
average stocks, Bennington expects that the Value and Income Portfolio will
underperform the overall U.S. stock market during periods of general market
strength and will lose less value than the overall U.S. stock market during
times of general market decline, although this is not inconsistent with the
goal of outperforming the S&P/BARRA Value Index over a market cycle. Under
normal circumstances, up to 20% of the Portfolio's net assets may be
invested in income-producing equity securities of foreign issuers with
large market capitalizations. The Portfolio may engage in various
portfolio strategies to reduce certain risks of its investments and to
enhance income, but not for speculation. See "Investment
Policies--Options" and "--Futures Contracts."

The SMALL TO MID CAP PORTFOLIO seeks capital growth through investing
primarily in equity securities of small to medium capitalization issuers.

Under normal market conditions, the Portfolio seeks to achieve this
objective by investing at least 65% of the value of its total assets in
equity securities of small and medium capitalization issuers. Small
capitalization issuers are issuers which have a capitalization of $1
billion or less at the time of investment whereas medium capitalization
issuers have a capitalization ranging from $1 billion to $5 billion at the
time of investment. The Portfolio invests principally in common and
preferred stocks, securities convertible into common stocks, and rights and
warrants of such issuers. The Money Manager will attempt to equal or
exceed the total return performance of the Wilshire 4500 Index over a
market cycle of five years by investing primarily in stocks of companies
that are expected to experience higher than average growth of earnings or
growth of stock price. Current income will not be a primary objective.
Since the prices of small to medium capitalization growth stocks tend to be
more volatile and more sensitive to economic and market swings than those
of stocks comprising the S&P 500, Bennington expects that the Small to Mid
Cap Portfolio will underperform the S&P 500 during periods of general
market weakness, although this is not inconsistent with the goal of
outperforming the Wilshire 4500 Index over a market cycle. Under normal
circumstances, up to 20% of the Portfolio's net assets may be invested in
common stocks of foreign issuers with small market capitalizations. The
Portfolio may engage in various portfolio strategies to reduce certain
risks of its investments and may thereby enhance income, but not for
speculation. See "Investment Policies--Options" and "--Futures Contracts."

The INTERNATIONAL EQUITY PORTFOLIO seeks capital growth by investing
primarily in equity securities of companies domiciled in countries other
than the United States and traded on foreign stock exchanges.

The Portfolio seeks to achieve this objective by investing at least
65% of its total assets principally in equity securities issued by
companies domiciled in Europe (including Austria, Belgium, Denmark,
Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Spain, Sweden, Switzerland and the United Kingdom) and the Pacific
Rim (including Australia, Hong Kong, Japan, Malaysia, New Zealand and
Singapore). The Portfolio intends to maintain investments in at least
three different countries outside the United States. The Portfolio will
treat securities issued by any one foreign government, its agencies and
instrumentalities as if they are securities having their principal business
activities in the same industry. The Portfolio will not purchase
securities issued by any one foreign government if as a result 25% or more
of the Portfolio's total assets would be invested in securities issued by
that one foreign government. The Portfolio may invest up to 20% of its net
assets in fixed-income securities, including instruments issued by foreign
governments and their agencies, and in securities of U.S. companies which
derive, or are expected to derive, a significant portion of their revenues
from their foreign operations. The Money Manager will attempt to equal or
exceed the net yield (after withholding taxes) of the Morgan Stanley
Capital International Europe, Australia and Far East Stock Market Index
("MSCI EAFE Index"). The Portfolio may invest in securities denominated in
currencies other than U.S. dollars.

The securities markets of most European and Pacific Rim countries
have substantially less trading volume than the securities markets of the
United States and Japan, and the securities of some European and Pacific
Rim companies are less liquid and more volatile than securities of
comparable U.S. companies. As a result, European and Pacific Rim markets
may be subject to greater influence by adverse events generally affecting
the market, and by large investors trading significant blocks of
securities, than is the case in the United States. In addition, the
Pacific Rim securities markets generally are not as highly regulated as
U.S. markets. Consequently, there may be limited liquidity for certain
securities and the prices at which the Portfolio may acquire investments
may be affected by the trading of others on material non-public
information. Some European and Pacific Rim countries impose substantial
restrictions on investments in their capital markets by foreign entities
such as the Portfolio, but this is not anticipated to limit the Money
Manager's ability to make suitable investments for the Portfolio. See
"Investment Policies--Risks of Investing in Foreign Securities." The
Portfolio may use options on stocks and currencies, forward foreign
currency exchange contracts and financial futures contracts to reduce
certain risks of its investments and may thereby enhance income, but not
for speculation. See "Investment Policies--Forward Foreign Currency
Exchange Contracts," "--Options" and "--Futures Contracts."

Investment Policies

Liquidity Reserves. Each Portfolio is authorized to invest its cash
reserves (funds awaiting investment in the specific types of securities to
be acquired by a Portfolio or cash to provide for payment of the
Portfolio's expenses or to permit the Portfolio to meet redemption
requests) in money market instruments and in debt securities which are at
least comparable in quality to the Portfolio's permitted investments.
Under normal circumstances, no more than 20% of a Portfolio's net assets
will be comprised of these instruments. The Portfolios also may enter into
financial futures contracts in accordance with their investment objectives
to minimize the impact of cash balances. See "General Management of the
Portfolios."

Money Market Instruments. Each Portfolio may invest up to 20% of its
net assets in:

(i) Obligations (including certificates of deposit and bankers'
acceptances) of (a) banks organized under the laws of the United
States or any state thereof (including foreign branches of such
banks) or (b) U.S. branches of foreign banks or (c) foreign banks and
foreign branches thereof; provided that such banks have, at the time
of acquisition by the Portfolio of such obligations, total assets of
not less than $1 billion or its equivalent. The term "certificates
of deposit" includes both Eurodollar certificates of deposit, for
which there is generally a market, and Eurodollar time deposits, for
which there is generally not a market. "Eurodollars" are dollars
deposited in banks outside the United States; the Portfolios may
invest in Eurodollar instruments of foreign and domestic banks; and

(ii) Commercial paper, variable amount demand master notes,
bills, notes and other obligations issued by a U.S. company, a
foreign company or a foreign government, its agencies or
instrumentalities, maturing in 13 months or less, denominated in U.S.
dollars, and of "eligible quality" as described below. If such
obligations are guaranteed or supported by a letter of credit issued
by a bank, such bank (including a foreign bank) must meet the
requirements set forth in paragraph (i) above. If such obligations
are guaranteed or insured by an insurance company or other non-bank
entity, such insurance company or other non-bank entity must
represent a credit of high quality, as determined by the Portfolio's
Money Manager under the supervision of Bennington and the Board of
Directors.

"Eligible quality," for this purpose, means (i) a security rated (or
issued by an issuer that is rated with respect to a class of short-term
debt obligations, or any security within that class, that is comparable in
priority and security with the security) in the highest short-term rating
category (e.g., A-1/P-1) or one of the two highest long-term rating
categories (e.g., AAA/Aaa or AA/Aa) by at least two major rating agencies
assigning a rating to the security or issuer (or, if only one agency
assigned a rating, that agency) or (ii) an unrated security deemed of
comparable quality by the Portfolio's Money Manager or Bennington under the
general supervision of the Board of Directors. The purchase by the
Portfolio of a security of eligible quality that is rated by only one
rating agency or is unrated must be approved or ratified by the Board of
Directors.

In selecting commercial paper and other corporate obligations for
investment by a Portfolio, the Money Manager also considers information
concerning the financial history and condition of the issuer and its
revenue and expense prospects. Bennington monitors, and the Board of
Directors reviews on a quarterly basis, the credit quality of securities
purchased for the Portfolio. If commercial paper or another corporate
obligation held by a Portfolio is assigned a lower rating or ceases to be
rated, the Money Manager under the supervision of Bennington and the Board
of Directors will promptly reassess whether that security presents minimal
credit risks and whether the Portfolio should continue to hold the security
in its portfolio. If a portfolio security no longer presents minimal
credit risks or is in default, the Portfolio will dispose of the security
as soon as reasonably practicable unless Bennington and the Board of
Directors determine that to do so is not in the best interests of the
Portfolio and its shareholders. Variable amount demand master notes with
demand periods of greater than seven days will be deemed to be liquid only
if they are determined to be so in compliance with procedures approved by
the Board of Directors.

U.S. Government Securities. Each Portfolio may invest in United
States Treasury securities, including bills, notes, bonds and other debt
securities issued by the United States Treasury. These instruments are
direct obligations of the U.S. Government and, as such, are backed by the
"full faith and credit" of the United States. They differ primarily in
their interest rates, the lengths of their maturities and their issue
dates.

The Portfolios may invest in securities issued by agencies or
instrumentalities of the U.S. Government. These obligations, including
those which are guaranteed by federal agencies or instrumentalities, may or
may not be backed by the "full faith and credit" of the United States. In
the case of securities not backed by the full faith and credit of the
United States, the Portfolio must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment and may not be able to
assert a claim against the United States if the agency or instrumentality
does not meet its commitments.

Obligations of the Government National Mortgage Association ("GNMA"),
the Farmers Home Administration and the Export-Import Bank are backed by
the full faith and credit of the United States. Securities in which the
Portfolios may invest that are not backed by the full faith and credit of
the United States include obligations issued by (i) the Tennessee Valley
Authority, the Federal National Mortgage Association ("FNMA"), the Federal
Home Loan Mortgage Corporation ("FHLMC") and the United States Postal
Service (each of these issuers has the right to borrow from the United
States Treasury to meet its obligations) and (ii) the Federal Farm Credit
Bank and the Federal Home Loan Bank (each of these issuers may rely only on
the individual credit of the issuing agency to satisfy its obligations).
No assurance can be given that the U.S. Government will provide financial
support to U.S. Government agencies or instrumentalities in the future,
since it is not obligated to do so by law.

Obligations issued or guaranteed as to principal and interest by the
U. S. Government may be acquired by a Portfolio in the form of custodial
receipts that evidence ownership of future interest payments, principal
payments or both on certain United States Treasury notes or bonds. These
custodial receipts are commonly referred to as U.S. Treasury STRIPS.

Repurchase Agreements. Each Portfolio may enter into repurchase
agreements with a bank or broker-dealer that agrees to repurchase the
securities at the Portfolio's cost plus interest within a specified time
(ordinarily a week or less). If the party agreeing to repurchase should
default and if the value of the securities held by the Portfolio should
fall below the repurchase price, the Portfolio could incur a loss. Subject
to the limitation on investing no more than 15% of a Portfolio's net assets
in illiquid securities, no Portfolio will invest more than 15% of its net
assets (taken at current market value) in repurchase agreements maturing in
more than seven days. See "Investment Policies - Illiquid Securities."

Repurchase agreements will at all times be fully collateralized by
U.S. Government obligations or other collateral in an amount at least equal
to the repurchase price, including accrued interest earned on the
underlying securities. Such collateral will be held by the Fund's
custodian, either physically or in a book-entry account.

Repurchase agreements carry certain risks associated with direct
investments in securities, including possible declines in the market value
of the underlying securities and delays and costs to the Portfolio if the
other party to the repurchase agreement becomes bankrupt or otherwise fails
to deliver the securities.
<PAGE>
A Portfolio will enter into repurchase transactions only with parties
who meet creditworthiness standards approved by the Board of Directors.
Bennington or the Money Managers monitor the creditworthiness of such
parties under the general supervision of the Board of Directors.

Rights and Warrants. Each Portfolio may acquire up to 5% of its
total assets in rights and warrants in securities of issuers that meet each
Portfolio's investment objective and policies. See "Investment
Restrictions" and "Rights and Warrants" in the Statement of Additional
Information.

Privately-Issued STRIP Securities. The Portfolios may invest in
privately-issued STRIP securities, provided, however, that no Portfolio
will invest more than 5% of its net assets in such privately-issued STRIP
securities. See "Investment Policies - Privately-issued STRIP Securities"
in the Statement of Additional Information.

Reverse Repurchase Agreements. Each Portfolio's entry into reverse
repurchase agreements, together with its other borrowings, is limited to 5%
of its total assets. See "Investment Policies - Reverse Repurchase
Agreements" in the Statement of Additional Information.

Lending of Portfolio Securities. Each Portfolio may lend portfolio
securities with a value of up to 10% of its total assets. Such loans may
be terminated at any time. The Portfolio will receive cash, U.S.
Government or U.S. Government agency securities as collateral in an amount
equal to at least 100% of the current market value of the loaned securities
plus accrued interest. Cash collateral received by the Portfolio will be
invested in short-term debt securities. A loan may be terminated by the
borrower on one business day's notice or by the Portfolio at any time. As
with any extensions of credit, there are risks of delay in recovery and in
some cases loss of right in the collateral should the borrower of the
securities fail financially. See "Investment Policies--Lending of
Portfolio Securities" in the Statement of Additional Information.

Illiquid Securities. No Portfolio may invest more than 15% of its
net assets in illiquid securities. Securities which are illiquid include
repurchase agreements of more than seven days duration, securities which
lack a readily available market or have legal or contractual restrictions
on resale, certain IO/PO strips and over-the-counter ("OTC") options.
Restricted securities issued pursuant to Rule 144A under the Securities Act
of 1933, as amended, that have a readily available market are not deemed
illiquid for purposes of this limitation, pursuant to liquidity procedures
that have been adopted by the Board of Directors. Investing in Rule 144A
securities could result in increasing the level of a Portfolio's
illiquidity if qualified institutional buyers become, for a time,
uninterested in purchasing these securities. Each Money Manager will
monitor the liquidity of such restricted securities under the supervision
of Bennington and the Board of Directors.
<PAGE>
Forward Foreign Currency Exchange Contracts. The International
Portfolio may enter into forward foreign currency exchange contracts for
hedging purposes. A forward contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price
set at the time of the contract. These contracts are traded in the
interbank market directly between currency traders (typically large
commercial banks) and their customers. A forward contract generally has no
deposit requirements and no commissions are charged for such trades.

When the International Portfolio invests in foreign securities, it
may enter into forward foreign currency exchange contracts in several
circumstances to protect its value against a decline in exchange rates, or
to protect against a rise in exchange rates for securities it intends to
purchase, but it will not use such contracts for speculation. The
International Portfolio may not use forward contracts to generate income,
although the use of such contracts may incidentally generate income. There
is no limitation on the value of forward contracts into which the
International Portfolio may enter. When effecting forward foreign currency
contracts, cash or liquid high-grade debt obligations of the International
Portfolio of a dollar amount sufficient to make payment for the portfolio
securities to be purchased will be segregated on the International
Portfolio's records at the trade date and maintained until the transaction
is settled.

Options. Each Portfolio may purchase put and call options and write
(sell) "covered" put and "covered" call options. The Domestic Equity
Portfolios may purchase and write options on stocks and stock indices.
These options may be traded on national securities exchanges or in the OTC
market. Options on a stock index are similar to options on stocks except
that there is no transfer of a security and settlement is in cash. The
Domestic Equity Portfolios may write covered put and call options to
generate additional income through the receipt of premiums, purchase put
options in an effort to protect the value of a security that it owns
against a decline in market value and purchase call options in an effort to
protect against an increase in the price of securities it intends to
purchase.

A call option is a contract whereby a purchaser pays a premium in
exchange for the right to buy the security on which the option is written
at a specified price during the term of the option. A written call option
is "covered" if the Portfolio owns the optioned securities or the Portfolio
maintains in a segregated account with the Fund's custodian, cash, U.S.
Government securities or other liquid high-grade debt obligations with a
value sufficient to meet its obligations under the call option, or if the
Portfolio owns an offsetting call option. When a Portfolio writes a call
option, it receives a premium and gives the purchaser the right to buy the
underlying security at any time during the call period, at a fixed exercise
price regardless of market price changes during the call period. If the
call is exercised, the Portfolio foregoes any gain from an increase in the
market price of the underlying security over the exercise price.

The purchaser of a put option pays a premium and receives the right
to sell the underlying security at a specified price during the term of the
option. The writer of a put option, receives a premium and in return, has
the obligation, upon exercise of the option, to acquire the securities or
currency underlying the option at the exercise price. A written put option
is "covered" if a Portfolio deposits with the Fund's custodian, cash, U.S.
Government securities or other liquid high-grade debt obligations with a
value at least equal to the exercise price of the put option.

The Portfolios will not write covered put or covered call options on
securities if the obligations underlying the put options and the securities
underlying the call options written by the Portfolio exceed 25% of its net
assets other than OTC options and the assets used as cover for written OTC
options. The SEC has taken the position that purchased OTC options and the
assets used as cover for written OTC options are illiquid securities
subject to the 15% limitation described above in "Illiquid Securities."
Furthermore, the Portfolios will not purchase or write put or call options
on securities, stock index futures or financial futures if the aggregate
premiums paid on all such options exceed 20% of the Portfolio's total net
assets, subject to the foregoing limitations.

When a Portfolio writes either a put or call option, the Portfolio is
required to deposit an initial margin with the Fund's custodian for the
benefit of the options broker. The initial margin serves as a "good faith"
deposit that the Portfolio will honor its option commitment. When the
Portfolio writes options and an adverse price movement occurs, the
Portfolio may be called upon to deposit an additional or variation margin.
Both the initial and additional or variation margin must be made in cash or
U.S. Government securities. The required margin amount is subject to
change by the appropriate exchange or regulatory authority.

Futures Contracts. Each Portfolio is permitted to enter into
financial futures contracts, stock index futures contracts and related
options ("futures contracts") in accordance with its investment objectives.

The International Portfolio also may purchase and write futures contracts
on foreign currencies. Futures contracts will be limited to hedging
transactions to minimize the impact of cash balances and for return
enhancement and risk management purposes in accordance with regulations of
the Commodity Futures Trading Commission.

A "financial futures contract" is a contract to buy or sell a
specified quantity of financial instruments such as United States Treasury
bonds, notes and bills, commercial paper, bank certificates of deposit, an
agreed amount of currencies, or the cash value of a financial instrument
index at a specified future date at a price agreed upon when the contract
is made. Substantially all futures contracts are closed out before
settlement date or called for cash settlement. A futures contract is
closed out by buying or selling an identical offsetting contract which
cancels the original contract to make or take delivery.

The Portfolios may purchase and write options on futures contracts as
an alternative or in addition to buying or selling futures contracts for
hedging purposes. Options on futures contracts are similar to options on
the security upon which the futures contracts are written except that
options on stock index futures contracts give the purchaser the right to
assume a position at a specified price in a stock index futures contract at
any time during the life of the option.

Upon entering into a futures contract, a Portfolio is required to
deposit in a segregated account with the Fund's custodian in the name of
the futures broker through whom the transaction was effected, initial
margin consisting of cash, U.S. government securities or other liquid,
high-grade debt securities. The initial margin serves as a "good faith"
deposit that the Portfolio will honor its futures commitment. The initial
margin amount is subject to change by the appropriate exchange or
regulatory authority. The Portfolio will also be required to settle any
gains or losses on a daily basis in cash (variation margin). If the
Portfolio is unable to meet an additional margin requirement, the Portfolio
may be forced to close out its position at a price that may be detrimental
to the Portfolio. When trading futures contracts, a Portfolio will not
commit more than 5% of the market value of its total assets as initial
margins.

Special Risks of Hedging and Income Enhancement Strategies.
Participation in the options or futures markets and in currency exchange
transactions involves investment risks and transaction costs to which a
Portfolio would not be subject absent the use of these strategies. If the
Money Manager's predictions of movements in the direction of the
securities, foreign currency and interest rate markets are inaccurate, the
adverse consequences to the Portfolio may leave the Portfolio in a worse
position than if such strategies were not used. Risks inherent in the use
of options, foreign currency and futures contracts and options on futures
contracts include: (1) dependence on the Money Manager's ability to
predict correctly movements in the direction of interest rates, securities
prices and currency markets; (2) imperfect correlation between the price of
options and futures contracts and options thereon and movements in the
prices of the securities being hedged; (3) the fact that skills needed to
use these strategies are different from those needed to select portfolio
securities; (4) the possible absence of a liquid secondary market for any
particular instrument at any time; (5) the possible need to raise
additional initial margin; (6) in the case of futures, the need to meet
daily margin in cash; and (7) the possible need to defer closing out
certain hedged positions to avoid adverse tax consequences. See "Taxes" in
the Statement of Additional Information.

Risks of Investing in Foreign Securities. Foreign securities involve
certain risks. These risks include political or economic instability in
the country of the issuer, the difficulty of predicting international trade
patterns, the possibility of imposition of exchange controls and the risk
of currency fluctuations. Such securities may be subject to greater
fluctuations in price than securities issued by U.S. corporations or issued
or guaranteed by the U.S. Government, its instrumentalities or agencies.
Generally, outside the United States there is less government regulation of
securities exchanges, brokers and listed companies and, with respect to
certain foreign countries, there is a possibility of expropriation,
confiscatory taxation or diplomatic developments which could affect
investments within such countries.

In many instances, foreign debt securities may provide higher yields
than securities of domestic issuers which have similar maturities and
quality. However, under certain market conditions, these investments may
be less liquid than investments in the securities of U.S. corporations and
are certainly less liquid than securities issued or guaranteed by the U.S.
Government, its instrumentalities or agencies.

If a security is denominated in a foreign currency, such security
will be affected by changes in currency exchange rates and in exchange
control regulations, and costs will be incurred in connection with
conversions between currencies. A change in the value of any such currency
against the U.S. dollar will result in a corresponding change in the U.S.
dollar value of the Portfolio's securities denominated in that currency.
Such changes also will affect the Portfolio's income and distributions to
shareholders. In addition, although the Portfolio will receive income in
such currencies, the Portfolio will be required to compute and distribute
its income in U.S. dollars. Therefore, if the exchange rate for any such
currency declines after the Portfolio's income has been accrued and
translated into U.S. dollars, the Portfolio could be required to liquidate
portfolio securities to make such distributions, particularly when the
amount of income the Portfolio is required to distribute is not immediately
reduced by the decline in such security. Similarly, if an exchange rate
declines between the time the Portfolio incurs expenses in U.S. dollars and
the time such expenses are paid, the amount of such currency which must be
converted into U.S. dollars to pay such expenses in U.S. dollars will be
greater than the equivalent amount in any such currency of such expenses at
the time they were incurred.

Investment Restrictions

Each Portfolio is subject to investment restrictions which, as
described in more detail in the Statement of Additional Information, have
been adopted by the Fund on behalf of the Portfolios as fundamental
policies that cannot be changed with respect to a Portfolio without the
approval of the holders of a majority of such Portfolio's outstanding
voting securities, as defined in the Investment Company Act. Among other
restrictions, the Portfolios will not purchase any security (other than
obligations of the U.S. Government, its agencies or instrumentalities) if
as a result (i) with respect to 75% of a Portfolio's total assets, more
than 5% of a Portfolio's total assets would then be invested in securities
of a single issuer, or (ii) 25% or more of a Portfolio's total assets would
be invested in one or more issuers having their principal business
activities in the same industry. See "Investment Restrictions, Policies
and Risk Considerations--Investment Restrictions" in the Statement of
Additional Information.

GENERAL MANAGEMENT OF THE PORTFOLIOS

The Board of Directors is responsible for overseeing generally the
operation of the Fund, including reviewing and approving the Fund's service
contracts with Bennington and the Money Managers. The Fund's officers, all
of whom are employed by Bennington, are responsible for the day-to-day
management and administration of the Fund's operations. The Money Managers
are responsible for the selection of individual portfolio securities for
the assets assigned to them by Bennington.

Bennington, 1420 Fifth Avenue, Seattle, Washington 98101, serves as
the manager to the Fund. Bennington was organized as a Washington general
partnership on April 25, 1991 for the purpose of acting as the Fund's
manager. Bennington was restructured into a Washington limited partnership
on August 17, 1993. Bennington's general partners are Northwest Advisors,
Inc., Bennington Management Associates, Inc. and Bennington Capital
Management Investment Corp., all of which are Washington corporations. The
sole limited partner is Zions Investment Management, Inc., a wholly-owned
subsidiary of Zions First National Bank, N.A. Bennington Management
Associates, Inc., which is controlled by J. Anthony Whatley, III, is the
managing general partner of Bennington. Mr. Whatley has had approximately
20 years of experience in the securities industry, principally in the areas
of sales and marketing of mutual fund products and with direct investment
of portfolio assets for an investment company since the commencement of
investment operations of the Fund in April 1992. Bennington and its
partners were organized in 1991 for the purpose of providing investment
advisory services to the Fund. Ravindra A. Deo, Vice President and Chief
Investment Officer of Bennington, is primarily responsible for the
day-to-day management of the Portfolios through interaction with each
Portfolio's Money Manager and Mr. Deo is responsible for managing the
liquidity reserves of each Portfolio. Mr. Deo has served Bennington in
such capacity since January 1992. Prior thereto, he was Senior Vice
President at Leland O'Brien Rubenstein Associates Incorporated, an
investment manager, where he was employed from 1986 to 1991.

Distribution. Investment counselors, banks, insurance companies and
other entities that sell shares of the Fund may enter into a license
agreement with Bennington which permits them to use Bennington's
proprietary asset allocation software program, Alloset"TM", pursuant to which
such entities may recommend an allocation of their clients' assets over a
broad range of asset classes which may include the various portfolios of
the Fund. The Alloset Model was developed by Bennington. Investment
counselors, banks, insurance companies and other licensed entities may
charge a fee, not for providing access to the Fund, but for providing to
their clients services such as Alloset"TM", performance reporting, fund
selection and account monitoring. The Fund does not receive any portion of
such fees and has no control over whether and in what amount such fees are
charged. Investors also may purchase shares of the Fund directly if they
do not wish to use any of the above services, in which case no service fees
or additional fees, beyond those borne by the shareholders of the Fund
generally, would be incurred.

The Fund bears no cost associated with the use of Alloset"TM". Using
Alloset"TM", assets may be allocated among the Fund's portfolios in a manner
intended to achieve the investment objectives and desired investment
returns of such entities' clients based upon the individual client's
situation and tolerance for risk and desire for return on investment.
There can be no assurance that the allocation recommended by the entities
that use Alloset"TM" will meet any of the clients' investment objectives.
The Money Managers engaged by the Fund do not use Alloset"TM" in investing
any Portfolios' assets under management.

Fund Manager Services and Fees. Pursuant to the Management Agreement
with the Fund, Bennington provides the following services: (i) provides or
oversees the provision of all general management, investment advisory and
portfolio management services for the Fund, including the transfer agent,
custodian, portfolio accounting and shareholder recordkeeping services for
the Fund; (ii) provides the Fund with office space, equipment and personnel
necessary to operate and administer the Fund's business; (iii) develops the
investment programs, selects Money Managers, allocates assets among Money
Managers, and monitors the Money Managers' investment programs and results;
and (iv) invests the Portfolios' liquidity reserves and all or any portion
of the Portfolios' other assets. For providing these services (other than
transfer agent, shareholder recordkeeping, custodian and portfolio
accounting and sub-administration services), as well as preparing and
distributing explanatory materials concerning the Portfolios, Bennington is
paid by each Portfolio a fee equal on an annual basis to the following
percentage of the Portfolio's average daily net assets:
<PAGE>

Management Fee
(as a percentage of
Portfolio average daily net assets)
_________ _________________________

Growth 0.45%
Value and Income 0.45%
Small to Mid Cap 0.60%
International Equity 0.55%

Bennington also performs certain sub-transfer agent and compliance
services for the Portfolios pursuant to its Sub-Administration Agreement
with the Fund effective September 7, 1994. For such services, Bennington
is paid at an annual rate of $30,000 or 0.08% of the average daily net
assets of the Portfolios, whichever is higher, for the first year and,
subject to the approval of the Board of Directors, $50,000 or 0.08% of the
average daily net assets of the Portfolios, whichever is higher, for the
second year. During 1994, Bennington waived its sub-administration fees
for the International Portfolio. Bennington waived its sub-administration
fees for the same Portfolio for the period January 1, 1995, through
September 15, 1995. Effective September 15, 1995, Bennington discontinued
the waiver.

Bennington may, out of its own resources, provide marketing and
promotional support on behalf of the Portfolios.

The combined management fees and Money Manager fees paid to
Bennington and the respective Money Managers by the Equity Portfolios are
higher than those paid by most investment companies. Each of Bennington,
the Money Managers and the Board of Directors believe, however, that these
fees are appropriate for the Equity Portfolios.

THE MONEY MANAGERS

Bennington is responsible for evaluating, selecting, and recommending
Money Managers needed to manage all or part of the assets of the portfolios
of the Fund. Bennington is also responsible for allocating the assets
within a portfolio among any Money Managers selected. Such allocation is
reflected in the Money Manager Agreement among the Fund, Bennington and any
Money Manager, and can be changed at any time by Bennington. The Board of
Directors reviews and approves selections of Money Managers and allocations
of assets among any Money Managers. Pursuant to the Investment Company
Act, Money Managers may be added by Bennington only with the approval of
the shareholders of the applicable portfolio of the Fund.

Money Managers are selected based on such factors as their
experience, the continuity of their portfolio management team, their
security selection process, the consistency and rigor with which they apply
that process and their demonstrated ability to add value to investment
decisions. Short-term investment performance is not a controlling factor
in selecting or terminating Money Managers. Bennington, in conjunction
with the Board of Directors, reviews Money Managers' performance.
Bennington may terminate a Money Manager at any time, subject to approval
by the Board of Directors and prompt notification of the applicable
portfolio's shareholders. A separate Money Manager currently manages the
assets of each Portfolio. See "Money Manager Profiles."

The Fund intends to file an exemptive order application (the
"Application") with the SEC seeking an exemption from Section 15(a)(1) of
the Investment Company Act to the extent necessary to permit the Fund and
Bennington to enter into Money Manager Agreements with Money Managers
without such agreements being approved by the shareholders of the
applicable Portfolio except for Money Manager Agreements with an affiliated
person of the Fund or Bennington other than by reason of such affiliated
person serving as an existing Money Manager to the Fund. Applicable orders
granted by the Commission to other investment companies seeking similar
exemptions have required as a condition to granting the order that the
investment company obtain shareholder approval for such a policy. The Fund
expects that the Commission will impose the same condition on the Fund and
accordingly on August 15, 1995, at a Special Meeting of the shareholders of
the Fund, the shareholders approved a proposal to allow the Fund and
Bennington to enter into Money Manager agreements with Money Managers
without such agreements being approved by the shareholders of the
applicable Portfolio. In addition, the Fund's Application will likely
include the condition that within 60 days of the hiring of any new Money
Manager and executing a new Money Manager Agreement, Bennington will
furnish shareholders with an information statement about the new Money
Manager and Money Manager Agreement. There is no guarantee that the
Commission will grant the Fund's application for exemptive relief.

Neither the Board nor the officers evaluate the investment merits of
any Money Manager's individual security selections. However, the Board of
Directors will review regularly each Portfolio's performance compared to
the applicable indices and also will review each Portfolio's compliance
with its investment objectives and policies.

Money Manager Fees. The fees paid to the Money Manager of a
Portfolio are based on the assets of the Portfolio and on the number of
complete calendar quarters of management by the Money Manager. For the
first five complete calendar quarters managed by a Money Manager of an
operating Portfolio, such Portfolio will pay its Money Manager on a monthly
basis at the following annual fee set forth below in "Money Manager Fee
Schedule For a Manager's First Five Calendar Quarters of Management" based
on the average daily net assets of the Portfolio. During the first five
calendar quarters, the Money Manager fee has two components, the basic fee
(the "Basic Fee") and the portfolio management fee (the "Portfolio
Management Fee"). The Money Managers for the International Portfolio and
<PAGE>
the Small to Mid Cap Portfolio have not completed five calendar quarters of
managing their respective Portfolios. In addition, if at any time a Money
Manager should be replaced, the new Money Manager for the applicable
Portfolio will receive the fee set forth immediately below during the first
five calendar quarters of such new Money Manager's management of the
relevant Portfolio.

MONEY MANAGER FEE SCHEDULE FOR A MANAGER'S
FIRST FIVE CALENDAR QUARTERS OF MANAGEMENT

Portfolio
Management
Portfolio Basic Fee Fee Total
_________ _________ __________ _____

Small to Mid Cap 0.10% 0.10% 0.20%
International Equity 0.20% 0.20% 0.40%

Commencing with the sixth calendar quarter of management by a Money
Manager of an operating Portfolio, such Portfolio will pay its Money
Manager based on the "Money Manager Fee Schedule For A Manager From the
Sixth Calendar Quarter of Management Forward." The Money Manager Fee
commencing with the sixth quarter consists of two components, the Basic Fee
and the performance fee (the "Performance Fee"), which varies with a
Portfolio's performance. The Money Managers for the Growth Portfolio and
the Value and Income Portfolio have completed the first five calendar
quarters of management of their respective Accounts and the Performance Fee
is in effect.
<PAGE>
<TABLE>
<CAPTION>

MONEY MANAGER FEE SCHEDULE FOR A MANAGER FROM THE
SIXTH CALENDAR QUARTER OF MANAGEMENT FORWARD

Average annualized Annualized
performance differential Performance
Portfolio Basic Fee vs. the applicable index Fee
_________ _________ ________________________ ___________
<S> <C> <C> <C>

Domestic Equity
Portfolios 0.10% >or=2.00% 0.22%
>or=1.00% and <2.00% 0.20%
>or=0.50% and <1.00% 0.15%
>or=0.00% and <0.50% 0.10%
>or=-0.50% and <0.00% 0.05%
<-0.50% 0%

International
Portfolio 0.20% >or=4.00% 0.40%
>or=2.00% and <4.00% 0.30%
>or=0.00% and <2.00% 0.20%
>or=-2.00% and <0.00% 0.10%
<-2.00% 0%
</TABLE>

The Performance Fee component will be adjusted each quarter and paid
monthly based on the annualized investment performance of each Money
Manager relative to the annualized investment performance of the "Benchmark
Indices" set forth below. A change in an index may be effected with the
approval of only the Board of Directors and does not require the approval
of shareholders. As long as a Domestic Equity Portfolio's performance
either exceeds the index, or trails the index by no more than .50%, a
Performance Fee will be paid to the Money Manager. As long as the
International Portfolio's performance either exceeds the index, or trails
the index by no more than 2%, a Performance Fee will be paid to the Money
Manager. A Money Manager's performance is measured on the portion of the
assets of its respective Portfolio managed by it (the "Account"), which
excludes assets held by Bennington for circumstances such as redemptions or
other administrative purposes.
<PAGE>

BENCHMARK INDICES

Portfolio Index
_________ ______

Growth S&P/BARRA Growth Index
Value and Income S&P/BARRA Value Index
Small to Mid Cap Wilshire 4500 Index
International Equity Morgan Stanley Capital International Europe,
Australia and Far East Stock Market Index

A description of each index is contained in Appendix A.

From the sixth to the 14th calendar quarter of investment operations,
each Money Manager's performance differential versus the applicable index
is recalculated at the end of each calendar quarter based on the Money
Manager's performance during all calendar quarters since commencement of
investment operations except that of the immediately preceding quarter.
Commencing with the 14th calendar quarter of investment operations, the
Money Managers' average annual performance differential will be
recalculated based on the Money Managers' performance during the preceding
12 calendar quarters (other than the immediately preceding quarter) on a
rolling basis. A Money Manager's performance will be calculated by
Bennington in the same manner in which the total return performance of the
Portfolio's index is calculated, which is not the same method used for
calculating the Portfolios' performance for advertising purposes as
described under "Calculation of Portfolio Performance." See Appendix B to
the Statement of Additional Information for a discussion of how performance
fees are calculated.

The "performance differential" is the percentage amount by which the
Account's performance is greater or less than that of the relevant index.
For example, if an index has an average annual performance of 10%, a
Domestic Equity Portfolio Account's average annual performance would have
to be equal to or greater than 12% for the Money Manager to receive an
annual Performance Fee of 0.22% (i.e., the difference in performance
between the Account and the index must be equal to or greater than 2% for
the Portfolios' Money Managers to receive the maximum Performance Fee.)
Because the maximum Performance Fee for the Domestic Equity Portfolios
applies whenever a Money Manager's performance exceeds the Index by 2.00%
or more, the Money Managers for those Portfolios could receive a maximum
Performance Fee even if the performance of the account is negative. Also,
because the maximum Performance Fee for the International Portfolio applies
whenever a Money Manager's performance exceeds the Index by 4.00% or more,
the Money Manager for the International Portfolio could receive a maximum
Performance Fee even if the performance of the account is negative. In
April 1972, the SEC issued Release No. 7113 under the Investment Company
Act (the "Release") to call the attention of directors and investment
advisers to certain factors which must be considered in connection with
investment company incentive fee arrangements. One of these factors is to
"avoid basing significant fee adjustments upon random or insignificant
differences" between the investment performance of a fund and that of the
particular index with which it is being compared. The Release provides
that "preliminary studies (of the SEC staff) indicate that as a 'rule of
thumb' the performance difference should be at least plus or minus
10 percentage points" annually before the maximum performance adjustment
may be made. However, the Release also states that "because of the
preliminary nature of these studies, the Commission is not recommending,
at this time, that any particular performance difference exist before the
maximum fee adjustment may be made." The Release concludes that the
directors of a fund "should satisfy themselves that the maximum
performance adjustment will be made only for performance differences
that can reasonably be considered significant." The Board of Directors
has fully considered the Release and believes that the performance
adjustments are entirely appropriate although not within the plus or minus
10 percentage points per year range suggested by the Release.
A more detailed description of the operation of each Performance
Fee is contained in Appendix B to the Statement of Additional Information.

The Money Managers have agreed to the foregoing fees, which are
generally lower than they charge to institutional accounts for which they
serve as investment adviser and perform all administrative functions
associated with serving in that capacity. These lower fees are in
recognition of the reduced administrative and client service
responsibilities the Money Managers have undertaken with respect to the
Portfolios.

The combined fees payable to Bennington and the Money Managers for
the Small to Mid Cap Portfolio and the International Portfolio may at times
be higher than those paid by other mutual funds. The Board of Directors
believes that the fees payable by the Small to Mid Cap Portfolio and
International Portfolio are appropriate, in light of their investment
objective and policies and the nature of the securities in which they
invest. The following table lists the fees earned by the Money Managers of
the Portfolios for the current period.
<PAGE>
<TABLE>
<CAPTION>
MONEY MANAGER FEES EARNED DURING CURRENT PERIOD

Number of Portfolio
quarters Management Performance
managed Basic Fee Fee Fee
by Money (All (1st 5 6th quarter Total
Portfolio Manager Period Quarters) Quarters) Forward) Fee
_________ _________ ______ ________ _________ __________ _____
<S> <C> <C> <C> <C> <C> <C>
Growth 10 1st Quarter 1995 0.10% N/A 0.22% 0.32%
11 2nd Quarter 1995 0.10% N/A 0.22% 0.32%

Value and
Income 10 1st Quarter 1995 0.10% N/A 0.20% 0.30%
11 2nd Quarter 1995 0.10% N/A 0.20% 0.30%
Small Cap(2) <F15> 10 1st Quarter 1995 0.10% N/A 0.10% 0.20%
11 2nd Quarter 1995 0.10% N/A 0.15% 0.25%
International 1-2 1st Quarter 1995 0.20% 0.20% N/A 0.40%
2nd Quarter 1995(1)<F14> 0.20% 0.20% N/A 0.40%

______________________

(1) <F14> The International Portfolio commenced investment operations on
October 3, 1994. No performance fees were paid in 1994.
(2) <F15> On June 15, 1995, the Money Manager of the Small to Mid Cap
Portfolio (at that time, the Small Cap Portfolio) resigned,
effective September 15, 1995. The new Money Manager for the Small
to Mid Cap Portfolio will receive the fees set forth in the
"Money Manager Fee Schedule for a Manager's First Five
Calendar Quarters of Management."

</TABLE>
<PAGE>
Distribution Plan. The Fund has adopted a Distribution Plan (the
"Distribution Plan") under Rule 12b-1 ("Rule 12b-1") under the Investment
Company Act. No payments are made by the Portfolios under the Distribution
Plan. Rule 12b-1 provides in substance that an investment company may not
engage directly or indirectly in financing any activity which is primarily
intended to result in the sale of its shares except pursuant to a plan
adopted under that rule. The Distribution Plan is a defensive plan that is
(i) designed to protect against any claim against or involving a Portfolio
that some of the expenses a Portfolio pays or may pay come within the
purview of Rule 12b-1 and (ii) authorizes Bennington to make certain
payments to Qualified Recipients (as defined in the Distribution Plan) that
have rendered assistance in shareholder servicing or in the distribution
and/or retention of a Portfolio's shares. Payments, if any, made by
Bennington are not reimbursed by the Fund to Bennington. These payments
may not exceed, for any fiscal year of the Fund, the following amounts:

Maximum Permitted
Payments
as a percentage of
Portfolio average daily net assets
_________ ________________________

Growth 0.45%
Value and Income 0.45%
Small Cap 0.60%
International Equity 0.55%

The Distribution Plan provides that the Board of Directors may remove any
person from the list of Qualified Recipients.

See "Investment Advisory and Other Services--Service Providers--Plan
of Distribution" in the Statement of Additional Information.

EXPENSES OF THE PORTFOLIOS

The Portfolios will pay all of their expenses except for those
expressly assumed by Bennington. Fees and other expenses payable by the
Portfolios include: (i) management fees of Bennington, (ii) Money Manager
fees; (iii) the fees and expenses of unaffiliated Directors; (iv) the fees
of the Fund's custodians, sub-administrators and transfer agent, registrar
and dividend disbursing agent; (v) the fees of the Fund's legal counsel and
independent accountants; (vi) brokerage commissions incurred in connection
with portfolio transactions; (vii) all taxes and charges of governmental
agencies, including those for registration at the federal and state level;
(viii) the reimbursement of organizational expenses advanced by Bennington;
and (ix) expenses related to shareholder communications, including costs
<PAGE>
incurred in the preparation and mailing of prospectuses, proxy statements
and reports to shareholders. The Board of Directors has determined that it
is appropriate to allocate certain expenses attributable to more than one
Portfolio among the Portfolios affected based on their relative net assets.
See "General Management of the Portfolios."

Bennington has agreed to reimburse the Fund for the amount, if any,
by which the total operating and management expenses (including
Bennington's fee, but excluding interest, taxes, brokerage fees and
commissions and extraordinary expenses) for any fiscal year exceed the
level of expenses which the Portfolios are permitted to bear under the most
restrictive expense limitation (which has not been waived) imposed on
mutual funds by any state in which shares of the Portfolios are qualified
for sale (or Bennington will make other arrangements to limit the
Portfolios' expenses to the extent required by applicable state law expense
limitations).

PORTFOLIO TRANSACTION POLICIES

Decisions to buy and sell securities are made by the Money Managers
for the assets assigned to them. Currently, each Portfolio has one Money
Manager. Bennington invests the Portfolios' liquidity reserves and all or
any portion of the Portfolios' assets not assigned to a Money Manager.

Money Managers make decisions to buy or sell securities independently
from other Money Managers. Thus, if there is more than one Money Manager
for a Portfolio, one Money Manager could be selling a security when another
Money Manager for the same Portfolio is purchasing the same security. In
addition, when a Money Manager's services are terminated and another
retained, the new Money Manager may significantly restructure the
portfolio. These practices may increase the Portfolios' portfolio turnover
rates, realization of gains or losses, and brokerage commissions.
Historical portfolio turnover rates for the Portfolios are listed under
"Financial Highlights." It is expected that the annual portfolio turnover
rate for each Portfolio, under normal market conditions, will not exceed
100%. These rates should not be considered as limiting factors. A high
rate of turnover involves correspondingly greater expenses, increased
brokerage commissions and other transaction costs, which must be borne by
the Portfolios and their shareholders. See "Investment Advisory and Other
Services--Portfolio Transaction Policies" in the Statement of Additional
Information. In addition, high portfolio turnover may result in increased
short-term capital gains which, when distributed to shareholders, are
treated as ordinary income. See "Taxes."

Each Portfolio may effect portfolio transactions with or through
affiliates of Bennington or any Money Manager or its affiliates, when
Bennington or the Money Manager, as appropriate, determines that the
Portfolio will receive the best net price and execution. This standard
would allow affiliates of Bennington and the Money Managers to receive no
more than the remuneration which would be expected to be received by an
unaffiliated broker in a commensurate arm's-length transaction.
<PAGE>
DIVIDENDS AND DISTRIBUTIONS

Income Dividends. The Board of Directors presently intends to
declare dividends from net investment income for payment on the following
schedule:

Portfolio Declared Payable
__________ ________ _______

Growth Quarterly, on 1st business day
Value and Income last business following end of
Small to Mid Cap of quarter calendar quarter

International Equity Annually, Mid-December
mid-December

The Portfolios determine net investment income immediately prior to
the determination of a Portfolio's net asset value on the dividend
declaration day. The income will be credited to the shareholders of record
prior to the net asset value calculation and paid on the next business day.

Capital Gains Distribution. The Board of Directors intends to
declare distributions from net capital gains annually, generally in
mid-December. In addition, in order to satisfy certain distribution
requirements, a Portfolio may declare special year-end dividend and capital
gains distributions during October, November or December. Such
distributions, if received by shareholders by January 31, are deemed to
have been paid by a Portfolio and received by shareholders on December 31
of the prior year.

Automatic Reinvestment. All dividends and distributions will be
automatically reinvested, at the net asset value per share at the close of
business on the record date, in additional shares of the Portfolio paying
the dividend or making the distribution unless a shareholder elects to have
dividends or distributions paid in cash. Any election may be changed by
electronic instruction if received by Bennington or the transfer agent no
later than the close of the New York Stock Exchange, normally 4:00 p.m.
Eastern time on the record date.

TAXES

Each Portfolio is treated as a separate taxable entity for federal
income tax purposes and shareholders of each Portfolio will be entitled to
the amount of net investment income and net realized capital gains (if any)
earned by their Portfolio. The Board of Directors intends to distribute
each year substantially all of each Portfolio's net investment income and
net realized capital gains (if any), thereby eliminating virtually all
federal income taxes to each Portfolio (but not to its investors). The
Portfolios may be subject to nominal, if any, state and local taxes.

Dividends out of net investment income, together with distributions
of net short-term capital gains, will be taxable as ordinary income to the
shareholders, whether or not reinvested, and paid in cash or in additional
shares. Capital gain distributions declared by the Board of Directors and
distributed to the shareholders are taxed as long-term capital gains
regardless of the length of time a shareholder has held such shares.
Dividends and distributions may otherwise also be subject to state or local
taxes. Shareholders should be aware that any loss realized upon the sale,
exchange or redemption of shares held for six months or less will be
treated as a long-term capital loss to the extent any capital gain
dividends have been paid with respect to such shares.

The International Portfolio will receive dividends and interest paid
by non-U.S. issuers which will frequently be subject to withholding taxes
by non-U.S. governments. Bennington expects that at the end of each
taxable year the International Portfolio will hold more than 50% of the
value of its total assets in non-U.S. securities and will file specified
elections with the Internal Revenue Service which will permit its
shareholders either to deduct such foreign taxes in computing taxable
income, or to use these withheld foreign taxes as credits against U.S.
income taxes. If the International Portfolio elects to "pass-through" the
foreign taxes, shareholders will be required to: (i) include in gross
income (in addition to taxable dividends actually received) their pro rata
share of the foreign income taxes paid by the International Portfolio; and
(ii) treat their pro rata share of foreign income taxes as paid by them.

The sale of shares of a Portfolio is a taxable event and may result
in capital gain or loss. A capital gain or loss may be realized from an
ordinary redemption of shares or an exchange of shares between two mutual
funds (or two series or portfolios of a mutual fund). Any gain or loss
realized upon a sale, exchange or redemption of shares of a Portfolio by a
shareholder who is not a dealer in securities will be treated generally as
long-term capital gain or loss if the shares have been held for more than
one year and otherwise as short-term capital gain or loss. Any such loss,
however, on shares that are held for six months or less will be treated as
long-term capital loss to the extent of any capital gain distributions
received by the shareholder.

However, all or a portion of this capital gain will be
recharacterized as ordinary income if the shareholder enters into a
"conversion transaction." A conversion transaction is a transaction,
generally consisting of two or more positions taken with regard to the same
or similar property, where substantially all of the taxpayer's return is
attributable to the time value of the taxpayer's net investment in the
transaction and certain other criteria are satisfied. A conversion
transaction also includes a transaction which is marketed or sold as
producing a capital gain if substantially all of a taxpayer's expected
return from the transaction is "attributable to the time value of the
taxpayer's net investment in such transaction." The Secretary of the
Treasury also is authorized to promulgate regulations (which would apply
only after they are issued) which specify other transactions to be included
in the definition of a conversion transaction. Section 1258 of the Code
contains many ambiguities and its scope is unclear; it may be clarified or
refined in future regulations or other official pronouncements. Until
further guidance is issued, it is unclear whether a purchase and subsequent
disposition of Portfolio shares would be treated as a conversion
transaction under Section 1258. Shareholders should consult their own tax
advisors concerning whether or not Section 1258 may apply to their
transactions in Portfolio shares.

Gains or losses on sales of securities by a Portfolio generally will
be treated as long-term capital gains or losses if the securities have been
held by it for more than one year except in certain cases where the
Portfolio acquires a put or writes a call thereon or the transaction is
treated as a "conversion transaction." Other gains or losses on the sale
of securities generally will be short-term capital gains or losses. Gains
and losses on the sale, lapse or other termination of options on securities
will generally be treated as gains and losses from the sale of securities
(assuming they do not qualify as "Section 1256 contracts" defined below).
If an option written by a Portfolio on securities lapses or is terminated
through a closing transaction, such as a repurchase by the Portfolio of the
option from its holder, the Portfolio will generally realize a capital gain
or loss. If securities are sold by the Portfolio pursuant to the exercise
of a call option written by it, the Portfolio will include the premium
received in the sale proceeds of the securities delivered in determining
the amount of gain or loss on the sale. Certain of the Portfolios'
transactions may be subject to wash sale and short sale provisions of the
Code. In addition, debt securities acquired by the Portfolios may be
subject to original issue discount and market discount rules.

Under the Code, special rules apply to the treatment of certain
options and future contracts (Section 1256 contracts). At the end of each
year, such investments held by the Portfolio will be required to be "marked
to market" for federal income tax purposes; that is, treated as having been
sold at market value. Sixty percent of any gain or loss recognized on
these "deemed sales" and on actual dispositions will be treated as
long-term capital gain or loss, and the remainder will be treated as
short-term capital gain or loss. See "Taxes" in the Statement of
Additional Information.

Under United States Treasury Regulations, a Portfolio currently is
required to withhold and remit to the United States Treasury 31% of all
taxable dividends, distributions and redemption proceeds payable to any
non-corporate shareholder which does not provide the Fund with the
shareholder's taxpayer identification number on IRS Form W-9 (or IRS Form
W-8 in the case of certain foreign shareholders) or required certification
or which is subject to backup withholding.

The tax discussion set forth above is included for general
information only and is based upon the current law as of the date of this
Prospectus. Shareholders are urged to consult their tax advisers for
further information regarding the federal, state and local tax consequences
of an investment in the shares of the Fund. See "Taxes" in the Statement
of Additional Information.

CALCULATION OF PORTFOLIO PERFORMANCE

From time to time, the Portfolios may advertise their performance in
terms of average annual total return, which is computed by finding the
average annual compounded rates of return over a period that would equate
the initial amount invested to the ending redeemable value. The
calculation assumes that all dividends and distributions are reinvested on
the reinvestment dates during the relevant time period and accounts for all
recurring fees.

It is important to note that total return figures are based on
historical earnings and are not intended to indicate future performance.
The Statement of Additional Information describes the method used to
determine a Portfolio's total return. In reports or other communications
to shareholders or in advertising material, a Portfolio may quote total
return figures that do not reflect recurring fees (provided that these
figures are accompanied by standardized total return figures calculated as
described above), as well as compare its performance with that of other
mutual funds as listed in the rankings prepared by Morningstar or similar
independent services that monitor the performance of mutual funds or with
other appropriate indices of investment securities.

VALUATION OF PORTFOLIO SHARES

Net Asset Value Per Share. The net asset value per share is
calculated for each Portfolio on each business day on which shares are
offered or orders to redeem are tendered. A business day is one on which
the New York Stock Exchange, PFPC and State Street are open for business.
Non-business days in 1995 will be: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Net asset value per share is computed for a Portfolio by
dividing the current value of the Portfolio's assets, less its liabilities,
by the number of shares of the Portfolio outstanding, and rounding to the
nearest cent. All Portfolios determine net asset value as of the close of
the New York Stock Exchange, normally 4:00 p.m. Eastern time.

Valuation of Portfolio Securities. With the exceptions noted below,
the Portfolios value portfolio securities at "fair market value." This
generally means that equity securities and fixed-income securities listed
and traded principally on any national securities exchange are valued on
the basis of the last sale price or, lacking any sales, at the closing bid
price on the exchange on which the security is primarily traded. United
States equity and fixed-income securities traded principally OTC, options
and futures contracts are valued on the basis of the closing bid price.

Because many fixed-income securities do not trade each day, last sale
or bid prices are frequently not available. Fixed-income securities
therefore may be valued based on prices provided by a pricing service when
such prices are believed to reflect the fair market value of such
securities.

International equity securities traded on a securities exchange are
valued on the basis of the last sale price. International securities
traded over-the-counter are valued on the basis of the mean of bid and
asked prices. In the absence of a last sale or mean bid and asked price,
respectively, such securities may be valued on the basis of prices provided
by a pricing service if those prices are believed to reflect the fair value
of such securities.

Money market instruments maturing within 60 days of the valuation
date held by Portfolios are valued at "amortized cost" unless the Board of
Directors determines that amortized cost does not represent fair value.
The "amortized cost" valuation procedure initially prices an instrument at
its cost and thereafter assumes a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price the
Portfolio would receive if it sold the instrument.

The Portfolios value securities for which market quotations are not
readily available at "fair value," as determined in good faith pursuant to
procedures established by the Board of Directors.

PURCHASE OF PORTFOLIO SHARES

Shares of the Portfolios may be purchased directly from the
Portfolios with no sales charge or commission. Investors may also purchase
shares of the Portfolios from intermediaries, such as a broker-dealer, bank
or other financial institution. Such intermediaries may be required to
register as a dealer pursuant to certain states' securities laws and may
charge the investor a reasonable service fee, no part of which will be paid
to the Portfolios. Shares of the Portfolios will be sold at the net asset
value next determined after an order is received and accepted, provided
that payment has been received by 12:00 p.m. Eastern Standard Time on the
following business day. Net asset value is determined as set forth above
under "Valuation of Portfolio Shares." All purchases must be made in U.S.
dollars. The minimum and subsequent investment requirements for each
Portfolio are $1,000. The Fund reserves the right to accept smaller
purchases at its sole discretion. The Fund reserves the right to reject any
purchase order.

Orders are accepted on each business day. Orders to purchase
Portfolio shares must be received by the transfer agent or Bennington prior
to close of the New York Stock Exchange, normally 4:00 p.m. Eastern time,
on the day shares of those Portfolios are offered and orders accepted, or
the orders will not be accepted and invested in the particular Portfolio
until the next day on which shares of that Portfolio are offered. Payment
must be received by 12:00 noon Eastern time the next business day.
Purchases by telephone may only be made as described in the telephone
transaction procedures set forth in "Purchase of Portfolio
Shares--Telephone Transactions." No fees are currently charged
shareholders by the Fund directly in connection with purchases.

Order and Payment Procedures. Investments in the Portfolios may be
made as follows:

Federal Funds Wire. Purchases may be made on any business day
by wiring federal funds to State Street, Boston, MA.

Checks. Purchases may be made by check (except that a check
drawn on a foreign bank will not be accepted) only in amounts greater
than $1,000; except that checks will be accepted for Individual
Retirement Accounts in any amount.

Please call the Fund for further information at (800) 759-3504.

Purchases in Kind. The Portfolios may accept certain types of
securities in lieu of wired funds as consideration for Portfolio
shares. Under no circumstances will a Portfolio accept any
securities the holding or acquisition of which conflicts with the
Portfolio's investment objective, policies and restrictions or which
Bennington or the applicable Money Manager believes should not be
included in the applicable Portfolio's portfolio on an indefinite
basis. Securities accepted in consideration for a Portfolio's shares
will be valued in the same manner as the Portfolio's portfolio
securities in connection with its determination of net asset value.
A transfer of securities to a Portfolio in consideration for
Portfolio shares will be treated as a sale or exchange of such
securities for federal income tax purposes. A shareholder will
recognize gain or loss on the transfer in an amount equal to the
difference between the value of the securities and the shareholder's
tax basis in such securities. Shareholders who transfer securities
in consideration for a Portfolio's shares should consult their tax
advisers as to the federal, state and local tax consequences of such
transfers. See "Purchases in Kind" in the Statement of Additional
Information.

Automatic Investment Plan. An Automatic Investment Plan may be
established at any time. By participating in the Automatic
Investment Plan, a shareholder may automatically make purchases of
shares of the Portfolios on a regular, convenient basis.
Shareholders may choose to make contributions on the 15th (or the
first business day before the 15th) and/or the last business day of
each month in amounts of $500.00 in the aggregate.

The Fund reserves the right to accept smaller purchases at its sole
discretion. The Fund reserves the right to reject any purchase order.

Exchange Privilege. Shares of any Portfolio of the Fund, may be
exchanged for shares of the other Portfolios offered by the Fund to the
extent such shares are offered for sale in the investor's state of
residence, on the basis of current net asset values per share at the time
of the exchange. Other than the Portfolios offered by this Prospectus, the
Portfolios of the Fund also include the Intermediate Fixed-Income
Portfolio, Short-Intermediate Fixed-Income Portfolio, Mortgage Securities
Portfolio, U.S. Government Money Portfolio, International Fixed-Income
Portfolio and the Municipal Intermediate Fixed-Income Portfolio.

If the exchanging shareholder does not currently own shares of the
portfolio whose shares are being acquired, a new account will be
established with the same registration, dividend and capital gain options
and authorized dealer of record as the account from which shares are
exchanged, unless otherwise specified in writing by the shareholder with
all signatures guaranteed by an eligible guarantor institution as defined
below under "Redemption of Portfolio Shares" and in "Additional Information
- - Signature Guarantees." To establish an automatic withdrawal for the new
account, however, an exchanging shareholder must file a specific written
request. For additional information, contact the Fund. A shareholder
should obtain and read the prospectus relating to any other portfolio of
the Fund before making an exchange.

An exchange is a redemption of the shares and is treated as a sale
for federal income tax purposes, and a short- or long-term capital gain or
loss may be realized. The exchange privilege may be modified or terminated
at any time on 60 days' notice to shareholders. Exchanges are available
only in states where exchanges may legally be made. Exchanges may be made
by faxing instructions to Bennington at (206) 224-4274 or by mailing
instructions to Bennington at 1420 Fifth Avenue, Suite 3130, Seattle, WA
98101. Exchanges may only be made by telephone as set out in the telephone
transaction procedures set forth in "Purchase of Portfolio
Shares--Telephone Transactions" and "Additional Information - Signature
Guarantees." No fees are currently charged shareholders by the Fund
directly in connection with exchanges.

Telephone Transactions. A shareholder of the Fund with an aggregate
account balance of $1 million or more may request purchases, redemptions or
exchanges of shares of a Portfolio by telephone at the appropriate toll
free number provided in this Prospectus. It may be difficult to implement
redemptions or exchanges by telephone in times of drastic economic or
market changes. In an effort to prevent unauthorized or fraudulent
redemption or exchange requests by telephone, the Fund employs reasonable
procedures specified by the Board of Directors to confirm that such
instructions are genuine. Telephone transaction procedures include the
following measures: requiring the appropriate telephone transaction
election be made on the telephone transaction authorization form sent to
shareholders upon request; requiring the caller to provide the names of the
account owners, the account owner's social security number or tax
identification number and name of Portfolio, all of which must match the
Fund's records; requiring that a service representative of Bennington,
acting as subtransfer agent complete a telephone transaction form listing
all of the above caller identification information; requiring that
redemption proceeds be sent by wire only to the owners of record at the
bank account of record or by check to the address of record; sending a
written confirmation for each telephone transaction to the owners of record
at the address of record within five (5) business days of the call; and
maintaining tapes of telephone transactions for six months, if the Fund
elects to record shareholder telephone transactions.

For accounts held of record by a broker-dealer, trustee, custodian or
an attorney-in-fact (under a power of attorney), additional documentation
or information regarding the scope of a caller's authority is required.
Finally, for telephone transactions in accounts held jointly, additional
information regarding other account holders is required. The Fund may
implement other procedures from time to time. If reasonable procedures are
not implemented, the Fund may be liable for any loss due to unauthorized or
fraudulent transactions. In all other cases, neither the Fund, the
Portfolio nor Bennington will be responsible for authenticity of redemption
or exchange instructions received by telephone.

REDEMPTION OF PORTFOLIO SHARES

Portfolio shares may be redeemed on any business day at the net asset
value next determined after the receipt of a redemption request in proper
form. Payment will ordinarily be made within seven days and will be
wire-transferred by automatic clearing house funds or other bank wire to
the account designated for the shareholder at a domestic commercial bank
which is a member of the Federal Reserve System. The Portfolios charge a
fee of $10.00 for the cost of wire-transferred redemptions of less than
$1,000, which transaction fee may be waived by the Fund at its discretion.
If requested in writing, payment will be made by check to the account
owners of record at the address of record. The Portfolios charge a
processing fee of $10.00 for each redemption by check request, which
processing fee may be waived by the Fund at its discretion. If an investor
has purchased Portfolio shares by check and subsequently submits a
redemption request, the redemption request will be honored at the net asset
value next calculated after receipt of the request, however, the redemption
proceeds will not be transmitted until the check used for investment has
cleared, which may take up to 15 days. This procedure does not apply to
shares purchased by wire transfer.

If a shareholder requests a redemption check made payable to someone
other than the registered owner of the shares and/or mailed to an address
other than the address of record, the request to redeem must (1) be made in
writing; (2) include an instruction to make the check payable to someone
other than the registered owner of the shares and/or mail it to an address
other than the address of record; and (3) be signed by all registered
owners with their signatures guaranteed. See "Additional Information -
Signature Guarantee."

Portfolio shares may be redeemed by faxing instructions to Bennington
at (206) 224-4274 or by mailing instructions to Bennington at 1420 Fifth
Avenue, Suite 3130, Seattle, WA 98101. Redemptions of the Portfolios'
shares may be effected on any business day on which the New York Stock
Exchange, PFPC and State Street are open, as long as instructions are
received by Bennington or the transfer agent by the close of business of
the New York Stock Exchange, normally 4:00 p.m. Eastern time. In periods
of severe market or economic conditions, the electronic redemption of
shares may be difficult due to an increase in the amount of electronic
transmissions. Use of the mail may result in the redemption request being
processed at a later time than it would have been if a instructions had
been sent by facsimile transmission. During the delay, the Portfolios' net
asset value may fluctuate.

Portfolio shares also may be redeemed through registered
broker-dealers who have made arrangements with the Fund permitting them to
redeem such shares by telephone or facsimile transmission and who may
charge a fee for this service.

If the Board of Directors determines that it would be detrimental to
the best interests of the remaining shareholders of a Portfolio to make
payment wholly or partly in cash, the Portfolio may pay the redemption
price in whole or in part by a distribution in kind of securities from the
investment portfolio of the Portfolio, in lieu of cash, in conformity with
any applicable rules of the SEC. Securities will be readily marketable and
will be valued in the same manner as in a regular redemption. See
"Valuation of Portfolio Shares." If shares are redeemed in kind, the
redeeming shareholders would incur transaction costs in converting the
assets into cash. The Fund, however, has elected to be governed by Rule
18f-1 under the Investment Company Act, pursuant to which a Portfolio is
obligated to redeem shares solely in cash up to the lesser of $250,000 or
1% of the net asset value of the Portfolio during any 90-day period for any
one shareholder.

The Fund reserves the right to redeem the shares of any shareholder
whose account balance is less than $500 per portfolio or whose aggregate
account is less than $2,000, and who is not part of an Automatic Investment
Plan. The Fund, however, will not redeem shares based solely on marked
reductions in net asset value. The Fund will give sixty (60) days prior
written notice to shareholders whose shares are being redeemed to allow
them to purchase sufficient additional shares of the Fund to avoid such
redemption.

The Fund reserves the right to suspend the right of redemption or
postpone the date of payment for the Portfolios if the unlikely emergency
conditions which are specified in the Investment Company Act or determined
by the SEC should exist.

<PAGE>
Shareholders uncertain of requirements for redemption should
telephone the Fund at (206) 224-7420 or (800) 759-3504. Redemptions by
telephone may only be made as set out in the telephone transaction
procedures set forth in "Purchase of Portfolio Shares--Telephone
Transactions."

Systematic Withdrawal Plan

Automatic withdrawal permits investors to request withdrawal of a
specified dollar amount (the minimum monthly withdrawal on the Systematic
Withdrawal Plan is $500.00 in aggregate) on a monthly basis on the 15th
and/or on the last business day of each month. An application for
automatic withdrawal can be obtained from Bennington or the Fund and must
be received by Bennington ten calendar days before the first scheduled
withdrawal date. Automatic Withdrawal may be ended at any time by the
investor or the Fund. The Systematic Withdrawal Plan may be discontinued
at any time by the Fund or Bennington. The Fund reserves the right to
reject any Systematic Withdrawal Plan application. Purchases of additional
shares concurrently with withdrawals generally are undesirable. Funds will
be disbursed according to the shareholder's standing redemption
instructions.

ADDITIONAL INFORMATION

Service Providers.

Manager and Administrator.

Bennington, 1420 Fifth Avenue, Suite 3130, Seattle, WA 98101, is the
manager and administrator of the Fund pursuant to a Management Agreement
with the Fund. Bennington also provides certain sub-transfer agent and
compliance services to the Fund pursuant to a Sub-Administration Agreement
between Bennington and the Fund.

Custodians.

PNC, Broad & Chestnut Streets, Philadelphia, PA 19101, acts as
custodian of the Portfolios' assets. PNC holds all portfolio securities
and cash assets of the Portfolio and is authorized to deposit securities in
securities depositories or to use the services of sub-custodians.

Barclays Bank, 54 Lombard Street, London EC3P3AH, England, may
employ sub-custodians outside the United States which have been approved by
the Board of Directors, pursuant to an agreement among Barclays, PNC and
the Fund.

State Street, 1776 Heritage Drive, North Quincy, Massachusetts 02171,
acts as custodian for investors of the Portfolios with respect to IRA
accounts.

<PAGE>
Sub-Administrator.

PFPC, 103 Bellevue Parkway, Wilmington, DE 19809, is the
sub-administrator to the Fund, providing portfolio accounting and
recordkeeping services to the Fund.

Transfer Agent, Registrar and Dividend Disbursing Agent.

State Street, P.O. Box 1713, Boston, Massachusetts 02105, is
transfer agent, registrar and dividend disbursing agent for the Portfolios.

Auditors.

Deloitte & Touche LLP, Two World Financial Center, New York, New York

10291 are the Fund's independent auditors. Shareholders will receive
semi-annual and annual financial statements; the annual statement is
audited by Deloitte & Touche LLP.

Fund Counsel.

Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019 serves
as the Fund's outside counsel.

Signature Guarantees.

A signature guarantee is designed to protect the shareholders and the
Portfolios against fraudulent transactions by unauthorized persons. In
certain instances, such as transfer of ownership or when the registered
shareholder(s) requests that redemption proceeds be sent to a different
name or address than the registered name and address of record on the
shareholder account, the Fund will require that the shareholder's signature
be guaranteed. When a signature guarantee is required, each signature must
be guaranteed by a domestic bank or trust company, credit union, broker,
dealer, national securities exchange, registered securities association,
clearing agency or savings association as defined by federal law. The
institution providing the guarantee must use a signature ink stamp or
medallion which states "Signature(s) Guaranteed" and be signed in the name
of the guarantor by an authorized person with that person's title and the
date. The Fund may reject a signature guarantee if the guarantor is not a
member of or participant in a signature guarantee program. Please note
that a notary public stamp or seal is not acceptable. The Fund reserves the
right to amend or discontinue its signature guarantee policy at any time
and, with regard to a particular redemption transaction, to require a
signature guarantee at its discretion.

Organization, Capitalization and Voting.

The Fund was incorporated in Maryland on June 10, 1991. The Fund is
authorized to issue 15 billion shares of common stock of $0.001 par value
per share, currently divided into ten series. The Board of Directors may
increase or decrease the number of authorized shares without approval by
shareholders. Shares of the Fund, when issued, are fully paid,
nonassessable, fully transferable and redeemable at the option of the
holder. Shares are also redeemable at the option of the Fund under certain
circumstances. All shares of a Portfolio are equal as to earnings, assets
and voting privileges. There are no conversion, preemptive or other
subscription rights. In the event of liquidation, each share of common
stock of a Portfolio is entitled to its portion of all of the Portfolio's
assets after all debts and expenses of the Portfolio have been paid. The
Portfolios' shares do not have cumulative voting rights for the election of
Directors. Pursuant to the Fund's Articles of Incorporation, the Board of
Directors may authorize the creation of additional series of common stock
and classes within such series, with such preferences, privileges,
limitations and voting and dividend rights as the Board may determine.

The Fund does not intend to hold annual meetings of shareholders
unless otherwise required by law. The Fund will not be required to hold
annual meetings of shareholders unless the election of Directors is
required to be acted on by shareholders under the Investment Company Act.
Shareholders have certain rights, including the right to call a meeting
upon a vote of 10% of the Fund's outstanding shares for the purpose of
voting on the removal of one or more Directors or to transact any other
business. Any proposals by shareholders to be presented at an annual
meeting must be received by the Fund for inclusion in its proxy statement
and form of proxy relating to that meeting at least 120 calendar days in
advance of the date of the Fund's proxy statement released in connection
with the previous year's annual meeting, if any. If there was no annual
meeting held in the previous year or the date of the annual meeting has
changed by more than 30 days, a shareholder proposal shall have been
received by the Fund a reasonable time before the solicitation is made.

As of September 1, 1995, Charles Schwab & Company, 101 Montgomery
Street, San Francisco, California 94104 was the owner of record of 24.40%,
27.16% and 18.68% of the outstanding shares of the Growth and Value and
Income Portfolios and the Small to Mid Cap Portfolio (formerly the Small
Cap Portfolio), respectively.

As of September 1, 1995, KEITHCO, account nominee for Regions Banks,
1807 Tower Drive, Monroe, LA 71211-7232 was the owner of record of 11.04%,
and 20.85% of the Growth and Value and Income Portfolios, respectively.

As of September 1, 1995, OneDun, account nominee for First American
Bank, 218 West Main Street, Dundee, IL 60118 was the owner of record of
10.52% and 9.16% of the Growth and Value and Income Portfolios,
respectively.

As of September 1, 1995, Twin City Bank Trust Department, 401 West
Capital, Suite 100, North Little Rock, AR 72201 was the owner of record of
8.25% and 5.94% of the Growth and Value and Income Portfolios,
respectively.

As of September 1, 1995, Anbee & Company, account nominee for
GreatBanc Trust Company, 105 East Galena Blvd., Aurora, IL 60505 was the
owner of record of 8.54% and 5.49% of International Equity and Small to Mid
Cap Portfolios (formerly the Small Cap Portfolio), respectively.

As of September 1, 1995, Stap & Company, account nominee for National
Westminster Bankcorp., 2 Montgomery Street, Jersey City, NJ 07302 was the
owner of record of 8.09%, 8.08%, 45.72% and 72.28% of the Growth, Value and
Income, Small to Mid Cap (formerly the Small Cap Portfolio) and the
International Equity Portfolios, respectively.

As of September 1, 1995, J. Anthony Whatley III owned 1.16% of the
Value and Income Portfolio. The other directors and officers of the Fund,
as a group, beneficially owned less than 1% of the shares of each
Portfolio.

The fiscal year end for each Portfolio is December 31.

Shareholder Inquiries and Reports to Shareholders.

The Fund's Annual Report to Shareholders, containing further
information about performance, is available without charge from the Fund.
Inquiries regarding the Portfolios and requests for Annual Reports should
be addressed to the Fund at 1420 Fifth Avenue, Suite 3130, Seattle,
Washington 98101, or by telephone at (206) 224-7420 or (800) 759-3504.

Glass-Steagall Act.

The Glass-Steagall Act and other applicable laws generally prohibit
banks that are members of the Federal Reserve System from engaging in the
business of underwriting, selling, distributing securities or engaging in
investment advisory activities. The Fund believes that its Money Managers
that are banks or subsidiaries of banks may perform the services for the
portfolios contemplated by the Money Manager Agreements without violation
of the Glass-Steagall Act or other applicable banking laws or regulations.
However, it is possible that future changes in either Federal or state
statutes and regulations concerning the permissible activities of banks or
trust companies, as well as further judicial or administrative decisions
and interpretations of present and future statues and regulations, might
prevent such Money Managers from continuing to perform such services for
the portfolios. If such Money Managers were prohibited from acting as
Money Manager to the Portfolios, it is expected that the Board of Directors
would recommend to the shareholders of those portfolios that they approve
these portfolios' entering into new Money Manager Agreements with other
qualified Money Managers to be selected by Bennington.

It is the position of the Board of Directors that the investment
advisory and custodian services to be performed by PNC and its affiliates,
are consistent with the requirements of the Glass-Steagall Act. In
addition, the Fund believes that this combination of individually
permissible activities is consistent with the Glass-Steagall Act and
federal legal and regulatory precedent thereunder. There is presently no
controlling precedent regarding the performance of a combination of
investment advisory and custodian services by banks of the sort
contemplated to be performed by PNC and its affiliates and described
herein. State laws on this issue may differ from the interpretations of
relevant federal law and banks and financial institutions may be required
to register as dealers pursuant to state securities law. Future changes in
either federal statues or regulations relating to the permissible
activities of banks, as well as future judicial or administrative decisions
and interpretations of present and future statutes and regulations, could
prevent PNC or its affiliates from continuing to perform all or part of
their investment management and custodian services. If PNC or its
affiliates were prohibited from so acting, shareholders would be permitted
to remain shareholders of the Portfolios and alternative means for
continuing such services would be sought. In such event, changes in the
operation of the Fund might occur and a shareholder serviced by PNC or its
affiliates might no longer be able to avail himself of any services then
being provided. The Board of Directors does not expect that shareholders
of the Fund would suffer any adverse financial consequences as a result of
these occurrences.

MONEY MANAGER PROFILES

The following information as to each Money Manager has been supplied
by the respective Money Managers. The Statement of Additional Information
contains further information concerning each Money Manager, including a
description of its business history and identification of its controlling
persons.

Growth Portfolio

State Street, Two International Place, Boston, MA 02110, is the
Money Manager of the Growth Portfolio. State Street is a Massachusetts
trust company and wholly-owned subsidiary of State Street Boston
Corporation, 225 Franklin Street, Boston, MA 02110, a publicly held bank
holding company. State Street is one of the largest providers of
securities processing and recordkeeping services for US mutual funds and
pension funds. Douglas T. Holmes, CFA, is primarily responsible for the
day-to-day management and investment decisions for the Growth Portfolio and
is supported by a group of other investment professionals that assist in
the management of the Growth Portfolio. Mr. Holmes joined State Street in
1984.

Value and Income Portfolio

Martingale Asset Management, L.P., 222 Berkeley Street, Boston, MA
02108 ("Martingale"), is the Money Manager of the Value and Income
Portfolio. Martingale is a Delaware limited partnership which consists of
one general partner, Martingale Corp., and five limited partners. Arnold
S. Wood and William E. Jacques each own 26.5% of the General Partner.
William E. Jacques, Executive Vice President and Chief Investment Officer
of Martingale, is primarily responsible for the day-to-day management and
investment decisions for the Value and Income Portfolio. Mr. Jacques
joined Martingale in 1987. On May 3, 1995, certain partners of Martingale
(the "Sellers") entered into a Purchase Agreement with Commerz
International Capital Management GmbH ("CICM") headquartered in Frankfurt,
Germany, to sell for cash a 60% partnership interest in Martingale to CICM,
or an affiliate of CICM. Commerzbank AG ("Commerzbank") is the parent
company of CICM. CICM presently anticipates that it will organize a
Delaware corporation as a subsidiary for the purpose of holding its
interests in Martingale. The transaction is subject to various closing and
regulatory conditions and is expected to close in the fourth quarter of
1995, but if the transaction does not close on or before December 31, 1995,
the Purchase Agreement may be terminated by CICM or the Sellers. On
August 15, 1995, the shareholders of the Value and Income Portfolio voted
at a special meeting of shareholders held for that purpose to continue with
Martingale as the Money Manager of the Value and Income Portfolio after the
completion of the transaction pursuant to a new Money Manager agreement
with Martingale with terms substantially identical to the Money Manager
agreement with Martingale prior to Martingale's change of ownership.

Small to Mid Cap Portfolio

Following the resignation of Wells Fargo Nikko Investment Advisors,
45 Fremont Street, 17th Floor, San Francisco, CA 94105 as the Money
Manager of the Small to Mid Cap Portfolio (formerly the Small Cap
Portfolio) effective September 15, 1995 and the approval by the
shareholders of the Small to Mid Cap Portfolio on August 15, 1995, Symphony
Asset Management, Inc. ("Symphony") has been the Money Manager of the Small
to Mid Cap Portfolio effective September 15, 1995. Symphony, whose offices
are located at 555 California Street, San Francisco, CA 94104 is a
California corporation founded in March, 1994. Symphony is registered as
an investment adviser under the Investment Advisers Act of 1940, as amended
(the "Investment Advisers Act"), and the California Department of
Corporations. Symphony is a wholly-owned subsidiary of BARRA, Inc.
("BARRA"), a California corporation, which is registered as an investment
adviser under the Investment Advisers Act and with the California
Department of Corporations, and as a publicly traded corporation under
Section 12(g) of the Securities Exchange Act of 1934, as amended. BARRA is
one of the world's leading suppliers of analytical financial software and
has pioneered many of the techniques used in systematic investment
management, including active management based on so-called factor return
predictions. Praveen K. Gottipalli, Director of Investments of Symphony,
is primarily responsible for the day-to-day management and investment
decisions for the Small to Mid Cap Portfolio. Mr. Gottipalli has been
Director of Investments with Symphony since March, 1994. From 1985 to
1994, he was with BARRA, Inc., where, prior to joining Symphony, he was
Director of the Active Strategies Group for BARRA, Inc. Mr. Gottipalli has
worked on a number of different investment management strategies including
valuation models for global equities, global tilt funds and aggressive
market neutral strategies that combine quantitative and qualitative
analysis. He has been actively involved with design, analysis,
implementation and enhancement of these strategies.
<PAGE>
International Equity Portfolio

Nicholas-Applegate Capital Management, ("Nicholas-Applegate"), 600
West Broadway, 29th Floor, San Diego, CA 92101, is the Money Manager for
the International Portfolio. Nicholas-Applegate is a California limited
partnership and registered investment adviser whose sole general partner is
Nicholas-Applegate Capital Management Holdings L.P., a California limited
partnership controlled by Arthur E. Nicholas. Nicholas-Applegate is
organized such that a team, consisting of Arthur E. Nicholas, Lawrence S.
Speidell and Loretta J. Morris, is primarily responsible for making the
day-to-day management and investment decisions for the International
Portfolio. Mr. Nicholas, Managing Partner and Chief Investment Officer,
founded Nicholas-Applegate in 1984. Mr. Speidell, Partner and Director of
Global and Systematic Portfolio Management, joined Nicholas-Applegate in
1994. From 1983 to 1994, Mr. Speidell was a portfolio manager for
Batterymarch Financial Management. Ms. Morris, Vice President, Global
Portfolio Management/Research, joined Nicholas-Applegate in 1990. From
1981 to 1989, Ms. Morris was responsible for research, client service and
operations at Collins Associates, a pension consulting firm.

APPENDIX A

DESCRIPTION OF INDICES

The following information as to each index has been supplied by the
respective preparer of the index or has been obtained from other
publicly-available information.

Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500") (a)<F16>

The purpose of the S&P 500 is to portray the pattern of common stock
price movement. Construction of the index proceeds from industry groups to
the whole. Currently there are four groups: 400 Industrials, 40
Utilities, 20 Transportation and 40 Financial. Since some industries are
characterized by companies of relatively small stock capitalization, the
index does not comprise the 500 largest companies listed on the New York
Stock Exchange.

Component stocks are chosen solely with the aim of achieving a
distribution by broad industry groupings that approximates the distribution
of these groupings in the New York Stock Exchange common stock population,
taken as the assumed model for the composition of the total market. Each
stock added to the index must represent a viable enterprise and must be
representative of the industry group to which it is assigned. Its market
price movements must in general be responsive to changes in industry
affairs.

The formula adopted by S&P is generally defined as a "base-weighted
aggregative" expressed in relatives with the average value for the base
period (1941-1943) equal to 10. Each component stock is weighted so that
it will influence the index in proportion to its respective market
importance. The most suitable weighting factor for this purpose is the
number of shares outstanding. The price of any stock multiplied by number
of shares outstanding gives the current market value for that particular
issue. This market value determines the relative importance of the
security.

Market values for individual stocks are added together to obtain
their particular group market value. These group values are expressed as a
relative, or index number, to the base period (1941-1943) market value. As
the base period market value is relatively constant, the index number
reflects only fluctuations in current market values.

S&P/BARRA Growth Index
S&P/BARRA Value Index

BARRA, in collaboration with Standard and Poor's Corporation, has
constructed the S&P/BARRA Growth Index (the "Growth Index") and S&P/BARRA
Value Index (the "Value Index") to separate the S&P 500 into value stocks
and growth stocks.

The Growth and Value Indices are constructed by dividing the stocks
in the S&P 500 according to their price-to-book ratios. The Value Index
contains firms with lower price-to-book ratios and has 50 percent of the
capitalization of the S&P 500. The Growth Index contains the remaining
members of the S&P 500. Each of the indices is capitalization-weighted and
is rebalanced semi-annually on January 1 and July 1 of each year.

Although the Value Index is created based on price-to-book ratios,
the companies in the index generally have other characteristics associated
with "value" stocks: low price-to-earnings ratios, high dividend yields,
and low historical and predicted earnings growth. Because of these
characteristics, the Value Index historically has had higher weights in the
Energy, Utility, and Financial sectors than the S&P 500. For the five-year
period between January 1989 and December 1994, the Value Index had an
annualized yield ranging within that period from a low of 3.16 to a high
of 5.28.

(a)<F16>
"Standard & Poor's," "S&P" and "S&P 500" are trademarks of Standard
and Poor's Corporation. The Growth and Value and Income Portfolios
are not sponsored, endorsed, sold or promoted by Standard & Poor's
Corporation.
</F16>

<PAGE>
Companies in the Growth Index tend to have opposite characteristics
from those in the Value Index: high earnings-to-price ratios, low dividend
yields, and high earnings growth. Historically, the Growth Index has been
more concentrated in Electronics, Computers, Health Care and Drugs than the
S&P 500.

As of December 31, 1994 there were 318 companies in the Value Index;
consequently there are 182 companies in the Growth Index.

Wilshire 4500 Index (b)<F17>

While the S&P 500 Index includes the preponderance of large market
capitalization stocks, it excludes most of the medium and small size
companies which comprise the remaining 33% of the capitalization of the
U.S. stock market. The Wilshire 4500 Index (an unmanaged index) consists
of all U.S. stocks that are not in the S&P 500 and that trade regularly on
the New York and American Stock Exchanges as well as in the NASDAQ
over-the-counter market. The Wilshire 4500 Index is constructed from the
Wilshire 5000 Equity Index, which measures the performance of all U.S.
headquartered equity securities with readily available price data.
Approximately 6500 capitalization weighted security returns are used to
adjust the Wilshire 5000 Equity Index. The Wilshire 5000 Equity Index was
created by Wilshire Associates in 1974 to aid in performance measurement.
The Wilshire 4500 Index consists of the Wilshire 5000 Equity Index after
excluding the companies in the S&P 500.

Wilshire Associates view the performance of the Wilshire 5000's
securities several ways. Price and total return indices using both capital
and equal weightings are computed. The unit value of these four indices
was set to 1.0 on December 31, 1970.

Morgan Stanley Capital International
Europe, Australia and Far East Stock Market Index

The Morgan Stanley Capital International EAFE is a
capitalization-weighted index representative of the stock market structure
of Europe and the Pacific Basin. MSCI EAFE is a broad-based index designed
to represent the performance of an unmanaged portfolio of stocks listed for
trading on stock markets other than those in America. As of August 31,
1993, the MSCI EAFE Index consisted of 1071 companies traded on stock
markets in 18 countries in Europe and the Pacific Basin. The weighting of
the MSCI EAFE Index by country was as follows: (1) Australia (2.5%); (2)
Austria (0.4%); (3) Belgium (1.0%); (4) Denmark (0.6%); (5) Finland (0.3%);
(6) France (5.9%); (7) Germany (6.0%); (8) Hong Kong (3.2%); (9) Italy
(2.0%); (10) Japan (48.1%); (11) the Netherlands (3.0%); (12) New Zealand
(0.3%); (13) Norway (0.3%); (14) Singapore/Malaysia (2.6%); (15) Spain
(1.9%); (16) Sweden (1.3%); (17) Switzerland (4.1%); and (18) United
Kingdom (16.3%).

Unlike other broad-based indices, the number of stocks included in
MSCI EAFE is not fixed and may vary to enable the Index to continue to
reflect the primary home markets of the constituent countries. Changes in
the Index will be announced when made. MSCI EAFE is a
capitalization-weighted index calculated by Morgan Stanley Capital
International based on the official closing prices for each stock in its
primary local or home market. The base value of the Index was equal to
100.0 on January 1, 1970. As of August 31, 1993, the current value of the
Index was 2087.4.

(b)<F17>
"Wilshire 4500" and "Wilshire 5000" are registered trademarks of
Wilshire Associates. The Small to Mid Cap Portfolio is not
sponsored, endorsed, sold or promoted by Wilshire Associates.
</F17>

BENNINGTON CAPITAL MANAGEMENT L. P.
U.S. Bank Centre
1420 Fifth Avenue, Suite 3130
Seattle, Washington 98101
Telephone: 206/224-7420
800/759-3504
Facsimile: 206/224-4274

No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information and representations must
not be relied upon. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such an offer. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Portfolios, Bennington or the Money Managers since the date
hereof; however, if any material change occurs while this Prospectus is
required by law to be delivered, this Prospectus will be amended or
supplemented accordingly.

<PAGE>
ACCESSOR FUNDS, INC.
FIXED-INCOME PORTFOLIOS
PROSPECTUS - September 15, 1995 1420 Fifth Avenue
Suite 3130
Seattle, WA 98101
1-800-759-3504

New Account Information and Shareholder Services 206-224-7420

ACCESSOR FUNDS, INC. (the "Fund"), is a multi-managed, no-load, open-end
management investment company, known as a mutual fund. The Fund currently
consists of ten diversified investment portfolios, each with its own
investment objective and policies. This Prospectus pertains to the
following six fixed-income portfolios of the Fund (individually, a
"Portfolio" and collectively, the "Portfolios"):

INTERMEDIATE FIXED-INCOME PORTFOLIO
SHORT-INTERMEDIATE FIXED-INCOME PORTFOLIO
MORTGAGE SECURITIES PORTFOLIO
U.S. GOVERNMENT MONEY PORTFOLIO
MUNICIPAL INTERMEDIATE FIXED-INCOME PORTFOLIO
INTERNATIONAL FIXED-INCOME PORTFOLIO

THE INTERNATIONAL FIXED-INCOME PORTFOLIO HAS NOT COMMENCED INVESTMENT
OPERATIONS. SHARES OF THE INTERNATIONAL FIXED-INCOME PORTFOLIO DESCRIBED
IN THIS PROSPECTUS ARE NEITHER REGISTERED FOR SALE TO NOR AVAILABLE FOR
PURCHASE BY INVESTORS.

THIS PROSPECTUS SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

INVESTMENTS IN THE U.S. GOVERNMENT MONEY PORTFOLIO ARE NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. WHILE THE U.S. GOVERNMENT MONEY
PORTFOLIO INTENDS TO MAINTAIN ITS NET ASSET VALUE AT $1.00 PER SHARE, THERE
CAN BE NO ASSURANCE THAT THE PORTFOLIO WILL BE ABLE TO DO SO. SEE
"VALUATION OF PORTFOLIO SHARES."

INVESTMENTS IN THE PORTFOLIOS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY ANY BANK. FURTHER, INVESTMENTS IN THE PORTFOLIOS
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.
<PAGE>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH
STATE.

<PAGE>
TABLE OF CONTENTS

Page
_____

SUMMARY.................................................................3
FEES AND PORTFOLIO EXPENSES.............................................5
FINANCIAL HIGHLIGHTS....................................................7
Intermediate Fixed-Income Portfolio...............................7
Short-Intermediate Fixed-Income Portfolio.........................7
Mortgage Securities Portfolio.....................................8
U.S. Government Money Portfolio...................................8
Municipal Intermediate Fixed-Income Portfolio.....................9
PORTFOLIO MANAGEMENT...................................................10
DESCRIPTION OF THE PORTFOLIOS..........................................10
General..........................................................10
Risk Factors and Special Considerations..........................11
Investment Objectives and Investment Policies....................12
Investment Policies..............................................15
Investment Restrictions..........................................23
GENERAL MANAGEMENT OF THE PORTFOLIOS...................................24
THE MONEY MANAGERS.....................................................26
EXPENSES OF THE PORTFOLIOS.............................................30
PORTFOLIO TRANSACTION POLICIES.........................................30
DIVIDENDS AND DISTRIBUTIONS............................................31
TAXES..................................................................31
CALCULATION OF PORTFOLIO PERFORMANCE...................................33
VALUATION OF PORTFOLIO SHARES..........................................34
PURCHASE OF PORTFOLIO SHARES...........................................35
REDEMPTION OF PORTFOLIO SHARES.........................................37
ADDITIONAL INFORMATION.................................................38
Service Providers................................................38
Signature Guarantees.............................................39
Organization, Capitalization and Voting..........................39
Shareholder Inquiries and Reports to Shareholders................40
Glass-Steagall Act...............................................41
MONEY MANAGER PROFILES.................................................41
DESCRIPTION OF INDICES.................................................A1

<PAGE>
SUMMARY

The following summary is qualified in its entirety by the more
detailed information included elsewhere in this Prospectus.

The Fund. The Fund is a multi-managed, no-load, open-end management
investment company, known as a mutual fund. The Fund currently consists of
ten diversified investment portfolios, each with its own investment
objective and policies. This Prospectus pertains to the Fund's
Intermediate Fixed-Income Portfolio, Short-Intermediate Fixed-Income
Portfolio, Mortgage Securities Portfolio (collectively, the "Bond
Portfolios"), U.S. Government Money Portfolio, Municipal Intermediate
Fixed-Income Portfolio and International Fixed-Income Portfolios (the
"International Portfolio"). See "Description of the Portfolios - General"
and " -- Investment Objectives."

Each Portfolio seeks to achieve its investment objective by using
investment policies and strategies which are distinct from investment
policies and strategies of other portfolios of the Fund. The investment
objective and investment management organization (the "Money Manager") for
each of the Portfolios are described below:

. INTERMEDIATE FIXED-INCOME PORTFOLIO -- Smith Barney Capital
Management -- seeks generation of current income by investing
primarily in fixed-income securities with durations of between three
and ten years. Under normal market conditions, the Portfolio will
have a dollar weighted average duration of not less than three years
nor more than ten years.

. SHORT-INTERMEDIATE FIXED-INCOME PORTFOLIO -- Bankers Trust Company --
seeks preservation of capital and generation of current income by
investing primarily in fixed-income securities with durations of
between one and five years. Under normal market conditions, the
Portfolio will have a dollar weighted average duration of not less
than two years nor more than five years.

. MORTGAGE SECURITIES PORTFOLIO -- BlackRock Financial Management,
Inc.-- seeks generation of current income by investing primarily in
mortgage-related securities.

. U. S. GOVERNMENT MONEY PORTFOLIO -- Bennington Capital Management
L.P. -- seeks maximum current income consistent with the preservation
of principal and liquidity by investing primarily in short-term
obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities.

. MUNICIPAL INTERMEDIATE FIXED-INCOME PORTFOLIO -- Lazard Freres Asset
Management -- seeks generation of current income that will be exempt
from Federal income taxes by investing primarily in fixed-income
securities with durations of between three and 15 years issued by
states, counties and other local governmental jurisdictions,
including agencies of such governmental jurisdictions, within the
United States. Under normal market conditions, the Portfolio will
have a dollar weighted average duration of not less than three years
nor more than ten years.

. INTERNATIONAL FIXED-INCOME PORTFOLIO -- OFFITBANK -- seeks generation
of current income by investing primarily in fixed-income securities
with maturities of between one and five years that are issued by
entities outside the United States.

Management. Bennington Capital Management L.P., a Washington limited
partnership ("Bennington") is the manager and administrator of the Fund,
pursuant to its Management Agreement. As such, Bennington provides or
oversees the provision of all general management, administration,
investment advisory and portfolio management services for the Fund. See
"General Management of the Portfolios."

Dividends and Distributions. Each Portfolio intends to distribute at
least annually to its shareholders substantially all of its net investment
income and its net realized long- and short-term capital gains. Dividends
from the net investment income of the U.S. Government Money Portfolio will
be declared daily and paid monthly. Dividends from the net investment
income of the Municipal Portfolio and the Bond Portfolios will be declared
and paid monthly. Dividends from the net investment income of the
International Portfolio will be declared and paid quarterly. See
"Dividends and Distributions."

Taxation. Each Portfolio has or will elect to qualify and intends to
remain qualified as a regulated investment company for federal income tax
purposes. As such, the Fund anticipates that no Portfolio will be subject
to federal income tax on income and gains that are distributed to
shareholders. The Fund expects that the shareholders will be able to treat
substantially all income from the Municipal Portfolio as exempt from
federal income tax. See "Taxes."

Service Providers.

Bennington is the manager and administrator of the Fund, as described
above. Bennington provides or oversees the provision of all general
management, administration, investment advisory and portfolio management
services for the Fund. Bennington also provides certain sub-transfer agent
and compliance services to the Fund, pursuant to its Sub-Administration
Agreement with the Fund.

PNC Bank, National Association, a national banking association
("PNC") and an indirect, wholly-owned subsidiary of PNC Bank Corp., acts as
custodian of the Portfolios' assets. Through an agreement with Barclays
Bank PLC ("Barclays Bank"), PNC and the Fund, Barclays Bank may employ
sub-custodians outside the United States which have been approved by the
Fund's Board of Directors ("Board of Directors").

PFPC Inc. ("PFPC"), a Delaware corporation, and an indirect,
wholly-owned subsidiary of PNC Bank Corp. is the sub-administrator to the
Fund. PFPC performs accounting, recordkeeping, and other administrative
services for the Fund.

Deloitte & Touche LLP are the Fund's independent auditors.

Mayer, Brown & Platt serves as the Fund's outside legal counsel. See
"Additional Information--Service Providers."
<PAGE>
FEES AND PORTFOLIO EXPENSES.

The following table lists the fees and expenses that an investor
should expect to incur as a shareholder of each of the Portfolios based on
projected annual operating expenses.

SHAREHOLDER TRANSACTION EXPENSES(a)<F1>
Portfolios
___________________________________________________________________________
Short-
Intermediate Intermediate Municipal U.S. International
Fixed- Fixed- Mortgage Intermediate Government Fixed-
Income Income Securities Fixed-Income Money Income
___________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Sales Load
on Purchases None None None None None None
Sales Load on
Reinvested Dividends None None None None None None
Deferred Sales Load None None None None None None
Redemption Fees/
Exchange Fees (b)<F2> None None None None None None
_________________
(a)<F1> Shares of the Portfolios are expected to be primarily sold through
registered investment advisers, bank trust departments and
financial planners. See "General Management of the Portfolios -
Distribution."
(b)<F2> The Fund charges a transaction fee of $10.00 for any redemption
under $1,000 and a processing fee of $10.00 for any redemption
requested by check. See "Redemption of Portfolio Shares."

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES(a)<F3>
(as a percentage of average net assets)
Portfolios
___________________________________________________________________________
Short-
Intermediate Intermediate Municipal U.S. International
Fixed- Fixed- Mortgage Intermediate Government Fixed-
Income Income Securities Fixed-Income Money Income
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
____________ ____________ __________ ____________ __________ ___________
<S> <C> <C> <C> <C> <C> <C>

Management Fees (b)<F4> 0.51% 0.51% 0.59% 0.47% 0.25% 0.80%
12b-1 Fees (c)<F5> None None None None None None
Other Expenses After
Expense
Reimbursements (d)<F6> 0.49% 0.47% 0.48% 0.54% 0.27% 0.80%
_____ _____ _____ _____ _____ _____
Total Portfolio
Operating Expenses 1.00% 0.98% 1.07% 1.01% 0.52% 1.60%
====== ====== ====== ===== ===== ======
<PAGE>
________________
(a)<F3> Data with respect to the International Portfolio is based on estimated
expenses expected to be incurred for the fiscal year ending December 31,
1995. The actual expense ratios for the fiscal year ended December 31,
1994 were different from those shown in the table. The table data has
been restated to reflect fees and expenses expected to be incurred
during the fiscal year ending December 31, 1995, not actual expenses.
For actual expenses incurred during the fiscal year ended December 31,
1994, see "Financial Highlights."
(b)<F4> Management fees consist of the management fee paid to Bennington and the
Money Manager fee paid to each Portfolio's Money Manager. See "General
Management of the Portfolios - Fund Manager Services and Fees" and "The
Money Managers--Money Manager Fees."
(c)<F5> The Fund's 12b-1 Plan provides for certain payments to be made to
Qualified Recipients that have rendered assistance in shareholder
servicing or in the distribution and/or retention of a Portfolio's
shares and do not involve payments out of the assets or income of the
Portfolios.
(d)<F6> Bennington has voluntarily undertaken to pay certain Other Expenses that
exceed amounts described in "Expenses of the Portfolios" for the
Municipal and International Portfolios. In addition, Bennington has
waived its fees payable under its Sub-Administration Agreement with the
Fund for the International and U.S. Government Money Portfolios.
Bennington may, at its sole discretion at any time, discontinue such
reimbursements or such waivers upon 30 days' notice to the Fund. If
Bennington does not reimburse such expenses for the International or
Municipal Portfolios or if such waivers were not in place, "Other
Expenses" and "Total Portfolio Operating Expenses" are expected to be
0.78% and 1.03% for the U.S. Government Money Portfolio, 1.17%% and
1.64% for the Municipal Portfolio and 1.73% and 2.53% for the
International Portfolio for the period ending December 31, 1995.

</TABLE>
EXAMPLE: You would pay the following expenses on a $1,000 investment,
assuming (1) a 5% annual return and (2) redemption at the end of each time
period:
<PAGE>
<TABLE>
<CAPTION>
Portfolios
___________________________________________________________________________
Short-
Intermediate Intermediate Municipal U.S. International
Fixed- Fixed- Mortgage Intermediate Government Fixed-
Income Income Securities Fixed-Income Money Income
___________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>

One Year $10 $10 $11 $10 $5 $16
Three Years $32 $31 $34 $32 $17 $51
Five Years $5 $54 $59 $56 $29
Ten Years $122 $120 $131 $124 $65
/TABLE
<PAGE>
The example assumes Money Manager and other fees are paid at the
rates provided in the table above. For a discussion of certain management
and Money Manager fees and other expense reimbursements and waivers, see
footnotes (b) and (d) to the table.

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The purpose of this table is to assist investors in understanding the
various costs and expenses that an investor in the Portfolios will bear.
For a more complete description of the various costs and expenses, see
"Expenses of the Portfolios."

FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each of the Periods Indicated)

The following information on financial highlights for the periods
ended December 31, 1992, December 31, 1993, and December 31, 1994, has been
audited by Deloitte & Touche LLP, independent auditors, whose report
thereon was unqualified. This information should be read in conjunction
with the financial statements and notes thereto and auditors' report that
appear in the Fund's Annual Reports for those years, which appeared in the
respective Statement of Additional Information effective during those
periods. The information for the six-month period ended June 30, 1995, has
been derived from unaudited data and includes all adjustments consisting of
normal recurring adjustments necessary to state fairly the information set
forth therein. This information should be read in conjunction with the
financial statements and notes thereto appearing in the Semi-Annual Report
for the period ended June 30, 1995, which is incorporated into and unless
previously provided will be delivered together with the Statement of
Additional Information. Financial highlights are not presented for the
International Portfolio since no shares of that Portfolio were outstanding
during the periods presented.
<PAGE>
<TABLE>
<CAPTION>
| Short-Intermediate
Intermediate Fixed-Income Portfolio | Fixed-Income Portfolio
_____________________________________|__________________________________
Period Period
from from
Period Year Year 6/16/92 Period Year Year 5/18/92
ended ended ended to ended ended ended to
6/30/95 12/31/94 12/31/93 12/31/92 6/30/95 12/31/94 12/31/93 12/31/92

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value at
Beginning of Period $11.04 $12.34 $12.00 $12.00 $11.62 $12.29 $12.16 $12.00
______ ______ ______ ______ ______ ______ _____ _____
Net Investment Income
After Bennington
expense subsidy (1)<F7> 0.36 0.65 0.56 0.36 0.30 0.50 0.46 0.33
Before Bennington
expense subsidy 0.36 0.64 0.52 0.30 0.30 0.49 0.45 0.29
Realized and Unrealized
Gain (Loss) on Investments 0.82 (1.28) 0.57 0.15 0.52 (0.67) 0.22 0.16
____ ____ ____ ____ ____ ____ ____ ____
Total from Investment
Operations 1.18 (0.63) 1.13 0.51 0.82 (0.17) 0.68 0.49
____ ____ ____ ____ ____ ____ ____ ____
Dividends from Net
Investment Income (0.36) (0.65) (0.56) (0.36) (0.30) (0.50) (0.46) (0.33)
Capital Gains Distributions 0.00 (0.02) (0.23) (0.15) 0.00 0.00 (0.07) 0.00
Distributions in Excess
of Capital Gains 0.00 0.00 0.00 0.00 0.00 0.00 (0.02) 0.00
____ ____ ____ ____ ____ ____ ____ ____
Total Distributions (0.36) (0.67) (0.79) (0.51) (0.30) (0.50) (0.55) (0.33)
____ ____ ____ ____ ____ ____ ____ ____
Net Asset Value at
End of Period $11.86 $11.04 $12.34 $12.00 $12.14 $11.62 $12.29 $12.16
===== ===== ===== ===== ===== ===== ===== =====<PAGE>
Total Return (2)<F8> 10.94% (5.24%) 9.53% 4.26% 7.20% (1.42%) 5.62% 4.12%

Net Assets, End of
Period (000 Omitted) $35,531 $31,405 $26,642 $10,901 $33,813 $32,233 $32,568 $13,365
Ratio of Expenses to
Average Net Assets
After Bennington
expense subsidy (1)<F7> 1.02%* 1.24% 1.06% 0.85%* 1.01%* 1.18% 1.05% 0.83%*
Before Bennington
expense subsidy 1.02%* 1.28% 1.35% 1.50%* 1.01%* 1.22% 1.12% 1.42%*
Ratio of Net Investment
Income to Average Net
Assets
After Bennington
expense subsidy (1)<F7> 6.30%* 5.65% 4.62% 5.33%* 5.01%* 4.17% 3.78% 4.40%*
Before Bennington
expense subsidy 6.30%* 5.61% 4.33% 4.68%* 5.01%* 4.13% 3.71% 3.81%*
Portfolio Turnover
Rate (3)<F9> 110.54%* 255.11% 265.06% 100.57%* 7.70%* 36.54% 88.28% 107.26%*

<PAGE>
________________
(1)<F7> During the fiscal period ended December 31, 1993 and for the period from
January 1, 1994 to February 28, 1994, Bennington subsidized operating
expenses other than Bennington's and the Money Managers' fees ("Other
Expenses") in excess of 0.54% of the average daily net assets for the
Intermediate Fixed-Income and Short-Intermediate Fixed-Income
Portfolios. Effective March 1, 1994, Bennington discontinued
subsidizing Other Expenses for the Intermediate Fixed-Income and
Short-Intermediate Fixed-Income Portfolios.
(2)<F8> Total return is calculated assuming a purchase of shares at net asset
value per share on the first day and a sale at net asset value per share
on the last day of each period reported. Distributions are assumed, for
purposes of this calculation, to be reinvested at the net asset value
per share on the respective payment dates of each Portfolio. The Fund
may charge a transaction fee of $10.00 for redemptions by wire under
$1,000 and a processing fee of $10.00 for redemptions made by check,
which are not reflected in the total return. See "Redemption of
Portfolio Shares."
(3)<F9> See discussion of portfolio turnover rates in "Portfolio Transaction
Policies."
* Annualized.
/TABLE
<PAGE>
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each of the Periods Indicated)

The following information on financial highlights for the periods
ended December 31, 1992, December 31, 1993, and December 31, 1994, has been
audited by Deloitte & Touche LLP, independent auditors, whose report
thereon was unqualified. This information should be read in conjunction
with the financial statements and notes thereto and auditors' report that
appear in the Fund's Annual Report for such period, which appeared in the
respective Statement of Additional Information effective for such periods.
The information for the six-month period ended June 30, 1995, has been
derived from unaudited data and includes all adjustments consisting of
normal recurring adjustments necessary to state fairly the information set
forth therein. This information should be read in conjunction with the
financial statements and notes thereto appearing in the Semi-Annual Report
for the period ended June 30, 1995, which is incorporated into and unless
previously provided will be delivered together with the Statement of
Additional Information. Financial highlights are not presented for the
International Portfolio since no shares of that Portfolio were outstanding
during the periods presented.

<PAGE>
<TABLE>
<CAPTION>
Mortgage Securities Portfolio | U.S. Government Money Portfolio
___________________________________|____________________________________
Period Period
from from
Period Year Year 5/18/92 Period Year Year 4/9/92
ended ended ended to ended ended ended to
6/30/95 12/31/94 12/31/93 12/31/92 6/30/95 12/31/94 12/31/93 12/31/92
(1)<F10>

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value at
Beginning of Period $11.36 $12.17 $12.02 $12.00 $1.00 $1.00 $1.00 $1.00
_____ _____ _____ _____ ____ ____ ____ ____
Net Investment Income
After Bennington
expense subsidy (2)<F11> 0.40 0.60 0.55 0.34 0.03 0.04 0.03 0.02
Before Bennington
expense subsidy 0.40 0.60 0.53 0.30 0.02 0.03 0.03 0.02
Realized and Unrealized
Gain on Investments 0.76 (0.80) 0.31 0.13 0.00 0.00 0.00 0.00
_____ ____ ____ ____ ____ ____ ____ ____
Total from Investment
Operations 1.16 (0.20) 0.86 0.47 0.03 0.04 0.03 0.02
____ _____ ____ ____ _____ ____ ____ ____
Dividends from Net
Investment Income (0.40) (0.60) (0.55) (0.34) (0.03) (0.04) (0.03) (0.02)
Capital Gains
Distributions 0.00 (0.01) (0.16) (0.03) 0.00 0.00 0.00 0.00
Distributions in Excess
of Capital Gains 0.00 0.00 0.00 (0.08) 0.00 0.00 0.00 0.00
____ ____ ____ ____ ____ ____ ____ ____
Total Distributions (0.40) (0.61) (0.71) (0.45) (0.03) (0.04) (0.03) (0.02)
____ ____ ____ ____ ____ ____ ____ ____
<PAGE>
Net Asset Value at
End of Period $12.12 $11.36 $12.17 $12.02 $$1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ====== ==== ===== =====
Total Return (3)<F12> 10.40% (1.65%) 7.26% 3.93% 3.70% 3.70% 2.81% 2.40%
Net Assets, End of
Period (000 Omitted) $35,442 $32,975 $29,731 $15,356 $12,008 $12,008 $26,693 $51,145
Ratio of Expenses to
Average Net Assets
After Bennington
expense subsidy (2)<F11> 1.08%* 1.31% 1.03% 0.84%* 0.45% 0.45% 0.45% 0.32%*
Before Bennington
expense subsidy 1.08%* 1.35% 1.18% 1.40%* 1.25% 1.27% 0.77% 0.39%*
Ratio of Net Investment
Income to Average Net Assets
After Bennington
expense subsidy (2)<F11> 6.79%* 5.18% 4.55% 4.68%* 5.35% 3.51% 2.71% 3.25%*
Before Bennington
expense subsidy 6.79%* 5.14% 4.40% 4.12%* 4.55% 2.69% 2.39% 3.18%*
Portfolio Turnover
Rate (4)<F13> 223.11%* 603.51% 399.19% 114.04%* -- -- - -
<PAGE>
______________________
(1)<F10> For the period January 1, 1994 through September 6, 1994, State Street
Bank and Trust ("State Street") was the Money Manager for the U.S.
Government Money Portfolio pursuant to a Money Manager Agreement among
the Fund, Bennington and State Street. Effective September 7, 1994, the
Money Manager agreement with State Street was terminated and for the
period from September 7, 1994 through December 31, 1994, Bennington
invested the total assets of the U.S. Government Money Portfolio.
(2)<F11> During the fiscal period ended December 31, 1993 and for the period from
January 1, 1994 to February 28, 1994, Bennington subsidized operating
expenses other than Bennington's and the Money Managers' fees ("Other
Expenses") in excess of 0.54% of the average daily net assets for the
Mortgage Portfolio, and subsidized Other Expenses above 0.20% of the
average daily net assets for the U.S. Government Money Portfolio. During
the period from March 1, 1994 to December 31, 1994, Bennington
discontinued subsidizing Other Expenses for the Mortgage Portfolio, but
subsidized Other Expenses in excess of 0.20% of the average daily net
assets for the U.S. Government Money Portfolio. For the fiscal year
ending December 31, 1995, Bennington agreed to continue subsidizing Other
Expenses for the U. S. Government Money Portfolio, but Bennington may
discontinue the expense subsidy at its sole discretion at any time upon
30 days' written notice to the Fund. Effective September 15, 1995,
Bennington discontinued subsidizing Other Expenses for the U.S.
Government Money Portfolio.
(3)<F12> Total return is calculated assuming a purchase of shares at net asset
value per share on the first day and a sale at net asset value per share
on the last day of each period reported. Distributions are assumed, for
purposes of this calculation, to be reinvested at the net asset value per
share on the respective payment dates of each Portfolio. The Fund may
charge a transaction fee of $10.00 for redemptions by wire under $1,000
and a processing fee of $10.00 for redemptions made by check, which are
not reflected in the total return. See "Redemption of Portfolio Shares."
(4)<F13> See discussion of portfolio turnover rates in "Portfolio Transaction
Policies."
* Annualized.
/TABLE
<PAGE>

FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period Indicated)

The Municipal Portfolio commenced investment operations on January 13,
1994. The following information on financial highlights for the period
beginning January 13, 1994 and ending December 31, 1994, has been audited
by Deloitte & Touche LLP, independent auditors, whose report thereon was
unqualified. This information should be read in conjunction with the
financial statements and notes thereto and auditors' report that appear in
the Fund's Annual Report for such period. The financial highlights for the
six-month period ended June 30, 1995, have been derived from unaudited data
and include all adjustments consisting of normal recurring adjustments
necessary to state fairly the information set forth therein. This
information should be read in conjunction with the financial statements and
notes thereto which appear in the Semi-Annual Report for the period ended
June 30, 1995, which is incorporated into and unless previously provided
will be delivered together with the Statement of Additional Information.

Municipal Intermediate Fixed-Income Portfolio

Period ended Period from
6/30/95 1/13/94 to 12/31/94

Net Asset Value at Beginning
of Period $10.97 $12.00
_____ _____
Net Investment Income
After Bennington expense
subsidy (1)<F14> 0.23 0.39
Before Bennington expense
subsidy 0.20 0.30
Realized and Unrealized Gain
on Investments 0.57 (1.03)
_____ _____
Total from Investment Operations 0.80 (0.64)
Dividends from Net Investment
Income (0.23) (0.39)
Capital Gains Distributions 0.00 0.00
Distributions in Excess of
Capital Gains 0.00 0.00
_____ _____
Total Distributions (0.23) (0.39)
_____ _____
Net Asset Value at End of Period $11.54 $10.97
======= =======
Total Return (2)<F15> 7.46% (5.35%)
Net Assets, End of
Period (000 Omitted) $13,940 $13,408
Ratio of Expenses to Average
Net Assets (1)<F14>
After Bennington expense
subsidy (1)<F14> 1.05%* 1.05%
Before Bennington expense
subsidy 1.64%* 1.94%
Ratio of Net Investment Income
to Average Net Assets
After Bennington expense
subsidy (1)<F14> 4.08%* 3.62%
Before Bennington expense
subsidy 3.49%* 2.73%
Portfolio Turnover Rate (3)<F16> 39.71%* 60.84%
___________________
(1)<F14> During the fiscal period ended December 31, 1993 and for the
period from January 1, 1994 to February 28, 1994, Bennington
subsidized operating expenses other than Bennington's and the Money
Managers' fees ("Other Expenses") in excess of 0.54% of the average
daily net assets for the Municipal Portfolio. During the period
from March 1, 1994 to December 31, 1994, Bennington subsidized
Other Expenses above 0.54% of the average daily net assets for the
Municipal Portfolio. For the fiscal year ending December 31, 1995,
Bennington has agreed to continue subsidizing Other Expenses for
the Municipal Portfolio. Bennington may discontinue the expense
subsidy at its sole discretion at any time upon 30 days' written
notice to the Fund. </F14>
(2)<F15> Total return is calculated assuming a purchase of shares at net
asset value per share on the first day and a sale at net asset
value per share on the last day of each period reported.
Distributions are assumed, for purposes of this calculation, to be
reinvested at the net asset value per share on the respective
payment dates of each Portfolio. The Fund may charge a transaction
fee of $10.00 for redemptions by wire under $1,000 and a processing
fee of $10.00 for redemptions made by check, which are not
reflected in the total return. See "Redemption of Portfolio
Shares." </F15>
(3)<F16> See discussion of portfolio turnover rates in "Portfolio
Transaction Policies." </F16>
* Annualized.

PORTFOLIO MANAGEMENT

Bennington is responsible for evaluating, selecting, and recommending
Money Managers needed to manage all or part of the assets of the portfolios
of the Fund. Bennington is also responsible for allocating the assets
within a portfolio among any Money Managers selected. Pursuant to the
Investment Company Act of 1940, as amended (the "Investment Company Act"),
Money Managers may be added by Bennington only with the approval of the
shareholders of the applicable portfolio of the Fund. Bennington, in
conjunction with the Board of Directors, reviews Money Managers'
performance. Bennington may terminate a Money Manager at any time, subject
to approval by the Board of Directors and prompt notification of the
applicable portfolio's shareholders. See "Selection of Money Managers."

Bennington is responsible for the selection of individual portfolio
securities for all of the assets of the U.S. Government Money Portfolio. A
separate Money Manager currently manages the assets of each other
Portfolio. See "Money Manager Profiles," and "Selection of Money
Managers." During the period from April 9, 1992 to September 6, 1994,
State Street acted as Money Manager to the U.S. Government Money Portfolio
pursuant to a Money Manager Agreement among the Fund, Bennington and State
Street. Effective September 7, 1994, Bennington terminated the Money
Manager Agreement with State Street, and began investing all the assets of
that Portfolio. See the Statement of Additional Information for additional
information about State Street.

DESCRIPTION OF THE PORTFOLIOS
General
The Fund is a Maryland corporation and was organized in June 1991 as
a multi-managed, no-load, open-end management investment company, known as
a mutual fund. The Fund currently consists of ten diversified investment
portfolios (nine of which have commenced investment operations), each with
its own investment objective and policies. This Prospectus covers six of
the fixed-income portfolios of the Fund. The Fund's other four portfolios,
which are designed for investment in equity securities are offered through
a separate prospectus. Each Portfolio's assets are invested by Bennington
and/or one or more Money Manager, which have been analyzed, evaluated and
recommended by Bennington. Bennington also operates and administers the
Fund and monitors the performance of the Money Managers. Each Portfolio's
investment objective and investment restrictions are "fundamental" and may
be changed only with the approval of the holders of a majority of the
outstanding voting securities of that Portfolio, as defined in the
Investment Company Act. Other policies reflect current practices of the
Portfolios, and may be changed by the Portfolios without the approval of
shareholders. This section of the Prospectus describes each Portfolio's
investment objective, policies and restrictions. A more detailed
discussion appears in the Statement of Additional Information and includes
a list of the Portfolios' investment restrictions.

Under normal circumstances, each Portfolio will invest at least 65%
and generally more than 80% of its total assets in the types of securities
identified in its statement of objectives as principal investments.
Bennington will attempt to have each Portfolio (other than the U.S.
Government Money Portfolio) managed so that the Portfolio's investment
performance equals or exceeds the total return performance of a relevant
index. See Appendix A for a description of the current indices. Each
Portfolio (other than the U.S. Government Money Portfolio) may have up to
20% of its total assets invested in money market instruments to provide
liquidity. If, in the opinion of Bennington or a Money Manager, market
or economic conditions warrant, the Portfolio may adopt a temporary
defensive strategy. In that event, the Portfolio may hold assets as cash
reserves without limit. See "Investment Policies--Liquidity Reserves."
Also, under these economic or market conditions, the Intermediate
Fixed-Income Portfolio, Short-Intermediate Fixed-Income Portfolio, and
the Municipal Intermediate Fixed-Income Portfolio may deviate from their
designated average dollar weighted duration ranges. See "Investment
Objectives: Intermediate Fixed-Income Portfolio, --Short-Intermediate
Fixed-Income Portfolio, --Municipal Intermediate Fixed-Income Portfolio."
There can be no assurance that the investment objective for any Portfolio
will be realized.
<PAGE>
No Portfolio will invest in fixed-income securities, including
convertible securities, rated less than A by Standard & Poor's Corporation
("S&P") or Moody's Investors Service, Inc. ("Moody's"), or in unrated
securities judged by Bennington or a Money Manager to be of a lesser credit
quality than those designations. The Portfolios will sell securities which
they have purchased in a prudent and orderly fashion when ratings drop
below these minimum ratings. See Appendix A in the Statement of Additional
Information for a description of securities ratings.

Risk Factors and Special Considerations

The Fund is designed to provide diverse opportunities in equity and
debt securities. No assurance can be given that the Portfolios will
achieve their investment objectives.

Investing in a mutual fund that purchases securities of companies and
governments of foreign countries, particularly developing countries,
involves risks that go beyond the usual risks inherent in a mutual fund
limiting its holdings to domestic investments. Up to 100% of the net
assets of the International Portfolio may be held in securities denominated
in one or more foreign currencies, which will result in that Portfolio
bearing the risk that those currencies may lose value in relation to the
U.S. dollar. Certain Portfolios also may be subject to certain risks in
using investment techniques and strategies such as entering into forward
currency contracts and repurchase agreements and trading futures contracts
and options on futures contracts. The use of options and futures by a
Portfolio entails certain risks, including the risk that to the extent the
Money Manager's views as to certain market movements are incorrect, the use
of such instruments could result in losses greater than if they had not
been used. Such instruments may also force sales or purchases of portfolio
securities at inopportune times or for prices higher than (in the case of
put options) or lower than (in the case of call options) current market
values, limit the amount the Portfolio could realize on its investments or
cause the Portfolio to hold a security it might otherwise sell. Also, when
used for hedging existing positions, the variable degree of correlation
between price movements of futures contracts and price movements in the
related portfolio position of the Portfolio could create the possibility
that losses on the hedging instrument will be greater than gains in the
value of the Portfolio's position, thereby reducing the Portfolio's net
asset value. See "Description of the Portfolios -- Investment Policies"
and "Investment Restrictions, Policies and Risk Considerations --
Investment Restrictions" in the Statement of Additional Information. In
addition, the Bond Portfolios will invest in U.S. Government stripped
mortgage-related securities which, due to changes in interest rates, may be
more speculative and subject to greater fluctuations in value than
securities that pay interest currently. The Municipal Portfolio will
invest primarily in fixed-income securities issued by states, counties and
other local governmental jurisdictions, including agencies of such
governmental jurisdictions, which may or may not be backed or guaranteed by
the United States government or its agencies and instrumentalities. See
"Description of the Portfolios--Investment Policies."

The use of multiple Money Managers in any given Portfolio or the
replacement of a Portfolio's Money Managers may increase a Portfolio's
portfolio turnover rate, realization of gains or losses, and brokerage
commissions. High portfolio turnover may involve correspondingly greater
brokerage commissions and transaction costs, which will be borne by the
Portfolios and may result in increased short-term capital gains which, when
distributed to shareholders, are treated as ordinary income. See
"Portfolio Transaction Policies" and "Taxes."

Mr. J. Anthony Whatley, III controls the managing partner of
Bennington. Mr. Whatley has had approximately 20 years of experience in
the securities industry, principally in the areas of sales and marketing of
mutual fund products and in the direct investment of portfolio assets for
an investment company since the commencement of investment operations of
the Fund in April 1992. Bennington and its managing partner were organized
in 1991 to provide investment advice to the Fund. See "General Management
of the Portfolios" for a description of the responsibilities of Bennington.

With respect to the Intermediate Fixed-Income, Short-Intermediate
Fixed-Income, and Municipal Portfolios, Bennington or a Money Manager may
adopt a temporary defensive strategy under abnormal market or economic
conditions. During these times, one or more Portfolios may make
investments which result in the Portfolios' average dollar weighted
duration rising above their designated ranges. Such a strategy differs
from other defensive strategies in that it involves greater rather than
less risk to the Portfolios. See "Investment Objectives: Intermediate
Fixed-Income Portfolio, --Short-Intermediate Fixed-Income Portfolio,
- --Municipal Intermediate Fixed-Income Portfolio."

Investment Objectives and Investment Policies

The investment objective of each Portfolio is fundamental and cannot
be changed without the approval of the holders of a majority of the
Portfolio's outstanding voting securities as defined in the Statement of
Additional Information. The other investment policies and practices of
each Portfolio, unless otherwise noted, are not fundamental and may
therefore be changed by a vote of the Board of Directors without
shareholder approval.

The INTERMEDIATE FIXED-INCOME PORTFOLIO seeks generation of current
income by investing primarily in fixed-income securities with durations of
between three and ten years and a dollar weighted average portfolio
duration that does not vary more or less than 20% from that of the Lehman
Brothers Government/Corporate Index or another relevant index approved by
the Board of Directors.

Under normal market conditions, the Portfolio seeks to achieve its
objective by investing at least 65% and generally more than 80% of its
total assets in fixed-income securities and will have a dollar weighted
average duration of between three and ten years. The Portfolio invests
principally in bonds, debentures and other fixed-income securities with
durations of between three and ten years, including: obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities; U.S.
dollar-denominated corporate debt securities of domestic or foreign
issuers; mortgage- and other asset-backed securities including stripped
mortgage-backed securities; variable and floating rate debt securities;
U.S. dollar-denominated obligations of foreign governments and foreign
governmental agencies; and convertible securities.

Investment selections will be based on fundamental economic, market
and other factors leading to variation by sector, maturity, quality and
such other criteria as are appropriate to meet the stated objectives.
Bennington and/or the Money Manager will attempt to equal or exceed the
total return performance of the Lehman Brothers Government/Corporate Index
(the "LBGC Index"). In approving the LBGC Index, the Board of Directors
took into consideration the substantial similarity between the securities
expected to be held by the Portfolio and the LBGC Index securities with
respect to the following factors, among others: the duration, credit
ratings and volatility risk. The Portfolio may utilize options on U.S.
Government securities, interest rate futures contracts and options on
interest rate futures contracts to reduce certain risks of its investments
and to attempt to enhance income, but not for speculation. See "Investment
Policies--Options" and "--Futures Contracts."

The SHORT-INTERMEDIATE FIXED-INCOME PORTFOLIO seeks preservation of
capital and generation of current income by investing primarily in
fixed-income securities with durations of between one and five years and a
dollar weighted average portfolio duration that does not vary more or less
than 20% from that of the Lehman Brothers 1-5 Year Government/Corporate
Index or another relevant index approved by the Board of Directors.

The Portfolio invests principally in fixed-income securities of the
type permitted for investment by the Intermediate Fixed-Income Portfolio
but with a shorter dollar weighted average portfolio duration. Bennington
and/or the Money Manager will attempt to equal or exceed the total return
performance of the Lehman Brothers Government/Corporate 1-5 Year Index (the
"LBGC5 Index"). In approving the LBGC5 Index, the Board of Directors took
into consideration the substantial similarities between the securities
expected to be held by the Portfolio and the LBGC5 Index securities, among
others: the duration, credit ratings and volatility risk. The Portfolio
may utilize options on U.S. Government securities, interest rate futures
contracts and options on interest rate futures contracts to reduce certain
risks of its investments and to attempt to enhance income, but not for
speculation. See "Investment Policies--Options" and "--Futures Contracts."

The MORTGAGE SECURITIES PORTFOLIO seeks generation of current income
by investing primarily in mortgage-related securities with an aggregate
dollar weighted average portfolio duration that does not vary outside of a
band of plus or minus 20% from that of the Lehman Brothers Mortgage-Backed
Securities Index (the "LBM Index") or another relevant index approved by
the Board of Directors.

The market value of these securities can and will fluctuate as
interest rates and market conditions change. Fixed-rate mortgages decline
in value during periods of rising interest rates. Adjustable rate mortgage
securities allow the Portfolio to participate in increases in interest
rates through periodic adjustments in the coupons of the underlying
mortgages. See "Investment Policies--Mortgage-Related Securities." Under
normal market conditions, the Portfolio seeks to achieve this objective by
investing at least 65% and generally more than 80% of its total assets in
mortgage related securities, and the Portfolio's principal investments will
be mortgage-related securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities. Up to 50% of the Portfolio's net assets
may be invested in collateralized mortgage obligations ("CMOs"), real
estate mortgage investment conduits ("REMICs") or asset-backed securities.
See "Investment Policies--Asset-Backed Securities" and "--Risks of
Investing in Asset-Backed and Mortgage-Related Securities" in this
Prospectus and "Investment Restrictions, Policies and Risk
Considerations--Investment Policies--Collateralized Mortgage Obligations
("CMOs") and Real Estate Mortgage Investment Conduits ("REMICs")" in the
Statement of Additional Information. Bennington and/or the Money Manager
will attempt to equal or exceed the total return performance of the LBM
Index. In approving the LBM Index, the Board of Directors took into
consideration factors such as the substantial similarity between the
securities expected to be held by the Portfolio and those in the LBM Index
and that the index would have a risk level appropriate to the objectives of
this Portfolio. The Portfolio also may utilize options on U.S. Government
securities, interest rate futures and options thereon for hedging purposes
and to attempt to enhance income, but not for speculation. See "Investment
Policies--Options" and "--Futures Contracts."

The U.S. GOVERNMENT MONEY PORTFOLIO seeks maximum current income
consistent with the preservation of principal and liquidity by investing
primarily in short-term obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. See "Investment
Policies--U.S. Government Securities."

The dollar weighted average portfolio maturity of the Portfolio will
not exceed 90 days. Under normal market conditions, the Portfolio seeks to
achieve this objective by investing at least 65% and generally more than
80% of a Portfolio's total assets in fixed-income securities. The
Portfolio limits its Portfolio investments to those which mature in 13
months or less from the date of purchase, present minimal credit risks and
are of "eligible quality" as determined by the Portfolio's manager under
the supervision of the Board of Directors. See "Investment Policies--Money
Market Instruments." The Portfolio may enter into repurchase agreements
collateralized by U.S. Government securities. See "Investment
Policies--Repurchase Agreements." While the U.S. Government Money
Portfolio intends to maintain its net asset value at $1.00 per share, an
investment in this Portfolio is neither insured nor guaranteed by the U.S.
Government, and there can be no assurance that the Portfolio will be able
to maintain a stable net asset value of $1.00 per share. See "Valuation of
Portfolio Shares."

The MUNICIPAL INTERMEDIATE FIXED-INCOME PORTFOLIO seeks generation of
current income by investing primarily in fixed-income securities with
durations of between three and 15 years issued by states, counties and
other local governmental jurisdictions, including agencies of such
governmental jurisdictions ("Municipal Bonds"), with a dollar weighted
average duration that does not vary by more or less than 20% from that of
the Lehman Brothers 3-15 Year Municipal Index or another relevant index
approved by the Board of Directors.

Under normal market conditions, the Portfolio seeks to achieve this
objective by investing at least 65% and generally more than 80% of its
total assets in fixed-income securities and will have a dollar weighted
average duration of not less than three years nor more than ten years.

The Portfolio has a fundamental policy that under normal market
conditions, at least 80% of its net assets will be invested in tax-exempt
securities. Securities which generate income subject to the alternative
minimum tax may be counted toward the 80% requirement. Investment
selections will be based on fundamental economic, market and other factors,
leading to variation by sector, duration, quality and other criteria
appropriate to meet stated objectives. Bennington and/or a Money Manager
will attempt to equal or exceed the total return performance of the Lehman
Brothers 3-15 Year Municipal Index ("LBM3"). In approving this index, the
Board of Directors took into consideration the substantial similarity
between the expected securities holdings of the Portfolio and the index
securities with respect to the following factors, among others: durations,
credit ratings and volatility risk. By attempting to be fully invested at
all times in Municipal Bonds, Bennington and/or the Money Manager will
attempt to generate income that is free from federal income taxes. For the
risks involved in investing in Municipal Bonds see "Investment
Policies--Municipal Securities." The Portfolio may utilize options on U.S.
Government securities and municipal bonds and futures contracts to reduce
certain risks of its investments and to enhance income, but not for
speculation. See "Investment Policies--Options" and "--Futures Contracts."

The INTERNATIONAL FIXED-INCOME PORTFOLIO seeks generation of current
income by investing primarily in fixed-income securities with maturities of
between one and five years issued by entities outside the United States.
Under normal circumstances, more than 50% of the Portfolio's net assets
will be invested in obligations issued by the governments of Australia,
Canada, France, Germany, Japan, the Netherlands, Denmark, the United
Kingdom, Belgium, Italy and Spain.

Under normal market conditions, the Portfolio seeks to achieve this
objective by investing at least 65% of its total assets in fixed-income
securities. The Portfolio intends to maintain investments in at least
three different countries outside the United States. The Portfolio will
treat securities issued by any one foreign government, its agencies and
instrumentalities as if they are securities having their principal business
activities in the same industry. The Portfolio will not purchase securities
issued by any one foreign government if as a result 25% or more of the
Portfolio's total assets would be invested in securities issued by that one
foreign government. Bennington and/or the Money Manager will attempt to
equal or exceed the total return performance of the J.P. Morgan 1-5
Non-U.S. Short-Term Index (the "JPM Index"). In approving the JPM Index,
the Board of Directors took into consideration factors such as the
substantial similarity between the securities expected to be held by the
Portfolio and those in the JPM Index and that the index would have a risk
level appropriate to the objectives of the Portfolio. Bennington and/or
the Money Manager, in order to protect against adverse movements in the
currency markets or to hedge against the rise of a currency, may buy or
sell the currencies in which the bonds that may be held by the Portfolio
are issued. For a discussion of the risks involved, see "Investment
Policies--Options," "--Futures Contracts," "--Forward Foreign Currency
Exchange Contracts," and "Special Risks of Hedging and Income Enhancement
Strategies."

Investment Policies

Duration. Duration is used by Bennington and/or the Money Manager of
the Bond Portfolios and the Municipal Portfolio in security selection.
Duration, which is one of the fundamental tools used by Money Managers in
security selection, is a measure of the price sensitivity of a security or
a portfolio to relative changes in interest rates. For instance, a
duration of "one" means that a portfolio's or security's price would be
expected to change by approximately one percent with a one percent change
in interest rates. Assumptions generally accepted by the industry
concerning the probability of early payment and other factors may be used
in the calculation of duration for debt securities that contain put or call
provisions, sometimes resulting in a duration different from the stated
maturity of the security.

With respect to certain mortgage-backed securities, duration is
likely to be substantially less than the stated maturity of the mortgages
in the underlying pools. The maturity of a security measures only the time
until final payment is due and, in the case of a mortgage-backed security,
does not take into account the factors included in duration. Under normal
market conditions (in the opinion of Bennington or the Money Manager of the
applicable Portfolio), the average dollar-weighted maturity of the
Intermediate Fixed-Income or Municipal Intermediate Fixed-Income Portfolios
will be between three and 10 years and the average dollar-weighted maturity
of the Short-Intermediate Fixed-Income Portfolio will be between two and
five years.

A Portfolio's duration directly impacts the degree to which asset
values fluctuate with changes in interest rates. For every one percent
change in interest rate, a Portfolio's net asset value is expected to
change inversely by approximately one percent for each year of duration.
For example, a one percent increase in interest rate would be expected to
cause a fixed-income portfolio with an average dollar weighted duration of
five years, to decrease in value by approximately five percent (one percent
interest rate increase multiplied by the five year duration). Since the
Portfolios' objective is to provide high current income, the Portfolios
will invest in obligations with an emphasis on income rather than stability
of the Portfolios' net asset value.

If, in the opinion of Bennington and/or the Money Manager, market or
economic conditions warrant, these Portfolios may adopt a temporary
defensive strategy. During these times, the average dollar weighted
duration of the Intermediate Fixed-Income or Municipal Portfolio may fall
below three years, or rise to as high as fifteen years and the
Short-Intermediate Fixed-Income Portfolio may fall below one year, or rise
to as high as fifteen years. In such event, the Portfolios will be subject
to greater or less risk depending on whether average dollar weighted
duration is increased or decreased. At any time that these Portfolios'
average dollar weighted duration is increased, the Portfolios are subject
to greater risk, since at higher durations a Portfolio's asset value is
more significantly impacted by changes in prevailing interest rates than at
lower durations. Likewise, when the Portfolio's average dollar weighted
duration is decreased, the Portfolio is subject to less risk, since at
lower durations a Portfolio's asset value is less significantly impacted by
changes in prevailing interest rates than at higher durations. When
Bennington and/or the Money Manager determines that a temporary defensive
strategy is no longer needed, investments will be reallocated to return the
Portfolios to their designated average dollar weighted duration. Such
reallocations are not expected to be sudden, but will be made gradually
over time.

Liquidity Reserves. Each Portfolio (other than the U.S. Government
Money Portfolio) is authorized to invest its cash reserves (funds awaiting
investment in the specific types of securities to be acquired by a
Portfolio or cash to provide for payment of the Portfolio's expenses or to
permit the Portfolio to meet redemption requests) in money market
instruments and in debt securities which are at least comparable in quality
to the Portfolio's permitted investments. Under normal circumstances, no
more than 20% of a Portfolio's net assets will be comprised of these
instruments. The Portfolios (other than the U.S. Government Money
Portfolio) also may enter into financial futures contracts in accordance
with their investment objectives to minimize the impact of cash balances.
See "General Management of the Portfolios."

Money Market Instruments. Each Portfolio (other than the U.S.
Government Money Portfolio) may invest up to 20% of its net assets in:

In selecting commercial paper and other corporate obligations for
investment by a Portfolio, the Money Manager also considers information
concerning the financial history and condition of the issuer and its
revenue and expense prospects. Bennington monitors, and the Board of
Directors reviews on a quarterly basis, the credit quality of securities
purchased for the Portfolio. If commercial paper or another corporate
obligation held by a Portfolio is assigned a lower rating or ceases to be
rated, the Money Manager under the supervision of Bennington and the Board
of Directors will promptly reassess whether that security presents minimal
credit risks and whether the Portfolio should continue to hold the security
in its Portfolio. If a Portfolio security no longer presents minimal
credit risks or is in default, the Portfolio will dispose of the security
as soon as reasonably practicable unless Bennington and the Board of
Directors determine that to do so is not in the best interests of the
Portfolio and its shareholders. Variable amount demand master notes with
demand periods of greater than seven days will be deemed to be liquid only
if they are determined to be so in compliance with procedures approved by
the Board of Directors.

U.S. Government Securities. Each Portfolio (including, in
particular, the U.S. Government Money Portfolio) may invest in United
States Treasury securities, including bills, notes, bonds and other debt
securities issued by the United States Treasury. These instruments are
direct obligations of the U.S. Government and, as such, are backed by the
"full faith and credit" of the United States. They differ primarily in
their interest rates, the lengths of their maturities and their issue
dates.

Obligations issued or guaranteed as to principal and interest by the
U.S. Government may be acquired by a Portfolio in the form of custodial
receipts that evidence ownership of future interest payments, principal
payments or both on certain United States Treasury notes or bonds. These
custodial receipts are commonly referred to as U.S. Treasury STRIPS.

The U.S. Government Money Portfolio utilizes the amortized cost
method of valuation in accordance with regulations issued by the SEC. See
"Valuation of Portfolio Shares--Valuation of Portfolio Securities."
Accordingly, the U.S. Government Money Portfolio will limit its Portfolio
investments to those instruments with a maturity of 397 days or less, and
which are issued by the U.S. Government, its agencies and
instrumentalities.

A Portfolio will enter into repurchase transactions only with parties
who meet creditworthiness standards approved by the Board of Directors.
Bennington or the Money Managers monitor the creditworthiness of such
parties under the general supervision of the Board of Directors.

Reverse Repurchase Agreements and Dollar Rolls. Each Portfolio's
entry into reverse repurchase agreements and dollar rolls (except the U.S.
Government Money Portfolio), together with its other borrowings, is limited
to 5% of its total assets. See "Investment Policies - Reverse Repurchase
Agreements and Dollar Rolls" in the Statement of Additional Information.

Rights and Warrants. Each Portfolio (except the U.S. Government
Money Portfolio) may acquire up to 5% of its total assets in rights and
warrants in securities of issuers that meet the Portfolio's investment
objective and policies. See "Investment Restrictions" and "Rights and
Warrants" in the Statement of Additional Information.

Mortgage-Related Securities. The Bond Portfolios, International
Portfolio and the Municipal Portfolio may invest in mortgage-related
securities. Mortgage loans made by banks, savings and loan institutions
and other lenders are often assembled into pools, the interests in which
are issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Interests in such pools are called "mortgage-related
securities" or "mortgage-backed securities."

Most mortgage-related securities are pass-through securities, which
means that they provide investors with payments consisting of both
principal and interest as mortgages in the underlying mortgage pool are
paid off by the borrower. The dominant issuers or guarantors of
mortgage-related securities today are GNMA, FNMA and FHLMC. GNMA creates
mortgage-related securities from pools of Government-guaranteed or insured
(Federal Housing Authority or Veterans Administration) mortgages originated
by mortgage bankers, commercial banks and savings and loan associations.
FNMA and FHLMC issue mortgage-related securities from pools of conventional
and federally insured or guaranteed residential mortgages obtained from
various entities, including savings and loan associations, savings banks,
commercial banks, credit unions and mortgage bankers.

The mortgage-related securities either issued or guaranteed by GNMA,
FHLMC or FNMA ("Certificates") are called pass-through Certificates because
a pro rata share of both regular interest and principal payments (less
GNMA's, FHLMC's or FNMA's fees and any applicable loan servicing fees), as
well as unscheduled early prepayments on the underlying mortgage pool, are
passed through monthly to the holder of the Certificate (i.e., the
Portfolio). The principal and interest on GNMA securities are guaranteed
by GNMA and backed by the full faith and credit of the U.S. Government.
FNMA guarantees full and timely payment of all interest and principal,
while FHLMC guarantees timely payment of interest and ultimate collection
of principal. Mortgage-related securities from FNMA and FHLMC are not
backed by the full faith and credit of the United States; however, in the
Fund's opinion, their close relationship with the U.S. Government makes
them high quality securities with minimal credit risks. The yields
provided by these mortgage-related securities have historically exceeded
the yields on other types of U.S. Government securities with comparable
maturities; however, these securities generally have the potential for
greater fluctuations in yields as their prices will not generally fluctuate
as much as more traditional fixed-rate debt securities.

The Bond Portfolios, the International Portfolio and the Municipal
Portfolio may invest in pass-through mortgage-related securities, such as
fixed-rate mortgage-related securities ("FRMs") and adjustable rate
mortgage-related securities ("ARMs"), which are collateralized by fixed
rate mortgages and adjustable rate mortgages, respectively. ARMs have a
specified maturity date and amortize principal much in the fashion of a
fixed-rate mortgage. As a result, in periods of declining interest rates
there is a reasonable likelihood that ARMs will behave like FRMs in that
current levels of prepayments of principal on the underlying mortgages
could accelerate. One difference between ARMs and FRMs is that, for
certain types of ARMs, the rate of amortization of principal, as well as
interest payments, can and does change in accordance with movements in a
particular, pre-specified, published interest rate index. The amount of
interest due to an ARM security holder is calculated by adding a specified
additional amount, the "margin," to the index, subject to limitations or
"caps" on the maximum and minimum interest that is charged to the mortgagor
during the life of the mortgage or to maximum and minimum changes to that
interest rate during a given period.

In addition to GNMA, FNMA or FHLMC Certificates, through which the
holder receives a share of all interest and principal payments from the
mortgages underlying the Certificate, the Bond Portfolios, the
International Portfolio and the Municipal Portfolio also may invest in
pass-through mortgage-related securities where all interest payments go to
one class of holders ("Interest Only Securities" or "IOs") and all
principal payments go to a second class of holders ("Principal Only
Securities" or "POs"). These securities are commonly referred to as
mortgage-backed security strips or MBS strips. Stripped mortgage-related
securities have greater market volatility than other types of
mortgage-related securities in which the Bond Portfolios, the International
Portfolio and the Municipal Portfolio may invest. The yields to maturity
on IOs and POs are sensitive to the rate of principal payments (including
prepayments) on the related underlying mortgage assets and principal
payments may have a material effect on yield to maturity. If the
underlying mortgage assets experience greater than anticipated prepayments
of principal, a 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
adversely affected. The Bond Portfolios, the International Portfolio and
the Municipal Portfolio will treat IOs and POs as illiquid securities
except for (i) IOs and POs issued by U.S. Government agencies and
instrumentalities backed by fixed-rate mortgages, whose liquidity is
monitored by Bennington and the Money Managers for these Portfolios subject
to the supervision of the Board of Directors or (ii) where such securities
can be disposed of promptly in the ordinary course of business at a value
reasonably close to that used in the calculation of net asset value per
share. See "Investment Policies--Illiquid Securities."

Asset-Backed Securities. Each Portfolio (other than the U.S.
Government Money Portfolio) may invest in asset-backed securities offered
through trusts and special purpose subsidiaries in which various types of
assets, primarily home equity loans and automobile and credit card
receivables, are securitized in pass-through structures, which means that
they provide investors with payments consisting of both principal and
interest as the loans in the underlying asset pool are paid off by the
borrowers. The Bond Portfolios may invest in these and other types of
asset-backed securities which may be developed in the future.

Risks of Investing in Asset-Backed and Mortgage-Related Securities.
The yield characteristics of mortgage-related securities (including CMOs
and REMICs) and asset-backed securities differ from traditional debt
securities. Among the major differences are that interest and principal
payments are made more frequently, usually monthly, and that principal may
be prepaid at any time because the underlying mortgage loans or other
assets generally may be prepaid at any time. As a result, if a Portfolio
purchases such a security at a premium, a prepayment rate that is faster
than expected will reduce yield to maturity, while a prepayment rate that
is slower than expected will have the opposite effect of increasing yield
to maturity. Alternatively, if the Portfolio purchases these securities at
a discount, faster than expected prepayments will increase, while slower
than expected prepayments will reduce, yield to maturity.

Although the extent of prepayments in a pool of mortgage loans
depends on various economic and other factors, as a general rule
prepayments on fixed-rate mortgage loans will increase during a period of
falling interest rates and decrease during a period of rising interest
rates. Accordingly, amounts available for reinvestment by the Portfolio
are likely to be greater during a period of declining interest rates and,
as a result, likely to be reinvested at lower interest rates than during a
period of rising interest rates. Asset-backed securities, although less
likely to experience the same prepayment rates as mortgage-related
securities, may respond to certain of the same factors influencing
prepayments, while at other times different factors will predominate.
Mortgage-related securities and asset-backed securities may decrease in
value as a result of increases in interest rates and may benefit less than
other fixed-income securities from declining interest rates because of the
risk of prepayment.

Asset-backed securities involve certain risks that are not posed by
mortgage-related securities, because asset-backed securities do not usually
have the type of security interest in the related collateral that
mortgage-related securities have. For example, credit card receivables
generally are unsecured and the debtors are entitled to the protection of a
number of state and federal consumer credit laws, some of which may reduce
a creditor's ability to realize full payment. In the case of automobile
receivables, due to various legal and economic factors, proceeds from
repossessed collateral may not always be sufficient to support payments on
these securities.

Municipal Securities. The Portfolios may invest in fixed-income
securities issued by states, counties and other local governmental
jurisdictions, including agencies of such governmental jurisdictions,
within the United States. Investments in municipal securities entail
certain risks, including adverse income and principal value fluctuation
associated with general economic conditions affecting the municipal
securities markets, the issuers and guarantors of municipal securities and
the facilities financed by municipal securities as well as adverse interest
rate changes and volatility of yields on municipal securities. The yields
of municipal securities depend on, among other things, conditions in the
municipal bond market and fixed income markets generally, the size of a
particular offering, the maturity of the obligation, and the rating of the
issue. A general decline in interest rates will increase their market
value while a rise in interest rates tend to have the opposite effect.

A reduction in the federal income tax rates would reduce the tax
equivalent yield received by shareholders and would tend to reduce the
value of municipal securities. In addition, changes in federal law could
adversely affect the tax-exempt status of income derived from municipal
securities which could significantly affect the ability to acquire and
dispose of municipal securities at desirable yield and price levels. The
value of municipal securities will change in response to fluctuations in
interest rates. See "Investment Policies--Municipal Securities" in the
Statement of Additional Information.

Forward Foreign Currency Exchange Contracts. The International
Portfolio may enter into forward foreign currency exchange contracts for
hedging purposes. A forward contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price
set at the time of the contract. These contracts are traded in the
interbank market directly between currency traders (typically large
commercial banks) and their customers. A forward contract generally has no
deposit requirements and no commissions are charged for such trades.

Options. Each Portfolio (other than the U.S. Government Money
Portfolio) may purchase put and call options and may write (sell) "covered"
put and "covered" call options. The Municipal, International and Bond
Portfolios may purchase and write options on U.S. Government securities.
The Municipal, International and Bond Portfolios may write covered put and
call options to generate additional income through the receipt of premiums,
may purchase put options in an effort to protect the value of securities in
their portfolios against a decline in market value and purchase call
options in an effort to protect against an increase in the price of
securities they intend to purchase. All options on U.S. Government
securities purchased or sold by the Municipal, International and Bond
Portfolios will be traded on U.S. securities exchanges or will result from
separate, privately negotiated transactions with a primary government
securities dealer recognized by the Board of Governors of the Federal
Reserve System.

The International Portfolio may purchase and write options on
currencies. Currency options may be either listed on an exchange or traded
OTC. OTC options are privately negotiated with the counterparty to such
contract and are purchased from and sold to dealers, financial institutions
or other counterparties which have entered into direct agreements with the
Portfolios. If the counterparty fails to take delivery of the securities
underlying an option it has written, the Portfolios would lose the premium
paid for the option as well as any anticipated benefit of the transaction.
Consequently, the Portfolios must rely on the credit quality of the
counterparty. The staff of the SEC has taken the position that purchased
OTC options and the assets used as cover for written OTC options are
illiquid securities subject to the 15% limitation described above in
"Illiquid Securities." Options on currencies are similar to options on
stocks except that there is no transfer of a security and settlement is in
cash. The International Portfolio may write covered put and call options
on currencies to generate additional income through the receipt of
premiums, purchase put options in an effort to protect the value of a
currency that it owns against a decline in value and purchase call options
in an effort to protect against an increase in the price of currencies it
intends to purchase. The currency options are traded on national currency
exchanges, the OTC market and by large international banks. The
International Portfolio may trade options on international bonds or
international bond indices. These options may be traded on national
securities exchanges or in the OTC market. Options on bond indices are
similar to options on bonds except that there is no transfer of a security
and settlement is in cash. The International Portfolio may write covered
put and call options to generate additional income through receipt of
premiums, purchase put options in an effort to protect the value of a
security that it owns against a decline in market value and purchase call
options in an effort to protect against an increase in the price of
securities it intends to purchase.

A call option is a contract whereby a purchaser pays a premium in
exchange for the right to buy the security on which the option is written
at a specified price during the term of the option. A written call option
is "covered" if the Portfolio owns the optioned securities or the Portfolio
maintains in a segregated account with the Fund's custodian, cash, U.S.
Government securities or other liquid high-grade debt obligations with a
value sufficient to meet its obligations under the call option, or if the
Portfolio owns an offsetting call option. When a Portfolio writes a call
option, it receives a premium and gives the purchaser the right to buy the
underlying security at any time during the call period, at a fixed exercise
price regardless of market price changes during the call period. If the
call is exercised, the Portfolio forgoes any gain from an increase in the
market price of the underlying security over the exercise price.

The Portfolios will not write covered put or covered call options on
securities if the obligations underlying the put options and the securities
underlying the call options written by the Portfolio exceed 25% of its net
assets other than OTC options and the assets used as cover for written OTC
options. The SEC has taken the position that purchased OTC options and the
assets used as cover for written OTC options are illiquid securities
subject to the 15% limitation described above in "Illiquid Securities." The
U.S. Government Money Portfolio will not invest more than 10% of its net
assets in illiquid securities. Furthermore, a Portfolio will not purchase
or write put or call options on securities or financial futures if the
aggregate premiums paid on all such options exceed 20% of the Portfolio's
total net assets, subject to the foregoing limitations.

Futures Contracts. Each Portfolio (other than the U.S. Government
Money Portfolio) is permitted to enter into financial futures contracts and
related options ("futures contracts") in accordance with its investment
objectives. The International Portfolio also may purchase and write
futures contracts on foreign currencies. Futures contracts will be limited
to hedging transactions to minimize the impact of cash balances and for
return enhancement and risk management purposes in accordance with
regulations of the Commodity Futures Trading Commission.

The Portfolios may purchase and write options on futures contracts as
an alternative or in addition to buying or selling futures contracts for
hedging purposes. Options on futures contracts are similar to options on
the security upon which the futures contracts are written except that
options on financial futures contracts give the purchaser the right to
assume a position at a specified price in a financial futures contract at
any time during the life of the option.

Investment Restrictions

GENERAL MANAGEMENT OF THE PORTFOLIOS

Bennington, 1420 Fifth Avenue, Seattle, Washington 98101, serves as
the manager to the Fund. Bennington was organized as a Washington general
partnership on April 25, 1991 for the purpose of acting as the Fund's
manager. Bennington was restructured into a Washington limited partnership
on August 17, 1993. Bennington's general partners are Northwest Advisors,
Inc., Bennington Management Associates, Inc. and Bennington Capital
Management Investment Corp., all of which are Washington corporations. The
sole limited partner is Zions Investment Management, Inc., a wholly-owned
subsidiary of Zions First National Bank, N.A. Bennington Management
Associates, Inc., which is controlled by J. Anthony Whatley, III, is the
managing general partner of Bennington. Mr. Whatley has had approximately
20 years of experience in the securities industry, principally in the areas
of sales and marketing of mutual fund products and with direct investment
of portfolio assets for an investment company since the commencement of
investment operations of the Fund in April 1992. Bennington and its
partners were organized in 1991 for the purpose of providing investment
advisory services to the Fund. Ravindra A. Deo, Vice President and Chief
Investment Officer of Bennington, is primarily responsible for the
day-to-day management of the Portfolios through interaction with all
Portfolio Money Managers, and Mr. Deo is responsible for managing the
liquidity reserves of each Portfolio. Mr. Deo has served Bennington in
such capacity since January 1992. Prior thereto, he was Senior Vice
President at Leland O'Brien Rubenstein Associates Incorporated, an
investment manager, where he was employed from 1986 to 1991.

The Fund bears no cost associated with the use of Alloset"TM". Using
Alloset"TM", assets may be allocated among the Fund's portfolios in a manner
intended to achieve the investment objectives and desired investment
returns of such entities' clients based upon the individual client's
situation and tolerance for risk and desire for return on investment.
There can be no assurance that the allocation recommended by the entities
that use Alloset"TM" will meet any of the clients' investment objectives. The
Money Managers engaged by the Fund do not use Alloset"TM" in investing any
Portfolios' assets under management.

Management Fee
(as a percentage of
Portfolio average daily net assets)
_________ _________________________

Intermediate Fixed-Income 0.36%
Short-Intermediate Fixed-Income 0.36%
Mortgage Securities 0.36%
U.S. Government Money 0.25%
Municipal Intermediate Fixed-Income 0.36%
International Fixed-Income 0.55%

Bennington also performs certain sub-transfer agent and compliance
services for the Portfolios, pursuant to its Sub-Administration Agreement
with the Fund effective September 7, 1994. For such services, Bennington
is paid at an annual rate of $30,000 or 0.08% of the average daily net
assets of the Portfolios, whichever is higher, for the first year and,
subject to approval by the Board of Directors, $50,000 or 0.08% of the
average daily net assets of the Portfolios, whichever is higher, for the
second year. During 1994, Bennington waived its sub-administration fees
for the U.S. Government Money Portfolio and the International Portfolio.
Pursuant to a fee waiver letter dated February 9, 1995, Bennington has
waived its sub-administration fees for 1995 for the same Portfolios,
provided that Bennington may discontinue the waiver at its sole discretion
at any time upon 30 days' written notice to the Fund.

Bennington may, out of its own resources, provide marketing and
promotional support on behalf of the Portfolios.

Bennington subsidizes the International and Municipal Portfolios to
the extent their operating expenses other than Bennington's and the Money
Managers' fees ("Other Expenses") exceeded certain amounts. Bennington can
discontinue the expense subsidy for the International and Municipal
Portfolios at its sole discretion at any time upon 30 days' written notice
to the Fund. These subsidies have caused the yield and total return of the
Portfolios to be higher than would otherwise be the case. See "Expenses of
the Portfolios."

The combined management fees and Money Manager fees to be paid to
Bennington and the Money Manager by the International Portfolio are higher
than those paid by most investment companies. Each of Bennington, the Money
Manager and the Board of Directors believe, however, that these fees are
appropriate for the International Portfolio.

THE MONEY MANAGERS

Money Managers are selected based on such factors as their
experience, the continuity of their portfolio management team, their
security selection process, the consistency and rigor with which they apply
that process and their demonstrated ability to add value to investment
decisions. Short-term investment performance is not a controlling factor
in selecting or terminating Money Managers. Bennington, in conjunction with
the Board of Directors, reviews Money Managers' performance. Bennington may
terminate a Money Manager at any time, subject to approval by the Board of
Directors and prompt notification of the applicable portfolio's
shareholders.

Bennington is responsible for the selection of individual portfolio
securities for all of the assets of the U.S. Government Money Portfolio. A
separate Money Manager currently manages the assets of each other
Portfolio. See "Money Manager Profiles." During the period from April 9,
1992 to September 6, 1994, State Street acted as Money Manager to the U.S.
Government Money Portfolio pursuant to a Money Manager Agreement among the
Fund, Bennington and State Street. Effective September 7, 1994, Bennington
terminated the Money Manager Agreement with State Street, and began
investing all the assets of that Portfolio. See the Statement of
Additional Information for additional information about State Street.

Money Manager Fees. The fees paid to the Money Manager of a
Portfolio are based on the assets of the Portfolio and on the number of
complete calendar quarters of management by the Money Manager. For the
first five complete calendar quarters managed by a Money Manager of an
operating Portfolio, such Portfolio will pay its Money Manager on a monthly
basis at the following annual fee set forth below in "Money Manager Fee
Schedule For a Manager's First Five Calendar Quarters of Management" based
on the average daily net assets of the Portfolio. During the first five
calendar quarters, the Money Manager fee has two components, the basic fee
(the "Basic Fee") and the portfolio management fee (the "Portfolio
Management Fee"). At the present time the Money Manager for the
International Portfolio has not yet started management of the International
Portfolio. In addition, if at any time a Money Manager should be replaced,
the new Money Manager for the applicable Portfolio will receive the fee set
forth immediately below during the first five calendar quarters of such new
Money Manager's management of the relevant Portfolio.

MONEY MANAGER FEE SCHEDULE FOR A MANAGER'S
FIRST FIVE CALENDAR QUARTERS OF MANAGEMENT

Portfolio
Management
Portfolio Basic Fee Fee Total
_________ _________ __________ _____

International Fixed-Income 0.13% 0.12% 0.25%

Commencing with the sixth calendar quarter of management by a Money
Manager of an operating Portfolio, such Portfolio will pay its Money
Manager based on the "Money Manager Fee Schedule For a Manager From the
Sixth Calendar Quarter of Management Forward." The Money Manager Fee
commencing with the sixth quarter consists of two components, the Basic Fee
and the performance fee (the "Performance Fee"), which varies with a
Portfolio's performance. Currently, the Money Managers for all Portfolios,
except the International Portfolio, have completed the first five calendar
quarters of management of their respective Accounts.
<PAGE>
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<CAPTION>
MONEY MANAGER FEE SCHEDULE FOR A MANAGER
FROM THE SIXTH CALENDAR QUARTER OF MANAGEMENT FORWARD

Average annualized Annualized
performance differential Performance
Basic Fee vs. the applicable index Fee
_________ ________________________ ___________
<S> <C> <C> <C>

Municipal Portfolio
and Bond Portfolios 0.07% >or=2.00% 0.18%
>or=0.50% and <2.00% 0.16%
>or=0.25% and <0.50% 0.12%
>or=-0.25% and <0.25% 0.08%
>or=-0.50% and <-0.25% 0.04%
<-0.50% 0%
International
Portfolio 0.13% >or= 2.00% 0.30%
>or= 1.00% and <2.00% 0.24%
>or= 0.50% and <1.00% 0.18%
>or=-0.50% and <0.50% 0.12%
>or=-1.00% and <-0.50% 0.06%
<-1.00% 0%
</TABLE>

The Performance Fee component will be adjusted each quarter and paid
monthly based on the annualized investment performance of each Money
Manager relative to the annualized investment performance of the "Benchmark
Indices" set forth below. A change in an index may be effected with the
approval of only the Board of Directors and does not require the approval
of shareholders. As long as the Municipal or Bond Portfolios' performance
either exceeds the index, or trails the index by no more than .50%, a
Performance Fee will be paid to the Money Manager. As long as the
International Portfolio's performance either exceeds the index, or trails
the index by no more than 1%, a Performance Fee will be paid to the Money
Manager. A Money Manager's performance is measured on the portion of the
assets of its respective Portfolio managed by it (the "Account"), which
excludes assets held by Bennington for circumstances such as redemptions or
other administrative purposes.
<PAGE>
BENCHMARK INDICES

Portfolio Index
__________ _____

Intermediate Fixed-Income Lehman Brothers Government/Corporate Index
Short-Intermediate Lehman Brothers Government/Corporate 1-5
Fixed-Income Year Index
Mortgage Securities Lehman Brothers Mortgage-Backed Securities
Index
Municipal Intermediate Lehman Brothers 3-15 Year Municipal
Fixed-Income Index

International Fixed-Income J. P. Morgan 1-5 Non U.S. Short-Term Index

A description of each index is contained in Appendix A.

From the sixth to the 14th calendar quarter of investment operations,
each Money Manager's performance differential versus the applicable index
is recalculated at the end of each calendar quarter based on the Money
Manager's performance during all calendar quarters since commencement of
investment operations except that of the immediately preceding quarter.
Commencing with the 14th calendar quarter of investment operations, the
Money Manager's average annual performance differential will be
recalculated based on the Money Manager's performance during the preceding
12 calendar quarters (other than the immediately preceding quarter) on a
rolling basis. A Money Manager's performance will be calculated by
Bennington in the same manner in which the total return performance of the
Portfolio's index is calculated, which is not the same method used for
calculating the Portfolios' performance for advertising purposes as
described under "Calculation of Portfolio Performance." See Appendix B to
the Statement of Additional Information for a discussion of how performance
fees are calculated.

The "performance differential" is the percentage amount by which the
Account's performance is greater or less than that of the relevant index.
For example, if an index has an average annual performance of 10%, a Bond
Portfolio Account's average annual performance would have to be equal to or
greater than 12% for the Money Manager to receive an annual Performance Fee
of 0.18% (i.e., the difference in performance between the Account and the
index must be equal to or greater than 2% for the Money Manager to receive
the maximum performance fee.) Because the maximum Performance Fee for the
Portfolios applies whenever a Money Manager's performance exceeds the index
by 2.00%, the Money Managers for the Portfolios could receive a maximum
Performance Fee even if the performance of the account is negative. In
April 1972, the SEC issued Release No. 7113 under the Investment Company
Act (the "Release") to call the attention of directors and investment
advisers to certain factors which must be considered in connection with
investment company incentive fee arrangements. One of these factors is to
"avoid basing significant fee adjustments upon random or insignificant
differences" between the investment performance of a fund and that of the
particular index with which it is being compared. The Release provides
that "preliminary studies (of the SEC staff) indicate that as a 'rule of
thumb' the performance difference should be at least plus or minus
10 percentage points" annually before the maximum performance adjustment may
be made. However, the Release also states that "because of the preliminary
nature of these studies, the Commission is not recommending, at this time,
that any particular performance difference exist before the maximum fee
adjustment may be made". The Release concludes that the directors of a fund
"should satisfy themselves that the maximum performance adjustment will be
made only for performance differences that can reasonably be considered
significant." The Board of Directors has fully considered the Release and
believes that the performance adjustments are entirely appropriate although
not within the plus or minus 10 percentage points per year range suggested
by the Release. A more detailed description of the operation of each
Performance Fee is contained in Appendix B to the Statement of Additional
Information.

The combined fees payable to Bennington and the Money Manager for the
International Portfolio may at times be higher than those paid by other
mutual funds. The Board of Directors believes that the fees payable by the
International Portfolio are appropriate, in light of its investment
objective and policies and the nature of the securities in which it
invests.

The following table lists the fees earned by the Money Managers of
the Portfolios for the current period.
<PAGE>
<TABLE>
<CAPTION>
MONEY MANAGER FEES EARNED FOR CURRENT PERIOD

Number of Portfolio
quarters Management Performance
managed Basic Fee Fee Fee
by Money (All (1st 5 6th quarter Total
Portfolio Manager Period Quarters) Quarters) Forward) Fee
_________ ________ ______ _________ _________ __________ _____
<S> <C> <C> <C> <C> <C> <C>

Intermediate 11 1st Quarter 1995 0.07% N/A 0.08% 0.15%
Fixed-Income 12 2nd Quarter 1995 0.07% N/A 0.08% 0.15%
Short-
Intermediate 11 1st Quarter 1995 0.07% N/A 0.08% 0.15%
Fixed-Income 12 2nd Quarter 1995 0.07% N/A 0.08% 0.15%
Mortgage 11 1st Quarter 1995 0.07% N/A 0.16% 0.23%
Securities 12 2nd Quarter 1995 0.07% N/A 0.16% 0.23%
Municipal 4 1st Quarter 1995 0.07% 0.08% N/A 0.15%
5 2nd Quarter 1995 0.07% 0.08% N/A 0.15%
International 0 N/A N/A N/A N/A N/A
</TABLE>
<PAGE>
Distribution Plan. The Fund has adopted a Distribution Plan (the
"Distribution Plan") under Rule 12b-1 ("Rule 12b-1") under the Investment
Company Act. No payments are made by the Portfolios under the Distribution
Plan. Rule 12b-1 provides in substance that an investment company may not
engage directly or indirectly in financing any activity which is primarily
intended to result in the sale of its shares except pursuant to a plan
adopted under that rule. The Distribution Plan is a defensive plan that is
(i) designed to protect against any claim against or involving a Portfolio
that some of the expenses a Portfolio pays or may pay come within the
purview of Rule 12b-1 and (ii) authorizes Bennington to make certain
payments to Qualified Recipients (as defined in the Distribution Plan),
which payments shall not be the subject of reimbursement by the Fund to
Bennington, that have rendered assistance in shareholder servicing or in
the distribution and/or retention of a Portfolio's shares. These payments
may not exceed, for any fiscal year of the Fund, the following amounts:

Maximum Permitted Payments
as a percentage of
Portfolio average daily net assets
_________ __________________________

Intermediate Fixed-Income 0.36%
Short-Intermediate Fixed-Income 0.36%
Mortgage Securities 0.36%
U.S. Government Money 0.25%
Municipal Intermediate Fixed-Income 0.36%
International Fixed-Income 0.55%

The Distribution Plan provides that the Board of Directors may remove
any person from the list of Qualified Recipients.

See "Investment Advisory and Other Services--Service Providers--Plan
of Distribution" in the Statement of Additional Information.

EXPENSES OF THE PORTFOLIOS

The Portfolios will pay all of their expenses except for those
expressly assumed by Bennington. Fees and other expenses payable by the
Portfolios include: (i) management fees of Bennington, (ii) Money Manager
fees); (iii) the fees and expenses of unaffiliated Directors; (iv) the fees
of the Fund's custodians, sub-administrators and transfer agent, registrar
and dividend disbursing agent; (v) the fees of the Fund's legal counsel and
independent accountants; (vi) brokerage commissions incurred in connection
with portfolio transactions; (vii) all taxes and charges of governmental
agencies, including those for registration at the federal and state level;
(viii) the reimbursement of organizational expenses advanced by Bennington;
and (ix) expenses related to shareholder communications, including costs
incurred in the preparation and mailing of prospectuses, proxy statements
and reports to shareholders. The Board of Directors has determined that it
is appropriate to allocate certain expenses attributable to more than one
Portfolio among the Portfolios affected based on their relative net assets.
See "General Management of the Portfolios."

Bennington subsidizes operating expenses other than Bennington's and
the Money Managers' fees ("Other Expenses") in excess of 0.54% of the
average daily net assets for the Municipal Portfolio and 0.85% of the
average daily net assets of the International Portfolio. Bennington may
discontinue the expense subsidy on behalf of the Municipal and
International Portfolios at its sole discretion at any time upon 30 days'
written notice to the Fund.

Bennington has also agreed to reimburse the Fund for the amount, if
any, by which the total operating and management expenses (including
Bennington's fee, but excluding interest, taxes, brokerage fees and
commissions and extraordinary expenses) for any fiscal year exceed the
level of expenses which the Portfolios are permitted to bear under the most
restrictive expense limitation (which has not been waived) imposed on
mutual funds by any state in which shares of the Portfolios are qualified
for sale (or Bennington will make other arrangements to limit the
Portfolios' expense to the extent required by applicable state law expense
limitations).

PORTFOLIO TRANSACTION POLICIES

Decisions to buy and sell securities are made by the Money Managers
for the assets assigned to them, and by Bennington for assets not assigned
to a Money Manager. Currently, Bennington invests all of the assets of the
U.S. Government Money Portfolio, invests each Portfolio's liquidity
reserves, and all or any portion of the Portfolios' other assets not
assigned to a Money Manager. Each Portfolio, other than the U.S.
Government Money Portfolio, currently has one Money Manager investing all
or part of its assets.

Each Money Manager makes decisions to buy or sell securities
independently from other Money Managers. Thus, if there is more than one
Money Manager for a Portfolio, one Money Manager could be selling a
security when another Money Manager for the same Portfolio is purchasing
the same security. In addition, when a Money Manager's services are
terminated and another retained, the new Money Manager may significantly
restructure the Portfolio. These practices may increase the Portfolios'
portfolio turnover rates, realization of gains or losses, and brokerage
commissions. The portfolio turnover rates for the Portfolios may vary
greatly from year to year as well as within a year and may be affected by
sales of investments necessary to meet cash requirements for redemptions of
shares. Historical portfolio turnover rates for each Portfolio is listed
under "Financial Highlights." These rates should not be considered as
limiting factors. A high rate of turnover involves correspondingly greater
expenses, increased brokerage commissions and other transaction costs,
which must be borne by the Portfolios and their shareholders. See
"Investment Advisory and Other Services--Portfolio Transaction Policies" in
the Statement of Additional Information. In addition, high portfolio
turnover may result in increased short-term capital gains which, when
distributed to shareholders, are treated as ordinary income. See "Taxes."

DIVIDENDS AND DISTRIBUTIONS

Income Dividends. The Board of Directors presently intends to
declare dividends from net investment income for payment on the following
schedule:

Portfolio Declared Payable
_________ ________ _______

U.S. Government Money Daily 1st business day of
following month

Intermediate Fixed-Income Monthly, on 1st business day of
Short-Intermediate last business following month
Fixed-Income day of month
Mortgage Securities
Municipal Intermediate
Fixed-Income

International Fixed-Income Quarterly, on 1st business day
last business following end of
day of quarter calendar quarter

The U.S. Government Money Portfolio determines net investment income
immediately prior to the daily determination of the Portfolio's net asset
value (currently close of New York Stock Exchange, normally 4:00 p.m.
Eastern time). Net investment income will be credited daily to the
accounts of shareholders of record prior to the net asset value calculation
and paid monthly. Each other Portfolio determines net investment income
immediately prior to the determination of the Portfolio's net asset value
on the dividend declaration day. The income will be credited to the
shareholders of record prior to the net asset value calculation and paid on
the next business day.

TAXES

Dividends out of net investment income, together with distributions
of net short-term capital gains, will be taxable as ordinary income to the
shareholders, whether or not reinvested, and paid in cash or in additional
shares. However, depending upon the state tax rules pertaining to a
shareholder, a portion of the dividends paid by the Intermediate
Fixed-Income Portfolio, the Short-Intermediate Fixed-Income Portfolio, the
U.S. Government Money Portfolio, the Mortgage Securities Portfolio, the
International Portfolio and the Municipal Portfolio attributable to direct
obligations of the United States Treasury, U.S. governmental agencies or
instrumentalities, states, counties and other local jurisdictions may be
exempt from state and local taxes. Capital gain distributions declared by
the Board of Directors and distributed to the shareholders are taxed as
long-term capital gains regardless of the length of time a shareholder has
held such shares. Dividends and distributions may otherwise also be
subject to state or local taxes. Shareholders should be aware that any
loss realized upon the sale, exchange or redemption of shares held for six
months or less will be treated as a long-term capital loss to the extent
any capital gain dividends have been paid with respect to such shares.

The Municipal Portfolio intends to qualify to pay exempt-interest
dividends to its shareholders by having, at the close of each quarter of
its taxable year, at least 50% of the value of its total assets consist of
tax-exempt securities. An exempt-interest dividend is that part of
dividend distributions made by the Municipal Portfolio that consists of
interest received by the Portfolio on tax-exempt securities. Shareholders
will not incur any regular federal income tax on the amount of
exempt-interest dividends received by them from the Municipal Portfolio.
In view of the Municipal Portfolio investment policies, it is expected that
substantially all dividends will be exempt from federal income tax (but may
be subject to state income tax), although the Municipal Portfolio may from
time to time realize and distribute net short-term capital gains or other
minor amounts of taxable income. Gains from the redemption of shares will
not be treated as exempt income except to the extent of tax exempt
dividends that have been declared but not yet paid.

However, all or a portion of this capital gain will be
recharacterized as ordinary income if the shareholder enters into a
"conversion transaction." A conversion transaction is a transaction,
generally consisting of two or more positions taken with regard to the same
or similar property, where substantially all of the taxpayer's return is
attributable to the time value of the taxpayer's net investment in the
transaction and certain other criteria are satisfied. A conversion
transaction also includes a transaction which is marketed or sold as
producing a capital gain if substantially all of a taxpayer's expected
return from the transaction is "attributable to the time value of the
taxpayer's net investment in such transaction." The Secretary of the
Treasury also is authorized to promulgate regulations (which would apply
only after they are issued) which specify other transactions to be included
in the definition of a conversion transaction. Section 1258 of the
Internal Revenue Code of 1986, as amended (the "Code") contains many
ambiguities and its scope is unclear; it may be clarified or refined in
future regulations or other official pronouncements. Until further
guidance is issued, it is unclear whether a purchase and subsequent
disposition of Portfolio shares would be treated as a conversion
transaction under Section 1258. Shareholders should consult their own tax
advisors concerning whether or not Section 1258 may apply to their
transactions in Portfolio shares.

Shareholders of the appropriate Portfolios will be notified after
each calendar year of the amounts of ordinary income and long-term capital
gains distributions, including any amounts which are deemed paid on
December 31 of the prior year; of the dividends which qualify for the 70%
dividends-received deduction available to corporations; of the
International Portfolio's foreign taxes withheld and foreign source income
per country; the percentages of income attributable to U.S. Government
securities in the case of the Intermediate Fixed-Income, Short-Intermediate
Fixed-Income, Mortgage Securities, International and U.S. Government Money
Portfolios, and the amount of exempt-interest dividends paid by the
Municipal Portfolio.

CALCULATION OF PORTFOLIO PERFORMANCE

From time to time, the Portfolios (except for the U.S. Government
Money Portfolio) may advertise their performance in terms of average annual
total return, which is computed by finding the average annual compounded
rates of return over a period that would equate the initial amount invested
to the ending redeemable value. The calculation assumes that all dividends
and distributions are reinvested on the reinvestment dates during the
relevant time period and accounts for all recurring fees.

The Bond Portfolios also may from time to time advertise their
yields. The yields are based on historical earnings. Yield for the Bond
Portfolios is calculated by dividing the net investment income per share
earned during the most recent 30-day (or one month) period by the maximum
offering price per share on the last day of the period. This income is
then annualized. That is, the amount of income generated by the
investment during that calendar quarter is assumed to be generated each
month over a twelve-month period and is shown as a percentage of the
investment. For purposes of the yield calculation, interest income is
computed based on the yield to maturity of each debt obligation and
dividend income is computed based upon the stated dividend rate of each
security in a Portfolio's portfolio.

The U.S. Government Money Portfolio may advertise its "yield" and
"effective yield." Both yield figures are based on historical earnings.
The "yield" of the U.S. Government Money Portfolio refers to the income
generated by an investment in the Portfolio over a seven-day period (which
period will be stated in the advertisement). This yield is calculated by
determining the net change, exclusive of capital changes, in the value of a
hypothetical preexisting account having a balance of one share at the
beginning of the period, and dividing the difference by the value of the
account at the beginning of the base period to obtain the base return.
This income is then "annualized." That is, the amount of income generated
by the investment during that week is assumed to be generated each week
over a 52-week period and is shown as a percentage of the investment. The
"effective yield" is calculated similarly, but when annualized, the income
earned by an investment in the U.S. Government Money Portfolio is assumed
to be reinvested. The "effective yield" will be slightly higher than the
"current yield" because of the compounding effect of this assumed
reinvestment.

It is important to note that yield and total return figures are based
on historical earnings and are not intended to indicate future performance.
The Statement of Additional Information describes the method used to
determine a Portfolio's yield and total return. In reports or other
communications to shareholders or in advertising material, a Portfolio may
quote yield and total return figures that do not reflect recurring fees
(provided that these figures are accompanied by standardized yield and
total return figures calculated as described above), as well as compare its
performance with that of other mutual funds as listed in the rankings
prepared by Morningstar or similar independent services that monitor the
performance of mutual funds or with other appropriate indices of investment
securities.

VALUATION OF PORTFOLIO SHARES

International securities traded over-the-counter are valued on the
basis of the mean of bid and asked prices. In the absence of a last sale
or mean bid and asked price, respectively, such securities may be valued on
the basis of prices provided by a pricing service if those prices are
believed to reflect the fair value of such securities.

Securities held by the U.S. Government Money Portfolio and money
market instruments maturing within 60 days of the valuation date held by
Portfolios other than the U.S. Government Money Portfolio are valued at
"amortized cost" unless the Board of Directors determines that amortized
cost does not represent fair value. The U.S. Government Money Portfolio
uses its best efforts to maintain a $1.00 per share net asset value. The
"amortized cost" valuation procedure initially prices an instrument at its
cost and thereafter assumes a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price the
Portfolio would receive if it sold the instrument.

The Portfolios value securities for which market quotations are not
readily available at "fair value," as determined in good faith pursuant to
procedures established by the Board of Directors.

PURCHASE OF PORTFOLIO SHARES

Shares of the Portfolios may be purchased directly from the
Portfolios with no sales charge or commission. Investors may also purchase
shares of the Portfolios from intermediaries, such as a broker-dealer, bank
or other financial institution . Such intermediaries may be required to
register as a dealer pursuant to certain states' securities laws and may
charge the investor a reasonable service fee, no part of which will be paid
to the Portfolios. Shares of the International Portfolio will be sold at
the initial offering price of $12.00 per share and thereafter at the net
asset value next determined after an order is received and accepted,
provided that payment is received by 12:00 p.m. Eastern Standard Time on
the following business day. Shares of all other Portfolios will be sold at
the net asset value next determined after an order is received and
accepted, provided that payment has been received by 12:00 p.m. Eastern
Standard Time on the following business day. Net asset value is determined
as set forth above under "Valuation of Portfolio Shares." All purchases
must be made in U.S. dollars. The minimum and subsequent investment
requirements for each Portfolio are $1,000. The Fund reserves the right to
accept smaller purchases at its sole discretion. The Fund reserves the
right to reject any purchase order.

Orders are accepted on each business day. Orders to purchase
Portfolio shares must be received by the transfer agent or Bennington prior
to close of the New York Stock Exchange, normally 4:00 p.m. Eastern time,
on the day shares of those Portfolios are offered and orders accepted, or
the orders will not be accepted and invested in the particular Portfolio
until the next day on which shares of that Portfolio are offered. Payment
must be received by 12:00 noon Eastern time on the next business day.
Purchases by telephone may only be made as set out in the telephone
transaction procedures set forth in "Purchase of Portfolio
Shares--Telephone Transactions." No fees are currently charged
shareholders by the Fund directly in connection with purchases.

Order and Payment Procedures. Investments in the Portfolios may be
made as follows:

Federal Funds Wire. Purchases may be made on any business day
by wiring federal funds to State Street, Boston, MA.

Please call the Fund for further information at (800) 759-3504.

The Fund reserves the right to accept smaller purchases at its sole
discretion. The Fund reserves the right to reject any purchase order.

Exchange Privilege. Shares of any Portfolio of the Fund may be
exchanged for shares of the other portfolios offered by the Fund to the
extent such shares are offered for sale in the investor's state of
residence, on the basis of current net asset values per share at the time
of the exchange. Other than the Portfolios offered by this Prospectus, the
portfolios of the Fund also include the Growth Portfolio, Value and Income
Portfolio, Small Cap Portfolio and the International Equity Portfolio

If the exchanging shareholder does not currently own shares of the
portfolio whose shares are being acquired, a new account will be
established with the same registration, dividend and capital gain options
and authorized dealer of record as the account from which shares are
exchanged, unless otherwise specified in writing by the shareholder with
all signatures guaranteed by an eligible guarantor institution as defined
below under "Redemption of Portfolio Shares." To establish an automatic
withdrawal for the new account, however, an exchanging shareholder must
file a specific written request. For additional information, contact the
Fund. A shareholder should obtain and read the prospectus relating to any
other portfolios of the Fund before making an exchange.

An exchange is a redemption of the shares and is treated as a sale
for federal income tax purposes, and a short- or long-term capital gain or
loss may be realized. The exchange privilege may be modified or terminated
at any time on 60 days' notice to shareholders. Exchanges are available
only in states where exchanges may legally be made. Exchanges may be made
by faxing instructions to Bennington at (206) 224-4274 or mailing
instructions to Bennington at 1420 Fifth Avenue, Suite 3130, Seattle, WA
98101. Exchanges may only be made by telephone as set out in the telephone
transaction procedures set forth in "Purchase of Portfolio
Shares--Telephone Transactions" and Additional Information--Signature
Guarantees." No fees are currently charged shareholders by the Fund
directly in connection with exchanges.

REDEMPTION OF PORTFOLIO SHARES

Portfolio shares may be redeemed by faxing instructions to the Fund
at (206) 224-4274, or by mailing instructions to the Fund at 1420 Fifth
Avenue, Suite 3130, Seattle, WA 98101. Redemptions of the Portfolios'
shares may be effected on any business day on which the New York Stock
Exchange, PFPC and State Street are open, as long as instructions are
received by Bennington or the transfer agent by close of business of the
New York Stock Exchange, normally 4:00 p.m. Eastern Time. In periods of
severe market or economic conditions, the electronic redemption of shares
may be difficult due to an increase in the amount of electronic
transmissions. Use of the mail may result in the redemption request being
processed at a later time than it would have been if a instructions had
been sent by facsimile transmission. During the delay, the Portfolios' net
asset value may fluctuate.

The Fund reserves the right to redeem the shares of any shareholder
whose account balance is less than $500 per portfolio or whose aggregate
account is less than $2,000, and who is not part of an Automatic Investment
Plan. The Fund, however, will not redeem shares based solely on market
reductions in net asset value. The Fund will give sixty (60) days prior
written notice to shareholders whose shares are being redeemed to allow
them to purchase sufficient additional shares of the Fund to avoid such
redemption.

Shareholders uncertain of requirements for redemption should
telephone the Fund at (206) 224-7420 or (800) 759-3504. Redemptions by
telephone may only be made as set out in the telephone transaction
procedures set forth in "Purchase of Portfolio Shares--Telephone
Transactions."

Systematic Withdrawal Plan. Automatic withdrawal permits investors
to request withdrawal of a specified dollar amount (the minimum monthly
withdrawal on the Systematic Withdrawal Plan is $500.00 in aggregate) on a
monthly basis on the 15th (or first business day before the 15th) and/or on
the last business day of each month. An application for automatic
withdrawal can be obtained from Bennington or the Fund and must be received
by Bennington ten calendar days before the first scheduled withdrawal date.
Automatic Withdrawal may be ended at any time by the investor or the Fund.
The Systematic Withdrawal Plan may be terminated at any time by the Fund or
the Transfer Agent. The Fund reserves the right to refuse to accept any
Systematic Withdrawal Plan application. Purchases of additional shares
concurrently with withdrawals generally are undesirable. Funds will be
disbursed according to the shareholder's standing redemption instructions.

ADDITIONAL INFORMATION

Service Providers

Manager and Administrator.
Bennington, 1420 Fifth Avenue, Suite 3130, Seattle, WA 98101, is the
manager and administrator of the Fund pursuant to a Management Agreement
with the Fund. Bennington also provides certain sub-transfer agent and
compliance services to the Fund pursuant to a Sub-Administration Agreement
between Bennington and the Fund.

Custodians.
PNC, Broad & Chestnut Streets, Philadelphia, PA 19101, acts as
custodian of the Portfolios' assets and may employ sub-custodians outside
the United States which have been approved by the Board of Directors. PNC
holds all portfolio securities and cash assets of the Portfolio and is
authorized to deposit securities in securities depositories or to use the
services of sub-custodians.

State Street, 1776 Heritage Drive, North Quincy, Massachusetts 02107,
acts as custodian of the Portfolios' assets with respect to IRA accounts.

Sub-Administrator.
PFPC, 103 Bellevue Parkway, Wilmington, DE 19809, is the
sub-administrator to the Fund, providing portfolio accounting and
recordkeeping services to the Fund.

Transfer Agent, Registrar and Dividend Disbursing Agent.
State Street, P. O. Box 1713, Boston, Massachusetts 02105, is the
transfer agent, registrar and dividend disbursing agent for the Portfolios.

Auditors.
Deloitte & Touche LLP, Two World Financial Center, New York, New York
10281 are the Fund's independent auditors. Shareholders will receive
semi-annual and annual financial statements; the annual statement is
audited by Deloitte & Touche LLP.

Fund Counsel.
Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019 serves
as the Fund's outside counsel.

Signature Guarantees

Organization, Capitalization and Voting

As of September 1, 1995, Zions First National Bank, One South Main
Street, Salt Lake City, UT 84130 was the owner of record of 48.55%,
80.30%, 54.27%, 95.87% and 70.80% of the Intermediate Fixed-Income,
Short-Intermediate Fixed-Income, Mortgage Securities, U.S. Government
Money and Municipal Portfolios, respectively.

As of September 1, 1995, North Carolina Trust Company, 301 North Elm
Street, Greensboro, NC 27402-1108 was the owner of record of 28.12% of the
Mortgage Securities Portfolio.

As of September 1, 1995, KEITHCO, account nominee for Regions Bank,
1807 Tower Drive, Monroe, LA 71211-7232 was the owner of record of 14.90%,
5.10% and 11.26% of the Intermediate Fixed-Income, Short-Intermediate
Fixed-Income and Municipal Portfolios, respectively.

As of September 1, 1995, Twin City Bank Trust Department, 401 West
Capital, Suite 100, North Little Rock, AR 72201 was the owner of record of
6.41% of the Municipal Portfolio.

As of September 1, 1995, OneDun, account nominee for First American
Bank, 218 West Main Street, Dundee, IL 60118 was the owner of record of
6.15% of the Intermediate Fixed-Income Portfolio.

As of September 1, 1995, Anbee & Company, account nominee for
GreatBanc Trust Company, 105 East Galena Blvd., Aurora, IL 60505 was the
owner of record of 8.47% of the Intermediate Fixed-Income Portfolio

As of September 1, 1995, the Directors and officers of the Fund, as a
group, beneficially owned less than 1% of the shares of each Portfolio.

The fiscal year end for each Portfolio is December 31.

Shareholder Inquiries and Reports to Shareholders

The Fund's Annual Report to Shareholders, containing further
information about performance, is available without charge from the Fund.
Performance information has not been presented in the Annual Report to
Shareholders for the International Portfolio since no shares of this
portfolio was outstanding during the period presented. Inquiries regarding
the Portfolios and requests for Annual Reports should be addressed to the
Fund at 1420 Fifth Avenue, Suite 3130, Seattle, Washington 98101, or by
telephone at (206) 224-7420 or (800) 759-3504.

Glass-Steagall Act

MONEY MANAGER PROFILES

Intermediate Fixed-Income Portfolio

Smith Barney Capital Management, 388 Greenwich Street, 25th Floor,
New York, NY 10013, is the Money Manager of the Intermediate Fixed-Income
Portfolio. Smith Barney Capital Management is a division of Smith Barney,
an indirect wholly-owned subsidiary of Travelers Incorporated, a public
company (of which there are no controlling persons, as defined under the
Investment Company Act), 65 East 55th Street, New York, NY 10022. Smith
Barney Capital Management is organized such that a team, consisting of
Joshua H. Lane and Patrick Sheehan, is primarily responsible for the
day-to-day management and investment decisions for the Intermediate
Fixed-Income Portfolio. Mr. Lane, Managing Director, joined Smith Barney
Capital Management in 1990. From 1981 through 1990, Mr. Lane was employed
by the Exxon Corporation Pension Fund. Mr. Sheehan, Managing Director,
joined Smith Barney Capital Management in 1992. From 1990 until 1992, Mr.
Sheehan was a Vice President of Value Line Asset Management. Prior to
that, from 1989 to 1990, Mr. Sheehan was a Senior Vice President of
Seaman's Bank for Savings.

Short-Intermediate Fixed-Income Portfolio

Bankers Trust Company, 130 Liberty Street, New York, NY 10006
("Bankers Trust"), is the Money Manager of the Short-Intermediate
Fixed-Income Portfolio. Bankers Trust is a wholly-owned subsidiary of
Bankers Trust New York Corporation, a public company, 130 Liberty Street,
New York, NY 10006. Bankers Trust is organized such that day-to-day
management and investment decisions are made by a committee and no person
is primarily responsible for making recommendations to that committee.

Mortgage Securities Portfolio

BlackRock Financial Management, Inc., 345 Park Avenue, 30th Floor,
New York, NY 10154 ("BlackRock"), is the Money Manager of the Mortgage
Securities Portfolio. BlackRock (formerly BlackRock Financial Management
L.P.) is a Delaware corporation, which is a wholly-owned subsidiary of PNC
Asset Management Group, Inc., which is a wholly-owned indirect subsidiary
of PNC Bank, N.A. ("PNC"). PNC is a commercial bank whose principal office
is in Pittsburgh, PA and is wholly-owned by PNC Bank Corp., a bank holding
company. BlackRock is a registered investment adviser and is organized
such that day-to-day management and investment decisions are made by a
committee and no one person is primarily responsible for making
recommendations to that committee. BlackRock serves as investment advisor
to fixed-income investors in the United States and overseas through funds
and institutional accounts.

Municipal Intermediate Fixed-Income Portfolio

Lazard Freres Asset Management, 30 Rockefeller Plaza, New York, NY
10020 ("Lazard Freres") is the Money Manager for the Municipal Portfolio.
Lazard Freres is a division of Lazard Freres & Co. LLC., a New York limited
liability company and registered investment adviser, One Rockefeller Plaza,
New York, NY 10022. All investment decisions are made on a team basis.
The fixed-income team is headed by Thomas F. Dunn, a managing director.
Herbert W. Gullquist, Managing Director and Chief Investment Officer,
oversees the investment process. Mr. Dunn joined Lazard Freres on January
1, 1995. Prior to that time, he was Senior Vice President at Goldman
Sachs. Mr. Gullquist joined Lazard Freres in November of 1982.

International Fixed-Income Portfolio

OFFITBANK, 520 Madison Avenue, New York, NY 10022, is the Money
Manager of the International Portfolio. OFFITBANK. a New York State
chartered trust bank, is a continuation of the business of Offit
Associates, a registered investment adviser founded in 1983. Offit
Associates converted to a trust bank in July 1990. OFFITBANK is organized
such that a team, consisting of Jack D. Burks and Joseph A. Giglia, is
primarily responsible for day-to-day management and all investment
decisions for the International Portfolio. Mr. Burks, Managing Director,
joined OFFITBANK in 1984. Mr. Giglia, Senior Portfolio Manager, joined
OFFITBANK in 1988.

APPENDIX A

DESCRIPTION OF INDICES

The following information as to each index has been supplied by the
respective preparer of the index or has been obtained from other
publicly-available information.

Lehman Brothers Government/Corporate Index;
Lehman Brothers Government/Corporate 1-5 Year Index;
Lehman Brothers Mortgage-Backed Securities Index; and
Lehman Brothers 3-15 Year Municipal Index

The Lehman Brothers Bond Indices include fixed-rate debt issues rated
investment grade or higher by Moody's, S&P, or Fitch Investors Service,
Inc. All issues have at least one year to maturity and an outstanding par
value of at least $100 million for U.S. Government issues and $25 million
for all others. Price, coupon and total return are reported for all
sectors on a month-end to month-end basis. All returns are market value
weighted inclusive of accrued interest.

The Lehman Brothers Government/Corporate Index is made up of the
Government and Corporate Bond Indices.

The Government Bond Index is made up of the Treasury Bond Index (all
public obligations of the United States Treasury, excluding flower bonds
and foreign targeted issues) and the Agency Bond Index (all publicly issued
debt of U.S. Government agencies and quasi-federal corporations, and
corporate debt guaranteed by the U.S. Government). The Government Bond
Index also includes the 1-3 Year Government Index, composed of Agency and
Treasury securities with maturities of one to three years, and the 20 Year
Treasury Index, comprising Treasury issues with 20 years or more to
maturity.

The Corporate Bond Index includes all publicly issued, fixed-rate,
nonconvertible investment grade domestic corporate debt. Also included are
Yankee bonds, which are dollar-denominated SEC registered public,
nonconvertible debt issued or guaranteed by foreign sovereign governments,
municipalities or governmental agencies, or international agencies.

The 1-5 Year Government/Corporate Index is composed of Agency and
Treasury securities and corporate securities of the type referred to in the
preceding paragraph, all with maturities of one to five years.

The Mortgage-Backed Securities Index covers all fixed-rate securities
backed by mortgage pools of the Government National Mortgage Association
(GNMA), Federal Home Loan Mortgage Corporation (FHLMC) and Federal National
Mortgage Association (FNMA). Graduated Payment Mortgages (GPMs) are
included, but Graduated Equity Mortgages (GEMs) are not. For the five-year
period between October 1988 and December 1993, the Mortgage-Backed
Securities Index had an annualized yield ranging within that period from a
low of 6.46 to a high of 10.50.

The 3-15 Year Municipal Index is a broad intermediate index comprised
of fully tax-exempt investment grade securities encompassing all sectors of
the municipal market.

J. P. Morgan 1-5 Non-U.S. Short Term Index

The J.P. Morgan 1-5 Non-U.S. Short Term Index is composed of unhedged
government bonds in the one to five year maturity sectors of Belgium,
Sweden and Germany and the one to three year sectors of Australia, Canada,
Denmark, France, Italy, Japan, the Netherlands, Spain and the United
Kingdom. Securities are composed of liquid issues that are eligible for
purchase by both residents and non-residents of each country and that do
not appeal exclusively to a domestic investor base for tax accounting
reasons.

BENNINGTON CAPITAL MANAGEMENT L. P.
U.S. Bank Centre
1420 Fifth Avenue, Suite 3130
Seattle, Washington 98101
Telephone: 206/224-7420
800/759-3504
Facsimile: 206/224-4274

ACCESSOR FUNDS, INC.
1420 Fifth Avenue, Suite 3130
Seattle, WA 98101
(206) 224-7420/(800) 759-3504

Statement of Additional Information
Dated September 15, 1995

ACCESSOR FUNDS, INC. (the "Fund") is a multi-managed, no-load, open-end
management investment company, known as a mutual fund. The Fund currently
consists of ten diversified investment portfolios (individually, a
"Portfolio" and collectively, the "Portfolios"), each with its own
investment objective and policies.

This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Prospectus for the equity portfolios (the
"Equity Portfolios' Prospectus") (which includes the Growth, Value and
Income, Small To Mid Cap and International Equity Portfolios (the "Equity
Portfolios")) and the Prospectus for the fixed-income portfolios (the
"Fixed-Income Portfolios' Prospectus") (which includes the Intermediate
Fixed-Income, Short-Intermediate Fixed-Income, Mortgage Securities, U.S.
Government Money, Municipal Intermediate Fixed-Income and International
Fixed-Income Portfolios (the "Fixed-Income Portfolios")), each dated
September 15, 1995, copies of which may be obtained from the Fund without
charge by writing or calling the Fund at the address or phone number shown
above.

The Fund currently includes the following Portfolios:

GROWTH PORTFOLIO -- seeks capital growth through investing primarily in
equity securities with greater than average growth characteristics selected
from the 500 U.S. issuers which make up the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500").

VALUE AND INCOME PORTFOLIO -- seeks generation of current income and
capital growth by investing primarily in income-producing equity securities
selected from the 500 U.S. issuers which make up the S&P 500.

SMALL TO MID CAP PORTFOLIO (1)<F1> -- seeks capital growth through investing
primarily in equity securities of small to medium capitalization issuers.

(1)<F1>
Formerly the "Small Cap Portfolio." Prior to September 15, 1995, the
Small Cap Portfolio sought to achieve its investment objective through
investing primarily in small capitalization issuers (selected from the
2,000 U.S. issuers with the next largest market capitalization after
(and excluding) the 1,000 U.S. issuers with the largest market
capitalization). On August 15, 1995, the shareholders of the Small Cap
Portfolio approved a change in the investment objective of the Small Cap
Portfolio effective September 15, 1995, to permit the Small Cap
Portfolio to also invest in medium capitalization issuers. This change
in investment objective coincided with the change of the name of the
Small Cap Portfolio to Small to Mid Cap Portfolio and the commencement
of management by a new Money Manager for the Small to Mid Cap Portfolio.
</F1>

INTERNATIONAL EQUITY PORTFOLIO -- seeks capital growth by investing
primarily in equity securities of companies domiciled in countries other
than the United States and traded on foreign stock exchanges.

INTERMEDIATE FIXED-INCOME PORTFOLIO -- seeks generation of current income
by investing primarily in fixed-income securities with durations of between
three and ten years and, under normal market conditions, will have a dollar
weighted average duration of not less than three years nor more than ten
years which does not vary more or less than 20% from that of the Lehman
Brothers Government/Corporate Index or another relevant index approved by
the Fund's Board of Directors (the "Board of Directors").

SHORT-INTERMEDIATE FIXED-INCOME PORTFOLIO -- seeks preservation of capital
and generation of current income by investing primarily in fixed-income
securities with durations of between one and five years and, under normal
market conditions, will have a dollar weighted average duration of not less
than two years nor more than five years which does not vary more or less
than 20% from that of the Lehman Brothers 1-5 Year Government/Corporate
Index or another relevant index approved by the Board of Directors.

MORTGAGE SECURITIES PORTFOLIO -- seeks generation of current income by
investing primarily in mortgage-related securities with an aggregate dollar
weighted average duration that does not vary outside of a band of plus or
minus 20% from the Lehman Brothers Mortgage-Backed Securities Index or
another relevant index approved by the Board of Directors.

U.S. GOVERNMENT MONEY PORTFOLIO -- seeks maximum current income consistent
with the preservation of principal and liquidity by investing primarily in
short-term obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

MUNICIPAL INTERMEDIATE FIXED-INCOME PORTFOLIO -- seeks generation of
current income that will be exempt from Federal income taxes by investing
primarily in fixed-income securities with durations of between three and 15
years issued by states, counties and other local governmental
jurisdictions, including agencies of such governmental jurisdictions,
within the United States and, under normal market conditions, will have a
dollar weighted average duration of not less than three years nor more than
ten years which does not vary by more or less than 20% from that of the
Lehman Brothers 3-15 Year Municipal Index or another relevant index
approved by the Board of Directors.

INTERNATIONAL FIXED-INCOME PORTFOLIO -- seeks generation of current income
by investing primarily in fixed-income securities with maturities of
between one and five years that are issued by entities outside the United
States.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS

Form N-1A
Item No.
__________
Cross Cross
reference reference
to page to page in
in Equity Fixed-income
Portfolios' Portfolios'
Page Prospectus Prospectus
____ ___________ __________
<S> <C> <C> <C>
10. Cover Page B-1 1 1
11. Table of Contents B-3 2 2
12. General Information and History B-4 3, 20 3, 29
13. Investment Restrictions, Policies
and Risk Considerations B-4 11 12
Investment Restrictions B-4 20 29
Investment Policies B-6 13 19
14. Management of the Fund B-18 10, 20 29
15. Control Persons and Principal
Holders of Securities B-19 35 45
16 Investment Advisory and Other
Services B-20

Service Providers B-20 5, 34 6, 44
Valuation of Portfolio Shares B-35 31 40
Portfolio Transaction Policies B-36 27 36
17. Brokerage Allocation and Other
Practices B-36 -- --
18. Capital Stock and Other Securities B-4 35 45
19. Purchase, Redemption and Pricing
of Securities Being Offered B-35 31-33 41-43
20. Taxes B-39 29 37
21. Underwriters --- -- --
22. Calculation of Performance Data B-37 30 39
23. Financial Statements B-42 -- --
Appendix A - Ratings of Debt
Instruments A-1 -- --
Appendix B - Calculation of
Performance Fees B-1 -- --

</TABLE>

<PAGE>
GENERAL INFORMATION AND HISTORY

The Fund was incorporated in Maryland on June 10, 1991 as World
Investment Network Fund, Inc. On August 27, 1991, the Fund amended its
Articles of Incorporation to change its name to Accessor Funds, Inc. The
Fund is authorized to issue 15 billion shares of common stock, $.001 par
value per share, and is currently divided into ten series. The Board of
Directors may increase or decrease the number of authorized shares without
the approval of shareholders. Shares of the Fund, when issued, are fully
paid, non-assessable, fully transferable and redeemable at the option of
the holder. Shares also are redeemable at the option of the Fund under
certain circumstances. All shares of a Portfolio are equal as to earnings,
assets and voting privileges. There are no conversion, preemptive or other
subscription rights. In the event of liquidation, each share of common
stock of a Portfolio is entitled to its portion of all of the Portfolio's
assets after all debts and expenses of the Portfolio have been paid. The
Portfolios' shares do not have cumulative voting rights for the election of
Directors. Pursuant to the Fund's Articles of Incorporation, the Board of
Directors may authorize the creation of additional series of common stock
and classes within such series, with such preferences, privileges,
limitations and voting and dividend rights as the Board of Directors may
determine.

Bennington Capital Management L.P. ("Bennington"), a Washington
limited partnership, is the manager and administrator of the Fund, pursuant
to a Management Agreement with the Fund.

INVESTMENT RESTRICTIONS, POLICIES AND RISK CONSIDERATIONS

Each Portfolio's investment objective and investment restrictions are
"fundamental" and may be changed only with the approval of the holders of a
majority of the outstanding voting securities of that Portfolio. As defined
in the Investment Company Act of 1940, as amended (the "Investment Company
Act"), a majority of the outstanding voting securities of a Portfolio means
the lesser of (i) 67% of the shares represented at a meeting at which more
than 50% of the outstanding shares are present in person or represented by
proxy or (ii) more than 50% of the outstanding shares.

INVESTMENT RESTRICTIONS

Each Portfolio is subject to the following "fundamental" investment
restrictions. Unless otherwise noted, these restrictions apply on a
Portfolio-by-Portfolio basis at the time an investment is being made. No
Portfolio will:

1. Purchase any security (other than obligations of the U.S.
Government, its agencies or instrumentalities) if as a result (i) with
respect to 75% of the Portfolio's total assets, more than 5% of the
Portfolio's total assets would then be invested in securities of a single
issuer, or (ii) 25% or more of the Portfolio's total assets would be
invested in one or more issuers having their principal business activities
in the same industry. The U.S. Government Money Portfolio may not purchase
any security (other than obligations of the U.S. Government, its agencies
or instrumentalities) if as a result: (a) more than 5% of the Portfolio's
total assets would then be invested in securities of a single issuer, or
(b) 25% or more of the Portfolio's total assets would be invested in one or
more issuers having their principal business activities in the same
industry.

2. Issue senior securities, borrow money or pledge its assets,
except that a Portfolio may borrow up to 5% of the value of its total
assets from banks for temporary, extraordinary or emergency purposes and
may pledge up to 10% of the value of its total assets to secure such
borrowings. In the event that the asset coverage for the Portfolio's
borrowings falls below 300%, the Portfolio will reduce within three days
the amount of its borrowings in order to provide for 300% asset coverage.
(For the purpose of this restriction, collateral arrangements with respect
to the writing of options, and, if applicable, futures contracts, and
collateral arrangements with respect to initial or variation margin are not
deemed to be a pledge of assets and neither such arrangements nor the
purchase or sale of futures is deemed to be the issuance of a senior
security).

3. Buy or sell commodities or commodity contracts, or real estate
or interests in real estate, although it may purchase and sell financial
futures contracts, stock index futures contracts and related options,
securities which are secured by real estate, securities of companies which
invest or deal in real estate and publicly traded securities of real estate
investment trusts. No Portfolio may purchase interests in real estate
limited partnerships. The U.S. Government Money Portfolio may not buy or
sell commodities or commodity contracts, or real estate or interests in
real estate, except that the Portfolio may purchase and sell securities
which are secured by real estate and securities of companies which invest
or deal in real estate, other than securities of real estate investment
trusts and real estate limited partnerships.

4. Act as underwriter except to the extent that, in connection with
the disposition of portfolio securities, it may be deemed to be an
underwriter under certain federal and state securities laws.

5. Invest in interests in oil, gas or other mineral exploration or
development programs.

6. Make loans, except through repurchase agreements (repurchase
agreements with a maturity of longer than seven days together with other
illiquid securities being limited to 15% of the net assets of the
Portfolio) and except through the lending of its portfolio securities as
described below under "Investment Policies--Lending of Portfolio
Securities."

7. Make investments for the purpose of exercising control of
management.

8. Acquire more than 5% of the outstanding voting securities, or
10% of all of the securities, of any one issuer. The U.S. Government Money
Portfolio may not purchase common stock or other voting securities,
preferred stock, warrants or other equity securities, except as may be
permitted by restriction number 11.

9. Effect short sales (other than short sales against-the-box) or
purchase securities on margin (except that a Portfolio may obtain such
short-term credits as may be necessary for the clearance of purchases or
sales of securities, may trade in futures and related options, and may make
margin payments in connection with transactions in futures contracts and
related options).

10. Invest in securities, other than mortgage-related securities,
asset-backed securities or obligations of any U.S. Government agency or
instrumentality, of an issuer which, together with any predecessor, has
been in operation for less than three years if, as a result, more than 5%
of the Portfolio's total assets would then be invested in such securities.

11. Invest in securities of other registered investment companies,
except by purchases in the open market involving only customary brokerage
commissions and as a result of which not more than 5% of its total assets
would be invested in such securities, or as part of a merger, consolidation
or other acquisition, or as set forth under "Investment Policies --
Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduits ("REMICs")."

12. Purchase warrants if as a result the Portfolio would have more
than 5% of its total assets invested in warrants or more than 2% of its
total assets invested in warrants not listed on the New York or American
Stock Exchanges. Warrants attached to other securities are not subject to
this limitation. The U.S. Government Money Portfolio may not purchase
warrants.

13. The Municipal Intermediate Fixed-Income Portfolio (the
"Municipal Portfolio") will under normal market conditions have at least
80% of its net assets invested in tax-exempt securities. Securities which
generate income subject to alternative minimum tax may be counted toward
the 80% requirement.

INVESTMENT POLICIES

Liquidity Reserves. Each Portfolio (other than the U.S. Government
Money Portfolio) may have up to 20% of its assets in cash or cash
equivalents to meet redemption requests, and each Portfolio may hold cash
reserves in an unlimited amount for temporary defensive purposes when its
Money Manager believes that a more conservative approach is desirable. In
addition, Bennington or a Money Manager may create an equity or
fixed-income exposure for cash reserves through the use of options or
futures contracts. This will enable the Portfolios to hold cash while
receiving a return on the cash which is similar to holding equity or
fixed-income securities.

Repurchase Agreements. Each Portfolio may enter into repurchase
agreements with a seller who agrees to repurchase the securities at the
Portfolio's cost plus interest within a specified time (ordinarily a week
or less). The securities purchased by the Portfolio have a total value in
excess of the value of the repurchase agreement and are held by the
Portfolios' Custodian until repurchased. The Portfolios' repurchase
agreements will at all times be fully collateralized by U.S. Government
securities or other collateral, such as cash, and the securities held as
collateral will be valued daily, and as the value of the securities
declines, the Portfolio will require additional collateral. If the seller
defaults and the value of the collateral securing the repurchase agreements
declines, the Portfolio may incur a loss. Repurchase agreements assist a
Portfolio in being invested fully while retaining "overnight" flexibility
in pursuit of investments of a longer-term nature. Each Portfolio will
limit repurchase transactions to commercial banks having at least $1
billion in total assets and broker-dealers having a net worth of at least
$5 million or total assets of at least $50 million, and will limit
repurchase transactions to entities whose creditworthiness is continually
monitored and found satisfactory by Bennington or the Portfolio's Money
Manager under the supervision of the Board of Directors. Subject to the
limitation on investing not more than 15% of a Portfolio's net assets in
illiquid securities, no Portfolio will invest more than 15% of its net
assets (taken at current market value) in repurchase agreements maturing in
more than seven days; provided, however, the U.S. Government Money
Portfolio will not invest more than 10% of its net assets in illiquid
securities (including repurchase agreements maturing in more than seven
days). See "Investment Restrictions, Policies and Risk Considerations -
Illiquid Securities."

Reverse Repurchase Agreements and Dollar Rolls. Each Portfolio may
enter into reverse repurchase agreements to meet redemption requests where
the liquidation of portfolio securities is deemed by the Portfolio's Money
Manager to be inconvenient or disadvantageous. A reverse repurchase
agreement has the characteristics of borrowing and is a transaction whereby
a Portfolio transfers possession of a portfolio security to a bank or a
broker-dealer in return for a percentage of the portfolio security's market
value. The Portfolio retains record ownership of the security involved,
including the right to receive interest and principal payments. At an
agreed upon future date, the Portfolio repurchases the security by paying
an agreed upon purchase price plus interest. The Intermediate Fixed-Income
Portfolio, the Short-Intermediate Fixed-Income Portfolio, the Mortgage
Securities Portfolio (collectively, the "Bond Portfolios"), the Municipal
Portfolio and the International Fixed-Income Portfolio, may also enter into
dollar rolls in which the Portfolios sell securities for delivery in the
current month and simultaneously contract to repurchase substantially
similar (same type and coupon) securities on a specified future date from
the same party. During the roll period, the Portfolios forgo principal and
interest paid on the securities. The Portfolios are compensated by the
difference between the current sales price and the forward price for the
future purchase (often referred to as the "drop") as well as by the
interest earned on the cash proceeds of the initial sale.

At the time a Portfolio enters into reverse repurchase agreements or
dollar rolls, the Portfolio will establish or maintain a segregated account
with a custodian approved by the Board of Directors, containing cash or
liquid high-grade debt obligations of the Portfolio equal in value to the
repurchase price including any accrued interest. Each Portfolio's entry
into reverse repurchase agreements and dollar rolls, together with its
other borrowings, is limited to 5% of its total assets. Reverse repurchase
agreements and dollar rolls involve the risk that the market value of
securities retained in lieu of sale may decline below the price of the
securities the Portfolio has sold but is obligated to repurchase. In the
event the buyer of securities under a reverse repurchase agreement files
for bankruptcy or becomes insolvent, such buyer or its trustee or receiver
may receive an extension of time to determine whether to enforce the
Portfolio's obligation to repurchase the securities, and the Portfolio's
use of the proceeds of the reverse repurchase agreement may effectively be
restricted pending such decisions.

Reverse repurchase agreements and dollar rolls are considered
borrowings by the Portfolios for purposes of the percentage limitations
applicable to borrowings.

Real Estate-Related Securities. Each Portfolio may invest up to 5%
of its net assets in publicly-traded real estate investment trusts.
Publicly-traded real estate investment trusts generally engage in
acquisition, development, marketing, operating and long-term ownership of
real property. Provided a publicly-traded real estate investment trust
meets certain asset income and distribution requirements, it will generally
not be subject to federal taxation on income distributed to its
shareholders.

Short Sales Against-the-Box. Although to date the Portfolios have
made no short sales against the box, and no Money Manager anticipates
making short sales against the box in the future, each Portfolio (other
than the U.S. Government Money Portfolio) may make short sales of
securities against-the-box or maintain a short position, provided that at
all times when a short position is open, the Portfolio owns an equal amount
of such securities or securities convertible or exchangeable for such
securities without the payment of any further consideration for the
securities sold short. Not more than 25% of a Portfolio's net assets
(determined at the time of the short sale) may be subject to such sales.
Short sales against-the-box will be made primarily to defer realization of
gain or loss for federal income tax purposes.

Rights and Warrants. The Portfolios (except for the U.S. Government
Money Portfolio) may acquire up to 5% of their total assets in rights and
warrants in securities of issuers that meet the Portfolios' investment
objective and policies. Warrants are instruments which give the holder the
right to purchase the issuer's securities at a stated price during a stated
term. Rights are short-term warrants issued to shareholders in conjunction
with new stock issues. The prices of warrants do not necessarily move
parallel to the prices of the underlying securities. No Portfolio may
purchase warrants (other than warrants attached to other securities) if as
a result the Portfolio would have more than 5% of its total assets invested
in warrants or more than 2% of its total assets invested in warrants not
listed on the New York or American Stock Exchanges. Warrants involve a risk
of loss if the market price of the underlying securities subject to the
warrants never exceeds the exercise price of the warrants. See "Investment
Restrictions."

Mortgage-Related Securities. The Bond Portfolios, the Municipal
Portfolio and the International Fixed-Income Portfolio, may invest in
mortgage-related securities, and, in particular, mortgage pass-through
securities, Government National Mortgage Association ("GNMA") Certificates,
Federal National Mortgage Association ("FNMA") and Federal Home Loan
Mortgage Corporation ("FHLMC") mortgage-backed obligations and
mortgage-backed securities of other issuers (such as commercial banks,
savings and loan institutions, private mortgage insurance companies,
mortgage bankers, and other secondary market issuers). Some
mortgage-related securities may be guaranteed by the U.S. Government or an
agency or instrumentality thereof; others are issued by financial
institutions such as commercial banks, savings and loan associations,
mortgage banks and securities broker-dealers (or affiliates of such
institutions established to issue these securities) in the form of
mortgage-backed bonds and are not guaranteed. Thus, credit risk among these
instruments may vary. Payments of principal and interest on Certificates
issued by GNMA (but not the market value of the Certificates themselves)
are guaranteed by the full faith and credit of the U.S. Government.
Securities guaranteed by agencies or instrumentalities of the U.S.
Government, such as the FNMA or FHLMC, are supported only by the
discretionary authority of the U.S. Government to purchase the agency's
obligations. Mortgage-backed bonds are not guaranteed, although the
mortgage-related securities securing these obligations may be subject to
U.S. Government guarantee or third-party support. If the collateral
securing the privately issued obligation is insufficient to make payment on
the obligation, a holder could sustain a loss.

In the case of mortgage pass-through securities, such as GNMA
Certificates or FNMA and FHLMC mortgage-backed obligations, early repayment
of principal arising from prepayments of principal on the underlying
mortgage loans (due to the sale of the underlying property, the refinancing
of the loan, or foreclosure) may expose a Portfolio to a lower rate of
return upon reinvestment of the principal. For example, with respect to
GNMA Certificates, although mortgage loans in the pool will have maturities
of up to 30 years, the actual average life of a GNMA Certificate typically
will be substantially less because the mortgages will be subject to normal
principal amortization and may be prepaid prior to maturity. In periods of
falling interest rates, the rate of prepayment tends to increase, thereby
shortening the actual average life of the mortgage-backed security.
Reinvestment of prepayments may occur at higher or lower rates than the
original yield on the Certificates.

In addition, tracking the "pass-through" payments on GNMA
Certificates and other mortgage-related and asset-backed securities may, at
times, be difficult. Expected payments may be delayed due to the delays in
registering newly traded paper securities. The Portfolios' Custodian's
policies for crediting missed payments while errant receipts are tracked
down may vary. Some mortgage-backed securities such as those of FHLMC and
FNMA trade in book-entry form and should not be subject to this risk of
delays in timely payment of income.

Asset-Backed Securities. The Bond Portfolios, Municipal Portfolio
and International Fixed-Income Portfolio may invest in asset-backed
securities offered through trusts and special purpose subsidiaries in which
various types of assets, primarily home equity loans and automobile and
credit card receivables, are securitized in pass-through structures similar
to the mortgage pass-through structures described above or in a pay-through
structure similar to the collateralized mortgage structure. The Bond
Portfolios may invest in these and other types of asset-backed securities
which may be developed in the future.

Risks of Investing in Asset-Backed and Mortgage-Related Securities.
The yield characteristics of mortgage-related securities (including CMOs
and REMICs) and asset-backed securities differ from traditional debt
securities. Among the major differences are that interest and principal
payments are made more frequently, usually monthly, and that principal may
be prepaid at any time because the underlying mortgage loans or other
assets generally may be prepaid at any time. As a result, if the Bond
Portfolios, International Portfolio and the Municipal Portfolio purchase
such a security at a premium, a prepayment rate that is faster than
expected will reduce yield to maturity, while a prepayment rate that is
slower than expected will have the opposite effect of increasing yield to
maturity. Alternatively, if the Bond Portfolios, International Portfolio
and the Municipal Portfolio purchase these securities at a discount, faster
than expected prepayments will increase, while slower than expected
prepayments will reduce, yield to maturity.

Although the extent of prepayments in a pool of mortgage loans
depends on various economic and other factors, as a general rule
prepayments on fixed-rate mortgage loans will increase during a period of
falling interest rates and decrease during a period of rising interest
rates. Accordingly, amounts available for reinvestment by the Bond
Portfolios, International Portfolio and the Municipal Portfolio are likely
to be greater during a period of declining interest rates and, as a result,
likely to be reinvested at lower interest rates than during a period of
rising interest rates. Asset-backed securities, although less likely to
experience the same prepayment rates as mortgage-related securities, may
respond to certain of the same factors influencing prepayments, while at
other times different factors will predominate. Mortgage-related securities
and asset-backed securities may decrease in value as a result of increases
in interest rates and may benefit less than other fixed-income securities
from declining interest rates because of the risk of prepayment.

Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduits ("REMICs"). The Bond Portfolios, the Municipal
Portfolio and the International Fixed-Income Portfolio may invest in CMOs
and REMICs. A CMO is a debt security that is backed by a portfolio of
mortgages or mortgage-backed securities. The issuer's obligation to make
interest and principal payments is secured by the underlying portfolio of
mortgages or mortgage-backed securities. CMOs generally are partitioned
into several classes with a ranked priority as to the time that principal
payments will be made with respect to each of the classes. These Portfolios
may invest only in privately-issued CMOs that are collateralized by
mortgage-backed securities issued or guaranteed by GNMA, FHLMC or FNMA and
in CMOs issued by FHLMC. Currently, approximately 95% of all CMOs are
issued by FHLMC.

The Bond Portfolios, the Municipal Portfolio and the International
Fixed-Income Portfolio also may invest in REMICs. An issuer of REMICs may
be a trust, partnership, corporation, association or a segregated pool of
mortgages, or may be an agency of the U.S. Government and, in each case,
must qualify and elect treatment as such under the Internal Revenue Code of
1986, as amended (the "Code"). A REMIC must consist of one or more classes
of "regular interests," some of which may be adjustable rate, and a single
class of "residual interests." To qualify as a REMIC, substantially all
the assets of the entity must be in assets directly or indirectly secured,
principally by real property. These Portfolios do not intend to invest in
residual interests. The United States Congress intended for REMICs to
ultimately become the exclusive vehicle for the issuance of multi-class
securities backed by real estate mortgages. If a trust or partnership that
issues CMOs does not elect or qualify for REMIC status, it will be taxed at
the entity level as a corporation.

In reliance on a Securities and Exchange Commission (the "SEC") rule,
the Bond Portfolios', the Municipal Portfolio's and the International
Fixed-Income Portfolio's investments in certain qualifying CMOs, including
CMOs that have elected to be treated as REMICs, are not subject to the
Investment Company Act's limitation on acquiring interests in other
investment companies. In addition, in reliance on an earlier SEC
interpretation, the Fund's investments in certain other CMOs which cannot
or do not rely on the rule, are also not subject to the Investment Company
Act's limitation on acquiring interests in other investment companies. In
order to be able to rely on the SEC's interpretation, the CMOs and REMICs
must be unmanaged, fixed-asset issuers that (a) invest primarily in
mortgage-backed securities, (b) do not issue redeemable securities, (c)
operate under general exemptive orders exempting them from all provisions
of the Investment Company Act, and (d) are not registered or regulated
under the Investment Company Act as investment companies. To the extent
that these Portfolios select CMOs or REMICs that do not satisfy the
requirements of the rule or meet the above requirements, the Portfolio may
not invest more than 10% of its assets in all such entities and may not
acquire more than 3% of the voting securities of any single such entity.

Municipal Securities. The Portfolios may invest in fixed-income
securities issued by states, counties and other local governmental
jurisdictions, including agencies of such governmental jurisdictions,
within the United States. Investments in municipal securities entail
certain risks, including adverse income and principal value fluctuation
associated with general economic conditions affecting the municipal
securities markets, the issuers and guarantors of municipal securities and
the facilities financed by municipal securities. The yields of municipal
securities depend on, among other things, conditions in the municipal bond
market and fixed income markets generally, the size of a particular
offering, the maturity of the obligation, and the rating of the issue. A
general decline in interest rates will increase their market value while a
rise in interest rates tends to have the opposite effect.

While the Municipal Portfolio will seek generation of current income
that will be exempt from federal income taxes, the Municipal Portfolio's
current income and net asset value will fluctuate. A reduction in the
Federal income tax rates would reduce the tax equivalent yield received by
shareholders and would tend to reduce the value of municipal securities. In
addition, changes in Federal law adversely affecting the tax-exempt status
of income derived from municipal securities could significantly affect both
the supply and demand for municipal securities, which, in turn, could
affect the Municipal Portfolio's ability to acquire and dispose of
municipal securities at desirable yield and price levels.

Since the Municipal Portfolio invests in municipal securities with a
range of durations, its volatility may vary (though not necessarily
proportionately) as the average duration of its asset portfolio varies. The
inherent volatility risk is such that, during a particular period, there
may be a loss of principal. The net asset value of the shares of the
Municipal Portfolio will change in response to fluctuations in interest
rates. When interest rates decline, the value of municipal securities
generally can be expected to rise. Conversely, when interest rates rise,
the value of municipal securities can generally be expected to decline.

Illiquid Securities. No Portfolio may invest more than 15% of its
net assets in illiquid securities; provided, however, the U.S. Government
Money Portfolio will not invest more than 10% of its net assets in illiquid
securities. Securities which are illiquid include securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), securities which are otherwise not readily marketable, repurchase
agreements having a maturity of longer than seven days, certain IO/PO
strips and over-the-counter ("OTC") options. Repurchase agreements subject
to demand are deemed to have a maturity equal to the notice period.
Securities which have not been registered under the Securities Act are
referred to as private placements or restricted securities and are
purchased directly from the issuer or in the secondary market. Mutual funds
do not typically hold a significant amount of these restricted or other
illiquid securities because of the potential for delays on resale and
uncertainty in valuation. Limitations on resale may have an adverse effect
on the marketability of portfolio securities, and a mutual fund might be
unable to dispose of restricted or other illiquid securities promptly or at
reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. A mutual fund might also have to register
such restricted securities in order to dispose of them resulting in
additional expense and delay. Adverse market conditions could impede such a
public offering of securities.

In recent years, a large institutional market has developed for
certain securities that are not registered under the Securities Act
including repurchase agreements, commercial paper, foreign securities,
municipal securities and corporate bonds and notes. Institutional investors
depend on an efficient institutional market in which the unregistered
security can be readily resold or on an issuer's ability to honor a demand
for repayment. The fact that there are contractual or legal restrictions on
resale to the general public or to certain institutions may not be
indicative of the liquidity of such investments.

Rule 144A under the Securities Act allows for a broader institutional
trading market for securities otherwise subject to restriction on resale to
the general public by establishing a "safe harbor" from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers (as such term is defined under Rule 144A).
Bennington anticipates that the market for certain restricted securities
such as institutional commercial paper will expand further as a result of
this regulation and the development of automated systems for the trading,
clearance and settlement of unregistered securities of domestic and foreign
issuers, such as the PORTAL System sponsored by the National Association of
Securities Dealers, Inc. (the "NASD"). An insufficient number of qualified
institutional buyers interested in purchasing Rule 144A-eligible restricted
securities held by the Portfolios, however, could affect adversely the
marketability of such Portfolios' securities and, consequently, the
Portfolios might be unable to dispose of such securities promptly or at
favorable prices. Bennington will monitor the liquidity of such restricted
securities under the supervision of the Board of Directors.

Restricted securities issued pursuant to Rule 144A are not deemed to
be illiquid. The Money Manager will monitor the liquidity of such
restricted securities subject to the supervision of Bennington and the
Board of Directors. In reaching liquidity decisions, the Money Manager will
consider, among other things, the following factors: (1) the frequency of
trades and quotes for the security; (2) the number of dealers wishing to
purchase or sell the security and the number of other potential purchasers;
(3) dealer undertakings to make a market in the security; (4) the number of
other potential purchasers; and (5) the nature of the security and the
nature of the marketplace trades (e.g., the time needed to dispose of the
security, the method of soliciting offers and the mechanics of the
transfer).

Lending of Portfolio Securities. Consistent with applicable
regulatory requirements, each Portfolio may lend its portfolio securities
to brokers, dealers and financial institutions, provided that outstanding
loans do not exceed in the aggregate 10% of the value of the Portfolio's
net assets and provided that such loans are callable at any time by the
Portfolio and are at all times secured by cash or equivalent collateral
that is at least equal to the market value, determined daily, of the loaned
securities. The advantage of such loans is that the Portfolio continues to
receive interest and dividends on the loaned securities, while at the same
time earning interest either directly from the borrower or on the
collateral which will be invested in short-term obligations.

A loan may be terminated by the borrower on one business day's notice
or by the Portfolio at any time. If the borrower fails to maintain the
requisite amount of collateral, the loan automatically terminates, and the
Portfolio could use the collateral to replace the securities while holding
the borrower liable for any excess of replacement cost over collateral. As
with any extensions of credit, there are risks of delay in recovery and in
some cases loss of rights in the collateral should the borrower of the
securities fail financially. However, these loans of portfolio securities
will only be made to firms determined to be creditworthy pursuant to
procedures approved by the Board of Directors. On termination of the loan,
the borrower is required to return the securities to the Portfolio, and any
gain or loss in the market price during the loan would be borne by the
Portfolio.

Since voting or consent rights which accompany loaned securities pass
to the borrower, the Portfolio will follow the policy of calling the loan,
in whole or in part as may be appropriate, to permit the exercise of such
rights if the matters involved would have a material effect on the
Portfolio's investment in the securities which are the subject of the loan.
The Portfolio will pay reasonable finders', administrative and custodial
fees in connection with a loan of its securities or may share the interest
earned on collateral with the borrower.

Forward Commitments. A Portfolio may make contracts to purchase
securities for a fixed price at a future date beyond customary settlement
time ("forward commitments") consistent with the Portfolio's ability to
manage its investment portfolio and meet redemption requests. The Portfolio
may dispose of a commitment prior to settlement if it is appropriate to do
so and realize short-term profits or losses upon such sale. When effecting
such transactions, cash or liquid high-grade debt obligations of the
Portfolio of a dollar amount sufficient to make payment for the portfolio
securities to be purchased will be segregated on the Portfolio's records at
the trade date and maintained until the transaction is settled, so that the
purchase of securities on a forward commitment basis is not deemed to be
the issuance of a senior security. Forward commitments involve a risk of
loss if the value of the security to be purchased declines prior to the
settlement date.

Options. The Portfolios' investment policies permit the Portfolios
(other than the U.S. Government Money Portfolio) to purchase put and call
options and write (sell) "covered" put and "covered" call options.

A call option is a contract whereby a purchaser pays a premium in
exchange for the right to buy the security on which the option is written
at a specified price during the term of the option. A written call option
is "covered" if the Portfolio owns the optioned securities or the Portfolio
maintains in a segregated account with the Fund's custodian, cash, U.S.
Government securities or other liquid high-grade debt obligations with a
value sufficient to meet its obligations under the call option, or if the
Portfolio owns an offsetting call option. When a Portfolio writes a call
option, it receives a premium and gives the purchaser the right to buy the
underlying security at any time during the call period, at a fixed exercise
price regardless of market price changes during the call period. If the
call is exercised, the Portfolio forgoes any gain from an increase in the
market price of the underlying security over the exercise price.

The Portfolios may purchase and write covered put and covered call
options that are traded on United States or foreign securities exchanges or
that are listed on NASDAQ. Currency options may be either listed on an
exchange or traded OTC. Options on financial futures and stock indices are
generally settled in cash as opposed to the underlying securities.

Listed options are third-party contracts (i.e., performance of the
obligations of the purchaser and seller is guaranteed by the exchange or
clearing corporation) and have standardized strike prices and expiration
dates. OTC options are privately negotiated with the counterparty to such
contract and are purchased from and sold to dealers, financial institutions
or other counterparties which have entered into direct agreements with the
Portfolios. OTC options differ from exchange-traded options in that OTC
options are transacted with the counterparty directly and not through a
clearing corporation (which guarantees performance). If the counterparty
fails to take delivery of the securities underlying an option it has
written, the Portfolios would lose the premium paid for the option as well
as any anticipated benefit of the transaction. Consequently, the Portfolios
must rely on the credit quality of the counterparty and there can be no
assurance that a liquid secondary market will exist for any particular OTC
options at any specific time. The SEC has taken the position that purchased
OTC options and the assets used as cover for written OTC options are
illiquid securities subject to the 15% limitation described in "Illiquid
Securities."

If the writer of an option wishes to terminate the obligation, he or
she may effect a "closing purchase transaction." This is accomplished by
buying an option of the same series as the option previously written. The
effect of the purchase is that the writer's position will be canceled by
the clearing corporation. However, a writer may not effect a closing
purchase transaction after he or she has been notified of the exercise of
an option. Similarly, an investor who is the holder of an option may
liquidate his or her position by effecting a "closing sale transaction."
This is accomplished by selling an option of the same series as the option
previously purchased. Each Portfolio will realize a profit from a closing
transaction if the price of the transaction is less than the premium
received from writing the option or is more than the premium paid to
purchase the option; the Portfolio will realize a loss from a closing
transaction if the price of the transaction is more than the premium
received from writing the option or is less than the premium paid to
purchase the option.

There is no guarantee that either a closing purchase or a closing
sale transaction can be effected. To secure the obligation to deliver the
underlying security in the case of a call option, the writer of the option
is generally required to pledge for the benefit of the broker the
underlying security or other assets in accordance with the rules of the
relevant exchange or clearinghouse, such as The Options Clearing
Corporation, an institution created to interpose itself between buyers and
sellers of options in the United States. Technically, the clearinghouse
assumes the other side of every purchase and sale transaction on an
exchange and, by doing so, guarantees the transaction.

Risks of Transactions in Options. An option position may be closed
out only on an exchange, board of trade or other trading facility which
provides a secondary market for an option of the same series. Although the
Portfolios will generally purchase or write only those options for which
there appears to be an active secondary market, there is no assurance that
a liquid secondary market on an exchange will exist for any particular
option, or at any particular time, and for some options no secondary market
on an exchange or otherwise may exist. In such event it might not be
possible to effect closing transactions in particular options, with the
result that the Portfolio would have to exercise its options in order to
realize any profit and would incur brokerage commissions upon the exercise
of call options and upon the subsequent disposition of underlying
securities acquired through the exercise of call options or upon the
purchase of underlying securities for the exercise of put options. If the
Portfolio as a covered call option writer 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.

Reasons for the absence of a liquid secondary market on an exchange
include the following: (i) there may be insufficient trading interest in
certain options; (ii) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (iii) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of options or underlying securities; (iv) unusual or
unforeseen circumstances may interrupt normal operations on an exchange;
(v) the facilities of an exchange or a clearing corporation may not at all
times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled at
some future date to discontinue the trading of options (or a particular
class or series of options), in which event the secondary market on that
exchange (or in the class or series of options) would cease to exist,
although outstanding options on that exchange that had been issued by a
clearing corporation as a result of trades on that exchange would continue
to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated trading activity or other unforeseen events
might not, at times, render certain of the facilities of any of the
clearing corporations inadequate, and thereby result in the institution by
an exchange of special procedures which may interfere with the timely
execution of customers' orders. The Portfolios intend to purchase and sell
only those options which are cleared by clearinghouses whose facilities are
considered to be adequate to handle the volume of options transactions.

Futures Contracts. Each Portfolio (other than the U.S. Government
Money Portfolio) is permitted to enter into financial futures contracts,
stock index futures contracts and related options thereon ("futures
contracts") in accordance with its investment objective.

A futures contract is the contractual obligation to acquire or sell
the securities called for by the contract at a specified price on a
specified date. Futures contracts are traded on "contract markets"
designated by the Commodity Futures Trading Commission. Trading is similar
to the manner stock is traded on an exchange, except that all contracts are
cleared through and guaranteed to be performed by a clearing corporation
associated with the commodity exchange on which the futures contract is
traded.

Upon entering into a futures contract, a Portfolio is required to
deposit in a segregated account with the Fund's custodian in the name of
the futures broker through whom the transaction was effected, initial
margin consisting of cash, U.S. government securities or other liquid,
high-grade debt securities. The initial margin is in the amount of cash or
short-term securities equal to a specified percentage of the futures amount
(approximately 5% or more of the futures contract amount). Subsequent daily
payments are made between the Portfolio and futures broker to maintain the
initial margin at the specified percentage. The purchase and sale of
futures contracts and collateral arrangements with respect thereto are not
deemed to be a pledge of assets and such arrangements are not deemed to be
a senior security.

A "short hedge" is taking a short position in the futures market
(that is, selling a financial instrument or a stock index futures contract
for future delivery on the contract market) as a temporary substitute for
sale of the financial instrument or common stock, respectively, in the cash
market, when a Portfolio holds and continues to hold the financial
instrument necessary to make delivery under the financial futures contract
or holds common stocks in an amount at least equal in value to the stock
index futures contract.

A "long hedge" is taking a long position in the futures market (that
is, purchasing a financial instrument or a stock index futures contract for
future delivery on a contract market) as a temporary substitute for
purchase of the financial instrument or common stock, respectively, in the
cash market when the Portfolio holds and continues to hold segregated
liquid assets sufficient to take delivery of the financial instrument under
the futures contract.

A "stock index futures contract" is a contract to buy or sell
specified units of a stock index at a specified future date at a price
agreed upon when the contract is made. A unit is the current value of the
contract index. The stock index futures contract specifies that no delivery
of the actual stocks making up the index will take place. Upon the
termination of the contract, settlement is the difference between the
contract price and the actual level of the stock index at the contract
expiration and is paid in cash.

A "financial futures contract" (or an "interest rate futures
contract") is a contract to buy or sell a specified quantity of financial
instruments such as United States Treasury bonds, notes, bills, commercial
paper and bank certificates of deposit, an agreed amount of currencies, or
the cash value of a financial instrument index at a specified future date
at a price agreed upon when the contract is made. Substantially all futures
contracts are closed out before settlement date or call for cash
settlement. A futures contract is closed out by buying or selling an
identical offsetting futures contract which cancels the original contract
to make or take delivery.

It is anticipated that the primary use of stock index futures
contracts will be for a long hedge in order to minimize the impact of cash
balances. For example, a Portfolio may sell stock when a Money Manager
determines that it no longer is a favorable investment, anticipating to
invest the proceeds in different stocks. Until the proceeds are reinvested
in stocks, the Portfolio may purchase a long position in a stock index
futures contract.

The Portfolios may purchase options on futures contracts as an
alternative or in addition to buying or selling futures contracts for
hedging purposes. Options on futures are similar to options on the security
upon which the futures contracts are written except that options on stock
index futures contracts give the purchaser the right, in return for a
premium paid, to assume a position in a stock index futures contract at any
time during the life of the option at a specified price and options on
financial futures contracts give the purchaser the right, in return for a
premium paid, to assume a position in a financial futures contract at any
time during the life of the option at a specified price.

Stock index futures contracts may be used by the Equity Portfolios as
a hedge during or in anticipation of market decline. For example, if the
market was anticipated to decline, stock index futures contracts in a stock
index with a value that correlates with the declining stock value would be
sold (short hedge) which would have a similar effect as selling the stock.
As the market value declines, the stock index future's value decreases,
partly offsetting the loss in value on the stock by enabling the Portfolio
to repurchase the futures contract at a lower price to close out the
position.

Financial futures contracts may be used by the Bond Portfolios,
Municipal Portfolio and the International Fixed-Income Portfolio as a hedge
during or in anticipation of interest rate changes. For example, if
interest rates were anticipated to rise, financial futures contracts would
be sold (short hedge) which have a similar effect as selling bonds. Once
interest rates increase, fixed-income securities held in a Portfolio's
portfolio would decline, but the futures contract value decreases, partly
offsetting the loss in value of the fixed-income security by enabling the
Portfolio to repurchase the futures contract at a lower price to close out
the position.

The Portfolios may purchase a put option on a stock index futures
contract instead of selling a futures contract in anticipation of market
decline. Purchasing a call option on a stock index futures contract is used
instead of buying a futures contract in anticipation of a market advance,
or to temporarily create an equity exposure for cash balances until those
balances are invested in equities. Options on financial futures are used in
similar manner in order to hedge portfolio securities against anticipated
changes in interest rates.

There are certain investment risks in using futures contracts as a
hedging technique. One risk is the imperfect correlation between the price
movement of the futures contracts and the price movement of the portfolio
securities that are the subject of the hedge. The degree of imperfection of
correlation depends upon circumstances such as: variations in speculative
market demand for futures and for debt securities and currencies, and
differences between the financial instruments being hedged and the
instruments underlying the futures contracts available for trading with
respect to interest rate levels and maturities. Another risk is that a
liquid secondary market may not exist for a futures contract, causing a
Portfolio to be unable to close out the futures contract and thereby
affecting a Portfolio's hedging strategy.

Limitations on Futures and Options Transactions. The Fund has filed
a notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
("CFTC") and the National Futures Association, which regulate trading in
the futures markets. Pursuant to Section 4.5 of the regulations under the
Commodity Exchange Act, the notice of eligibility includes the following
representations:

(a) The Fund will use commodity futures contracts and options solely
for bona fide hedging purposes within the meaning of CFTC regulations;
provided that the Fund may hold long positions in commodity futures
contracts or options that do not fall within the definition of bona fide
hedging transactions if the positions are used as part of the Fund
management strategy and are incidental to the Fund's activities in the
underlying cash market, and the underlying commodity value of the positions
at all times will not exceed the sum of (i) cash or U.S. dollar-denominated
high quality short-term money market instruments set aside in an
identifiable manner, plus margin deposits, (ii) cash proceeds from existing
investments due in 30 days, and (iii) accrued profits on the positions held
by a futures commission merchant; and

(b) The Fund will not enter into any commodity futures contract or
options if, as a result, the sum of initial margin deposits on commodity
futures contracts or options the Fund has purchased, after taking into
account unrealized profits and losses on such contracts, would exceed 5% of
the Fund's total assets.

Foreign Currency Transactions. The International Equity Portfolio
and International Fixed-Income Portfolio (collectively, the "International
Portfolios") may enter into foreign currency transactions. The value of the
assets of the International Portfolios as measured in U.S. dollars may be
affected favorably or unfavorably by changes in foreign currency exchange
rates and exchange control regulations, and the International Portfolios
may incur costs in connection with conversions between various currencies.
The International Portfolios will conduct foreign currency exchange
transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market, or through forward
contracts to purchase or sell foreign currencies. A forward foreign
currency exchange contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days
("term") from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are traded directly
between currency traders (usually large commercial banks) and their
customers.

The International Portfolios may enter into forward foreign currency
exchange contracts when the Money Managers determine that the best
interests of the International Portfolios will be served. When the
International Portfolios enter into a contract for the purchase or sale of
a security denominated in a foreign currency, they may desire to establish
the U.S. dollar costs or proceeds. By entering into a forward contract in
U.S. dollars for the purchase or sale of the amount of foreign currency
involved in an underlying security transaction, the International
Portfolios will be able to protect against possible losses between trade
and settlement dates resulting from an adverse change in the relationship
between the U.S. dollar and such foreign currency. Such contracts may limit
potential gains which might result from a possible change in the
relationship between the U.S. dollar and such foreign currency.

When a Money Manager believes that the currency of a particular
foreign country may suffer a substantial decline against the U.S. dollar,
it may enter into a forward contract to sell an amount of foreign currency
approximating the value of some or all of the International Portfolios'
portfolio securities denominated in such foreign currency. The forecasting
of short-term currency market movement is extremely difficult and the
successful execution of a short-term hedging strategy is highly uncertain.
An International Portfolio will not enter into such forward contracts on a
regular basis or continuous basis if the International Portfolio would have
more than 25% of its gross assets denominated in the currency of the
contract or 10% of the value of its total assets committed to such
contracts, where the International Portfolio would be obligated to deliver
an amount of foreign currency in excess of the value of the International
Portfolio's portfolio securities or other assets denominated in that
currency. Under normal circumstances, consideration of the prospect for
currency parities will be incorporated into the longer term investment
decisions made with regard to overall diversification strategies. The
International Portfolios' Custodian will segregate cash, equity or debt
securities in an amount not less than the value of the International
Portfolios' total assets committed to foreign currency exchange contracts
entered into under this second type of transaction.

It is impossible to forecast with absolute precision the market value
of portfolio securities at the expiration of the contract. Accordingly, it
may be necessary for the International Portfolios to purchase additional
foreign currency on the spot market (and bear the expense of such
purchases) if the market value of the security is less than the amount of
foreign currency the International Portfolios are obligated to deliver and
if a decision is made to sell the security and make delivery of the foreign
currency. Conversely, it may be necessary to sell on the spot market some
of the foreign currency received upon the sale of the portfolio security if
its market value exceeds the amount of foreign currency the International
Portfolios are obligated to deliver.

This method of protecting the value of the International Portfolios'
portfolio securities against a decline in the value of the currency does
not eliminate fluctuations in the underlying prices of the securities. It
establishes a rate of exchange which one can achieve at some future point
in time. Although such contracts tend to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time, they tend to
limit any potential gain which might result should the value of such
currency increase.

U.S. Government Obligations. The types of U.S. Government
obligations in which the Portfolios may at times invest include: (1) a
variety of United States Treasury obligations, which differ only in their
interest rates, maturities and times of issuance, i.e., United States
Treasury bills having a maturity of one year or less, United States
Treasury notes having maturities of one to ten years, and United States
Treasury bonds generally having maturities of greater than ten years; (2)
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities which are supported by any of the following: (a) the
full faith and credit of the United States Treasury (such as GNMA
Participation Certificates), (b) the right of the issuer to borrow an
amount limited to a specific line of credit from the United States
Treasury, (c) discretionary authority of the U.S. Government agency or
instrumentality, or (d) the credit of the instrumentality (examples of
agencies and instrumentalities are: Federal Land Banks, Farmers Home
Administration, Central Bank for Cooperatives, Federal Intermediate Credit
Banks, Federal Home Loan Banks and FNMA). No assurance can be given that
the U.S. Government will provide financial support to such U.S. Government
agencies or instrumentalities described in (2)(b), (2)(c) and (2)(d) in the
future, other than as set forth above, since it is not obligated to do so
by law. The Portfolios may purchase U.S. Government obligations on a
forward commitment basis.

Variable and Floating Rate Securities. A floating rate security is
one whose terms provide for the automatic adjustment of interest rate
whenever a specified interest rate changes. A variable rate security is one
whose terms provide for the automatic establishment of a new interest rate
on set dates. The interest rate on floating rate securities is ordinarily
tied to and is a percentage of the prime rate of a specified bank or some
similar objective standard, such as the 90-day United States Treasury bill
rate, and may change as often as twice daily. Generally, changes in
interest rates on floating rate securities will reduce changes in the
security's market value from the original purchase price, resulting in the
potential for capital appreciation or capital depreciation being less than
for fixed-income obligations with a fixed interest rate.

The U.S. Government Money Portfolio may purchase variable rate U.S.
Government obligations which are instruments issued or guaranteed by the
U.S. Government, or any agency or instrumentality thereof, which have a
rate of interest subject to adjustment at regular intervals but less
frequently than annually. Variable rate U.S. Government obligations on
which interest is readjusted no less frequently than annually will be
deemed to have a maturity equal to the period remaining until the next
readjustment of the interest rate.

The Portfolios may purchase floating and variable rate demand notes
and bonds, which are obligations ordinarily having stated maturities in
excess of 397 days, but which permit the holder to demand payment of
principal at any time, or at specified intervals not exceeding 397 days, in
each case upon not more than 30 days' notice. Variable rate demand notes
include master demand notes which are obligations that permit a Portfolio
to invest fluctuating amounts, which may change daily without penalty,
pursuant to direct arrangements between the Portfolio, as lender, and the
borrower. The interest rates on these notes fluctuate from time to time.
The issuer of such obligations normally 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 of such obligations. 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. Frequently, such obligations are
collateralized by letters of credit or other credit support arrangements
provided by banks. 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, a
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 its Money Manager determines that at the
time of investment the obligations are of comparable quality to the other
obligations in which the Portfolio may invest. The Money Manager of a
Portfolio will consider on an ongoing basis the creditworthiness of the
issuers of the floating and variable rate demand obligations held by the
Portfolio.

Inverse Floaters. Although to date the Portfolios have not invested
in inverse floaters, and no investment manager anticipates investing in
inverse floaters, the Bond Portfolios, the International Portfolios, and
the Municipal Portfolio may invest up to 5% of their net assets in inverse
floaters. Inverse floaters are securities with a variable interest rate
that varies in inverse proportion to the direction of an interest rate, or
interest rate index. Inverse floaters have significantly greater risk than
conventional fixed-income instruments. When interest rates are declining,
coupon payments will rise at periodic intervals. This rise in coupon
payments causes rapid dramatic increases in prices compared to those
expected from conventional fixed-income instruments of similar maturity.
Conversely, during times of rising interest rates, the coupon payments will
fall at periodic intervals. This fall in coupon payments causes rapid
dramatic decreases in prices compared to those expected from conventional
fixed-income instruments of similar maturity. If the Bond Portfolios, the
International Portfolios, or the Municipal Portfolio invest in inverse
floaters, they will treat inverse floaters as illiquid securities except
for (i) inverse floaters issued by U.S. Government agencies and
instrumentalities backed by fixed-rate mortgages, whose liquidity is
monitored by Bennington and the Money Managers for the Portfolios subject
to the supervision of the Board of Directors or (ii) where such securities
can be disposed of promptly in the ordinary course of business at a value
reasonably close to that used in the calculation of net asset value per
share.
<PAGE>
Privately-Issued STRIP Securities. The Portfolios may invest in
principal portions or coupon portions of U.S. Government Securities that
have been separated (stripped) by banks, brokerage firms, or other entities
("privately-issued STRIPS"). Stripped securities are usually sold
separately in the form of receipts or certificates representing undivided
interests in the stripped portion and are not considered to be issued or
guaranteed by the U.S. Government. Stripped securities may be more volatile
than non-stripped securities. No Portfolio will invest more than 5% of its
net assets in privately-issued STRIPS.

<PAGE>
<TABLE>
<CAPTION>
MANAGEMENT OF THE FUND

The Board of Directors is responsible for overseeing generally the
operation of the Fund. The officers are responsible for the day-to-day
management and administration of the Fund's operations.

Name and Position with Principal Occupations
Address Age the Fund During Past Five Years
________ ___ _____________ _____________________________
<S> <C> <C> <C>
*<F2> J. Anthony Whatley, III**<F3> 52 Director, President and Executive Director,
1420 Fifth Avenue Principal Executive Bennington Capital
Seattle, WA Officer Management L.P. since April
1991; President, Bennington
Management Associates, Inc.
since April 1991; President,
Northwest Advisors, Inc. since
1990; Senior Vice President and
Director of Sales and Marketing,
Frank Russell Company (asset
strategy consultant) from 1986
to 1990.

George G. Cobean, III 57 Director Partner, Martinson, Cobean &
1607 South 341st Place Associates, P.S. (certified
Federal Way, WA public accountants) since 1973.

Geoffrey C. Cross 55 Director President, Geoffrey C. Cross
252 Broadway P.S., Inc., (general practice of
Tacoma, WA law) since 1970.
<PAGE>
*<F2> James A. Kraft 44 Director and Vice Vice President, Bennington
1420 Fifth Avenue President Capital Management L.P. since
Seattle, WA April 1991; Systems Analyst,
Frank Russell Investment
Management Company (investment
adviser) from 1985 to 1991.

Ravindra A. Deo 32 Vice President, Director and Vice President,
1420 Fifth Avenue Treasurer and Northwest Avisors, Inc. since
Seattle, WA Principal Financial July 1993; Vice President and
and Accounting Officer Investment Officer, Bennington
Capital Management L.P. since
January 1992; Senior Vice
President, Leland O'Brien
Rubenstein Associates
Incorporated (investment adviser)
from 1986 to 1991.

Linda V. Whatley**<F3> 37 Vice President and Director, Secretary and
1420 Fifth Avenue Secretary Treasurer of Northwest Advisors,
Seattle, WA Inc. since July 1993; Vice
President, Bennington Capital
Management L.P. since April 1991;
Secretary since April 1991 and
Director and Treasurer since
June 1992 of Bennington
Management Associates, Inc.;
Student, University of
Washington MBA Program from 1987
to 1990; Vice President,
Russell Analytical Services,
Frank Russell Company (asset
strategy consultant) from 1984
to 1987.

<PAGE>
Robert J. Harper 51 Vice President Vice President, Bennington
Capital Management L.P. since
October 1993; President,
National Training Program since
January 1980.

Bruce Joel King 38 Assistant Secretary and Vice President, Bennington
Chief Compliance Capital Management L.P. since
Officer April 1994; Securities and
and Exchange Commission
from 1984 to 1994.
_______________________________
*<F2> These Directors are "Interested Persons" by virtue of their employment
by and/or indirect interest in Bennington.
**<F3> J. Anthony Whatley, III and Linda V. Whatley are husband and wife.

</TABLE>
<PAGE>
The following table shows the compensation paid by the Fund to the
Directors during the fiscal year ended December 31, 1994:
<TABLE>
<CAPTION>
COMPENSATION TABLE

Pension or Total
Aggregate Retirement Benefits Estimated Annual Compensation
Compensation Accrued as part of Benefits Upon from Fund Paid to
Director from the Fund Fund Expenses Retirement Board Members
________ _____________ ___________________ ________________ _________________

<S> <C> <C> <C> <C>
J. Anthony Whatley III None None None None
James A. Kraft None None None None
George G. Cobean III $4,000.00 None None $4,000.00
Geoffrey C. Cross $4,000.00 None None $4,000.00

</TABLE>
<PAGE>

Directors who are not "interested persons" of the Fund are paid fees
of $1,000 per meeting plus out-of-pocket costs associated with attending
Board meetings. Directors employed by Bennington have agreed that, if their
employment with Bennington is terminated for any reason, and a majority of
the remaining Directors of the Fund so request, they will be deemed to have
resigned from the Board of Directors upon being informed of such vote. The
Fund's officers and employees are paid by Bennington and receive no
compensation from the Fund.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of September 1, 1995, KEITHCO, account nominee for Regions Banks,
1807 Tower Drive, Monroe, LA 71211-7232 was the owner of record of 11.04%,
20.85%, 14.90%, 5.10% and 11.26% of the Growth, Value and Income,
Intermediate Fixed-Income, Short-Intermediate Fixed-Income and Municipal
Portfolios, respectively.

As of September 1, 1995, OneDun, account nominee for First American
Bank, 218 West Main Street, Dundee, IL 60118 was the owner of record of
10.52%, 9.16% and 6.15% of the Growth, and Value and Income and
Intermediate Fixed-Income Portfolios, respectively.

As of September 1, 1995, Twin City Bank Trust Department, 401 West
Capital, Suite 100, North Little Rock, AR 72201 was the owner of record of
8.25%, 5.94% and 6.41% of the Growth, Value and Income and Municipal
Portfolios, respectively.

As of September 1, 1995, Anbee & Company, account nominee for
GreatBanc Trust Company, 105 East Galena Blvd., Aurora, IL 60505 was the
owner of record of 5.49%, 8.54% and 8.47% of Growth, Small to Mid Cap
(formerly referred to as the Small Cap Portfolio), International Equity and
Intermediate Fixed-Income Portfolios, respectively.

As of September 1, 1995, Stap & Company, account nominee for National
Westminster Bankcorp., 2 Montgomery Street, Jersey City, NJ 07302 was the
owner of record of 8.09%, 8.08%, 45.72%, 72.28% and 5.20% of the Growth,
Value and Income, Small to Mid Cap (formerly the Small Cap Portfolio),
International Equity and Municipal Portfolios, respectively.

As of September 1, 1995, Zions First National Bank, One South Main
Street, Salt Lake City, UT 84130 was the owner of record of 48.55%, 80.30%,
54.27%, 95.87% and 70.80% of the Intermediate Fixed-Income,
Short-Intermediate Fixed-Income, Mortgage Securities, U. S. Government
Money and Municipal Portfolios, respectively.

As of September 1, 1995, North Carolina Trust Company, 301 North Elm
Street, Greensboro, NC 27402-1108 was the owner of record of 28.12% of the
Mortgage Securities Portfolio.

As of September 1, 1995, J. Anthony Whatley III owned 1.16% of the
Value and Income Portfolio. The other Directors and officers of the Fund,
as a group, beneficially owned less than 1% of the shares of each
Portfolio.

If a meeting of the shareholders were called, the above-listed
shareholders, if voting together, may, as a practical matter, have
sufficient voting power to exercise control over the business, policies and
affairs of the Fund and, in general, determine certain corporate or other
matters submitted to the shareholders for approval, such as a change in the
Portfolios' investment policies or Money Manager, all of which may
adversely affect the net asset value of the Fund. As with any mutual fund,
certain shareholders of a Portfolio could control the results of voting in
certain instances. For example, a vote by certain majority shareholders
changing the Portfolio's investment objective could result in dissenting
minority shareholders withdrawing their investments and a corresponding
increase in costs and expenses for the remaining shareholders.
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES

SERVICE PROVIDERS
The Portfolios' necessary day-to-day operations are performed by
separate business organizations under contract to the Fund. The principal
service providers are:

Manager, Administrator Bennington Capital Management L.P.

Transfer Agent, Registrar State Street Bank and Trust Company
and Dividend Disbursing Agent

Custodians PNC Bank, N.A., and State Street
Bank and Trust Company

Sub-Administrator PFPC, Inc.

Money Managers Nine professional discretionary
investment management organizations
and Bennington Capital Management, L.P.

Manager and Administrator
Bennington is the manager and administrator of the Fund, pursuant to
a Management Agreement with the Fund. Bennington provides or oversees the
provision of all general management, administration, investment advisory
and portfolio management services for the Fund. Bennington provides the
Fund with office space and equipment, and the personnel necessary to
operate and administer the Portfolios' business and to supervise the
provision of services by third parties such as the Money Managers, PFPC,
Inc. ("PFPC"), PNC Bank N.A. ("PNC") and State Street Bank and Trust
Company ("State Street") that serve as the sub-administrator, custodian and
transfer agent, registrar and dividend disbursing agent. Bennington also
develops the investment programs for the Portfolios, selects Money Managers
for certain Portfolios (subject to approval by the Board of Directors),
allocates assets among Money Managers, monitors the Money Managers'
investment programs and results, and may exercise investment discretion
over Portfolios and assets invested in the Portfolios' liquidity reserves,
or other assets not assigned to a Money Manager. Bennington currently
invests all the assets in the U.S. Government Money Portfolio. See
"Investment Restrictions, Policies and Risk Considerations -- Investment
Policies -- Liquidity Reserves."

Under the Management Agreement, Bennington has agreed not to withdraw
from the Fund the use of the Fund's name. In addition, Bennington may not
grant the use of a name similar to that of the Fund to another investment
company or business enterprise without, among other things, first obtaining
the approval of the Fund's shareholders.

A Management Agreement containing the same provisions as the initial
contract but also providing for payment to Bennington by the Portfolios of
a management fee was approved by the Board of Directors including all of
the Directors who are not "interested persons" of the Fund and who have no
direct or indirect financial interest in the Management Agreement on June
17, 1992, by the shareholder of the Growth, Value and Income, Small to Mid
Cap (formerly referred to as the Small Cap Portfolio) and International
Equity Portfolios on June 17, 1992, by the shareholders of the
Short-Intermediate Fixed-Income, Intermediate Fixed-Income, Mortgage
Securities and U.S. Government Money Portfolios on August 3, 1992, by the
shareholders of the Municipal Portfolio as of January 13, 1994 . The
Management Agreement was renewed by the Board of Directors including all of
the Directors who are not "interested persons" of the Fund and who have no
direct or indirect financial interest in the Management Agreement on
May 24, 1994 and on May 16, 1995.

The general partners of Bennington are Northwest Advisors, Inc.,
Bennington Management Associates, Inc. and Bennington Capital Management
Investment Corp., all of which are Washington corporations. The sole
limited partner of Bennington Capital Management, L.P. is Zions Investment
Management, Inc., a wholly-owned subsidiary of Zions First National Bank,
N.A. The managing general partner of Bennington Capital Management, L.P. is
Bennington Management Associates, Inc., which is controlled by J. Anthony
Whatley, III. The mailing address of Bennington is 1420 Fifth Avenue, Suite
3130, Seattle, Washington 98101.

Bennington's Fees
The schedule below shows fees payable to Bennington as manager and
administrator of the Fund, pursuant to a Management Agreement between
Bennington and the Fund. Each Portfolio pays Bennington a fee equal on an
annual basis to the following percentage of the Portfolio's average daily
net assets.

FEE SCHEDULE FOR PAYMENTS TO BENNINGTON UNDER MANAGEMENT AGREEMENT

Management Fee (as a
percentage of average
Portfolio daily net assets)
_________ ______________________

Growth 0.45%
Value and Income 0.45%
Small Cap 0.60%
International Equity 0.55%
Intermediate Fixed-Income 0.36%
Short-Intermediate Fixed-Income 0.36%
Mortgage Securities 0.36%
U.S. Government Money 0.25%
Municipal Intermediate Fixed-Income 0.36%
International Fixed-Income 0.55%

<PAGE>
Bennington has received the following fees under its Management
Agreement with the Fund, since inception:

FEES PAID TO DATE TO BENNINGTON UNDER MANAGEMENT AGREEMENT

Inception 1-1-93- 1-1-94-
Portfolio to 12-31-92 12/31/93 12/31/94
_________ ___________ ________ _________
<S> <C> <C> <C>

Equity Market 1<F4> $6,736 $29,995 $10,377
Growth $6,012 $26,932 $80,459
Value and Income $5,411 $32,181 $81,349
Small to Mid Cap 2<F5> $8,130 $39,167 $90,212
International Equity 3<F6> $0 $0 $7,035
Intermediate Fixed-Income $12,779 $65,846 $107,493
Short-Intermediate Fixed-Income $15,241 $109,035 $117,591
Mortgage Securities $16,666 $94,747 $116,704
Municipal Intermediate
Fixed-Income 4<F7> $0 $0 $46,495
U.S. Government Money $42,389 $75,297 $42,682
Institutional Investor
Fixed-Income 5<F8> $0 $0 $113,412
International Fixed-Income 6<F9> $0 $0 $0
____________________________
1<F4> Equity Market Portfolio closed April 15, 1994.
2<F5> During the periods indicated referred to as the Small Cap Portfolio.
3<F6> Investment operations commenced October 3, 1994.
4<F7> Investment operations commenced January 13, 1994.
5<F8> Institutional Investor Fixed-Income Portfolio closed August 28, 1995.
6<F9> Investment operations have not yet commenced.

</TABLE>
<PAGE>
Effective September 7, 1994, Bennington also performs certain
subtransfer agent and compliance functions for the Portfolios pursuant to a
Sub-Administration Agreement between Bennington and the Fund. For such
services, Bennington is paid at an annual rate of $30,000 or 0.08% of the
average daily net assets of the Portfolios, whichever is higher, for the
first year and, subject to the approval of the Board of Directors, $50,000
or 0.08% of the average daily net assets of the Portfolios, whichever is
higher, for the second year. During 1994, Bennington waived its
sub-administration fees for the U.S. Government Money Portfolio, the
International Fixed-Income Portfolio, and the International Equity
Portfolio. Pursuant to a Fee Waiver letter dated February 9, 1995,
Bennington had waived its sub-administration fees for 1995 for the same
Portfolios, provided that Bennington may discontinue the waiver at its sole
discretion at any time upon 30 days' written notice to the Fund. Effective
September 15, 1995, Bennington discontinued its fee waiver for the
International Equity Portfolio.
<PAGE>
<TABLE>
<CAPTION>
FEES PAID TO BENNINGTON UNDER
SUB-ADMINISTRATION AGREEMENT

Inception- 9-7-94-
Portfolio 9-6-94 12/31/94
_________ __________ _________
<S> <C> <C>

Growth $0 $9,518.17
Value and Income $0 $9,518.17
Small to Mid Cap 1<F10> $0 $9,518.17
International Equity 2<F11> $0 $0

Intermediate Fixed-Income $0 $9,518.17
Short-Intermediate Fixed-Income $0 $9,518.17
Mortgage Securities $0 $9,518.17
Municipal Intermediate Fixed-Income $0 $9,518.17
U.S. Government Money 2<F11> $0 $0
Institutional Investor Fixed-Income 3<F12> $0 $9,518.17
International Fixed-Income 4<F13> $0 $0
____________________________
1<F10> During the periods indicated referred to as the Small Cap Portfolio.
2<F11> 1994 fee waived by Bennington.
3<F12> Closed August 28, 1995.
4<F13> Investment operations have not yet commenced.

</TABLE>
<PAGE>
Custodians
PNC, Broad & Chestnut Streets, Philadelphia, PA 19101, acts as
custodian of the Portfolios' assets and through an agreement among PNC,
Barclays Bank PLC, 75 Wall Street, New York, NY 10265, and the Fund may
employ sub-custodians outside the United States which have been approved by
the Board of Directors. PNC holds all portfolio securities and cash assets
of the Portfolio and is authorized to deposit securities in securities
depositories or to use the services of sub-custodians. PNC is paid by the
Portfolios an annual fee and also is reimbursed by the Fund for certain
out-of-pocket expenses including postage, taxes, wires, stationery and
telephone.

State Street, 1776 Heritage Drive, North Quincy, Massachusetts,
02171, acts as custodian for investors of the Portfolios with respect to
individual retirement accounts ("IRAs").

Sub-Administrator
PFPC, a Delaware corporation, and an indirect, wholly-owned
subsidiary of PNC, 103 Bellevue Parkway, Wilmington, DE 19809, is the
Fund's sub-administrator. PFPC provides the basic portfolio record-keeping
required by each of the Portfolios for regulatory and financial reporting
purposes. PFPC is paid by the Portfolios an annual fee plus specified
transaction costs per Portfolio for these portfolio record-keeping
services. PFPC also is reimbursed by the Fund for certain out-of-pocket
expenses including postage, taxes, wires, stationery and telephone.

Transfer Agent, Registrar and Dividend Disbursing Agent
State Street serves as transfer agent, registrar and dividend
disbursing agent for the Portfolios. For this service, State Street is paid
by the Portfolios an annual fee equal to the greater of either the contract
minimum fee or a fee based on the number of shareholders. State Street also
is reimbursed by the Fund for certain out-of-pocket expenses including
postage, taxes, wires, stationery and telephone.

Independent Auditors
Deloitte & Touche LLP, Two World Financial Center, New York, NY
10281, serves as the Fund's independent auditors and in that capacity
audits the Fund's annual financial statements.

Fund Counsel
Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019,
serves as the Fund's outside legal counsel.

Money Managers
The Money Manager for the U.S. Government Money Portfolio was
terminated on September 7, 1994. Currently, Bennington invests all of the
assets of the U.S. Government Money Portfolio. Each other Portfolio of the
Fund currently has one Money Manager investing all or part of its assets.
Bennington also invests each Portfolio's liquidity reserves, and all or any
portion of the Portfolio's other assets not assigned to a Money Manager.

The Money Managers selected by Bennington have no affiliation with or
relationship to the Fund or Bennington other than as discretionary managers
for each Portfolio's assets, except as described below. State Street, the
Money Manager for the Growth Portfolio, also acts as the Portfolios'
transfer agent, registrar and dividend disbursing agent. Also, BlackRock,
Money Manager of the Mortgage Securities Portfolio, was acquired by PNC
effective February 28, 1995. PNC acts as the custodian to the Fund and is
affiliated with PFPC, which acts as a sub-administrator to the Fund. In
addition, some Money Managers and their affiliates may effect brokerage
transactions for the Portfolios. See "Portfolio Transaction
Policies--Brokerage Allocations."

The Money Manager agreements for the Growth, Value and Income, Small
to Mid Cap (formally Small Cap), International (now International Equity),
Intermediate Fixed-Income, Short-Intermediate Fixed-Income, Mortgage
Securities and U.S. Government Money Portfolios were approved by the Board
of Directors, including all of the Directors who are not "interested
persons" of the Fund and who have no direct or indirect interest in the
Money Manager agreements, on March 19, 1992, and by the sole shareholder of
each of those Portfolios on March 19, 1992. Amended Money Manager
agreements for each of those Portfolios, except the U.S. Government Money
Portfolio, providing for payment of all portfolio management fees to be
made by the Portfolios (rather than having a portion thereof payable by
Bennington) were approved by the Board of Directors, including all the
Directors who are not "interested persons" of the Fund and who have no
direct or indirect interest in the Money Manager agreements, on June 17,
1992, by the shareholder of the Growth, Value and Income, Small to Mid Cap
(1)<F15> and International Equity Portfolios on June 17, 1992, and by the
shareholders of the Intermediate Fixed-Income, Short-Intermediate
Fixed-Income and Mortgage Securities Portfolios on August 3, 1992. Revised
Money Manager agreements for the Equity Market, (2)<F16> Growth, Value and
Income, Small to Mid Cap, Intermediate Fixed-Income,
Short-Intermediate Fixed-Income and Mortgage Securities Portfolios
containing the same terms and conditions as the former agreements for those
portfolios, except for a change in the method of calculating the fees paid
to the Money Managers, were approved by the Board of Directors, including
all the Directors who are not "interested persons" of the Fund and who have
no direct or indirect interest in the Money Manager agreements, on May 17,
1993 and by the shareholders of those portfolios on September 1, 1993. The
Money Manager agreements for the International Fixed-Income Portfolio,
Municipal Portfolio and Institutional Investor Fixed-Income Portfolio
(3)<F17> and the new Money Manager agreement for the International Equity
Portfolio were approved by the Board of Directors, including all Directors
who are not "interested persons" and who have no direct or indirect
interest in the Money Manager agreements, on May 17, 1993. The Money
Manager agreement for the Municipal Portfolio was approved by the
shareholders as of January 13, 1994. The Money Manager agreement for the
Institutional Investor Fixed-Income Portfolio was approved by the sole
shareholder as of January 7, 1994. The Institutional Investor Fixed-Income
Portfolio was closed on August 28, 1995, by a vote of the Board of
Directors of the Fund. The sole shareholder and the Fund entered into a
Plan of Liquidation on August 28, 1995. The Money Manager agreement for the
International Equity Portfolio was approved by the sole shareholder as of
September 30, 1994. The International Fixed-Income Portfolio has not yet
commenced investment operations. The Money Manager agreements for the
Growth, Value and Income, Intermediate Fixed-Income, Short-Intermediate
Fixed-Income and International Equity Portfolios were reviewed by the Board
of Directors at a meeting on August 10, 1995, and renewed for the
forthcoming year. A new Money Manager agreement for the Mortgage Securities
Portfolio providing for the change of ownership of BlackRock was approved
by the Board of Directors, including all the Directors who are not
"interested persons" of the Fund and who have no direct or indirect
interest in the Money Manager agreement, on November 10, 1994, and by the
shareholders of the Mortgage Securities Portfolio at a Special Meeting of
Shareholders held on January 27, 1995. A new Money Manager agreement for
the Small to Mid Cap Portfolio in connection with a change in Money Manager
to Symphony Asset Management, Inc. was approved by the Board of Directors,
including all the Directors who are not "interested persons" of the Fund
and who have no direct or indirect interest in the Money Manager agreement,
on June 15, 1995, and by the shareholders of the Small to Mid Cap Portfolio
at a Special Meeting of Shareholders held on August 15, 1995. A new Money
Manager agreement for the Value and Income Portfolio in connection with the
proposed change of ownership of Martingale Asset Management L.P.
("Martingale") was approved by the Board of Directors, including all the
Directors who are not "interested persons" of the Fund and who have no
direct or indirect interest in the Money Manager agreement, on June 15,
1995, and by the shareholders of the Value and Income Portfolio at a
Special Meeting of Shareholders held on August 15, 1995. It is anticipated
by Martingale that the proposed change of ownership will occur prior to the
end of 1995.

(1)<F15> Effective September 15, 1995, the name of the Small Cap Portfolio
was changed to Small to Mid Cap Portfolio. </F15>
(2)<F16> Closed April 14, 1994. </F16>
(3)<F17> Closed August 28, 1995. </F17>

Listed below are the Money Managers selected by Bennington to invest
certain of the Portfolios' assets:

. State Street Global Advisors, an area of State Street, is the
Money Manager for the Growth Portfolio and was the Money Manager
of the U.S. Government Money Portfolio until September 7, 1994.
State Street is a Massachusetts trust company and a wholly-owned
subsidiary of State Street Boston Corporation, a publicly held
bank holding company. State Street will use its matrix equity
strategy for the Growth Portfolio, which it has applied to
investments since 1984. The strategy involves taking a universe
of approximately 1,200 securities and systematically ranking
each according to two criteria: fundamental value and earnings
estimate revisions. Rising earnings estimates imply improving
expectations for a company's performance. Fundamental value
analyzes each company's future growth expectations relative to
its current stock price. Issues that appear relatively
undervalued with improving earnings estimates are selected for
the portfolio. The Money Manager expects to maintain a
well-diversified portfolio of stocks in the Growth Portfolio,
holding market representation in all major economic sectors. As
of June 30, 1995, State Street managed assets of approximately
$156.8 billion, providing complete global investment management
services from offices in the United States, London, Sydney, Hong
Kong, Tokyo, Toronto, Luxembourg, Melbourne, Montreal and Paris.

. Martingale Asset Management, L.P. ("Martingale") is the Money
Manager for the Value and Income Portfolio. Martingale is a
Delaware limited partnership which consists of one general
partner, Martingale Corp., and five limited partners. Arnold S.
Wood and William E. Jacques each own 26.5% of the corporate
general partner and are active in the management of the firm.
Martingale emphasizes diversified individual stocks which it
believes will eventually produce smooth results, rather than
focusing on certain investment characteristics or industries.
The firm uses a proprietary pricing model which appraises stocks
based on each stock's earnings, dividends, assets, growth and
risk. In seeking to derive a theoretical value of each
individual issue, Martingale utilizes a cross-sectional
regression model. Industry and risk characteristics are
controlled through rigorous portfolio construction. As of June
30, 1995, Martingale managed assets of approximately $444.9
million. On May 3, 1995, certain partners of Martingale (the
"Sellers") entered into a Purchase Agreement with Commerz
International Capital Management GmbH ("CICM") headquartered in
Frankfurt, Germany, to sell for cash a 60% partnership interest
in Martingale to CICM, or an affiliate (the "Transaction"). CICM
presently anticipates that it will organize a Delaware
corporation as a subsidiary for the purpose of holding its
interests in Martingale. The Transaction is subject to various
closing conditions, including approval by the Board of Governors
of the Federal Reserve System of the indirect acquisition of the
60% partnership interest in Martingale by Commerzbank AG
("Commerzbank"), the parent company of CICM, receipt of required
consents in respect of investment advisory agreements with
clients of Martingale, amendment and restatement of the limited
partnership agreement for Martingale in a form acceptable to the
parties to the Transaction, and entry by the Management Sellers
into employment agreements in a form satisfactory to CICM for an
initial term of three years from the date of the closing. Under
the terms of the employment agreements, each individual
Management Seller is expected to continue to be responsible for
managing the day-to-day affairs of Martingale, including
carrying out Martingale's responsibilities with respect to the
Value and Income Portfolio. The Transaction is expected to close
in the fourth quarter of 1995, but if the Transaction does not
close on or before December 31, 1995, the Purchase Agreement may
be terminated by CICM or the Sellers. If the closing of the
Transaction does occur in accordance with the terms of the
Purchase Agreement, the parties intend for Martingale to retain
its name and continue to operate out of its Boston office.
Moreover, no change in Martingale's personnel is expected. On
August 15, 1995, the shareholders of the Value and Income
Portfolio approved a new Money Manager agreement to be effective
with the change of control of Martingale.

. Smith Barney Capital Management is the Money Manager for the
Intermediate Fixed-Income Portfolio. Smith Barney Capital
Management is a division of Smith Barney, a wholly-owned
subsidiary of Travelers Incorporated, a publicly-held company of
which there are no controlling persons, as defined under the
Investment Company Act. Smith Barney Capital Management has
adopted a fixed-income management philosophy which emphasizes
adding value through active sector and security selection while
eliminating interest rate risk by matching the duration of the
benchmark. The firm's philosophy incorporates three objectives:
1) to be active core managers; 2) to provide a stable source of
value over index returns; and 3) to base its techniques on
theoretical disciplines of stratified sampling. Smith Barney
Capital Management believes that it can add value by
neutralizing interest rate risk and concentrating on exploiting
inefficiencies and anomalies that arise between different
sectors and securities. The first step in its active structured
fixed-income process is to assist in determining the most
appropriate index which will serve as the benchmark for the
portfolio. Smith Barney Capital Management then ascertains the
critical characteristics of the index such as duration,
convexity, quality, sector breakdown, etc. The portfolio is
constructed to match the duration of the index, thereby
attempting to eliminate interest rate risk. Smith Barney Capital
Management then quantitatively identifies the undervalued
sectors of the market, weighting portfolios in those areas. The
next step is to find and invest in the undervalued securities
within the sectors. Value is added via curve analysis,
inter-sector and intra-sector rotation, and security swaps. As
of June 30, 1995, Smith Barney Capital Management managed assets
of approximately $12 billion.

. Symphony Asset Management, Inc. ("Symphony") is the Money
Manager of the Small To Mid Cap Portfolio. Until September 15,
1995, Wells Fargo Nikko Investment Advisors ("WFNIA") was the
Money Manager for the Small Cap Portfolio. On June 15, 1995,
WFNIA resigned as Money Manager for the Small Cap Portfolio. The
Board of Directors approved the appointment of Symphony Asset
Management, Inc. ("Symphony") as the new Money Manager for the
Small to Mid Cap Portfolio and the shareholders of the Small Cap
Portfolio approved the Money Manager agreement among the Fund,
Bennington and Symphony at a Special Meeting of Shareholders
held on August 15, 1995. Symphony began management of the Small
To Mid Cap Portfolio on September 15, 1995. Symphony is a
California corporation founded in March, 1994. Symphony is
registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and is registered with the
State of California. Symphony is a wholly-owned subsidiary of
BARRA, Inc. ("BARRA"), a California corporation, which is
registered as an investment adviser with the Securities and
Exchange Commission and the California Department of
Corporations, and as a publicly traded corporation under Section
12(g) of the Securities Exchange Act of 1934, as amended. BARRA
is one of the world's leading suppliers of analytical financial
software and has pioneered many of the techniques used in
systematic investment management, including active management
based on so-called factor return predictions. Symphony is an
investment management firm dedicated to exploiting information
inefficiencies in global financial markets. Symphony has
developed an approach to investing that combines the qualities
of both systematic and traditional investment management.
Symphony's process begins with a factor-return-based valuation
model identifying securities that are relatively under- or
over-valued. Symphony's factor model is the product of a decade
of work by BARRA's active strategies group and has been used as
the basis for much of BARRA's successful subadvisory business.
As of June 30, 1995, Symphony managed assets of approximately
$100 million and subadvised assets of approximately $485
million.

. Nicholas-Applegate Capital Management ("Nicholas-Applegate") is
the Money Manager for the International Equity Portfolio.
Nicholas-Applegate is a California limited partnership and is a
registered investment adviser whose sole general partner is
Nicholas-Applegate Capital Management Holdings, L.P., a
California limited partnership controlled by Arthur E. Nicholas.
Nicholas-Applegate uses growth stock selection disciplines,
focusing on earnings acceleration, sustainable growth, and
positive relative price strength. Their systems driven process
is designed to add substantial value over individual country
returns. As of June 30, 1995, Nicholas-Applegate managed assets
of approximately $26 billion.

. Bankers Trust Company ("Bankers Trust") is the Money Manager of
the Short-Intermediate Fixed-Income Portfolio. Bankers Trust,
through its Investment Group, is a wholly-owned subsidiary of
Bankers Trust New York Corporation, a public company. The
organization has achieved recognition for its broad array of
investment products which embrace traditional active strategies
as well as state-of-the-art passive and quantitative techniques
and are applied to capital markets on a worldwide basis. Through
principal investment management units located in New York,
London, Tokyo and Sydney, as well as satellite groups in Hong
Kong and Zurich, Bankers Trust Company managed as of June 30,
1995 over approximately $174.4 billion of assets for a wide
variety of clients.

. BlackRock Financial Management, Inc. ("BlackRock") is the Money
Manager of the Mortgage Securities Portfolio. BlackRock
(formerly BlackRock Financial Management L.P.) is a Delaware
corporation which is a wholly-owned subsidiary of PNC Asset
Management Group, Inc., which is a wholly-owned indirect
subsidiary of PNC Bank, N.A. ("PNC"). PNC is a commercial bank
whose principal office is in Pittsburgh, PA and is wholly-owned
by PNC Bank Corp., a bank holding company. BlackRock's
philosophy is centered around two fundamental concepts: (i)
duration targeting and (ii) relative value sector and security
selection. Portfolios are managed in a narrow band around a
duration target determined by the client. Specific investment
decisions are made using a relative value approach that
encompasses both fundamental and technical analysis. In
implementing its strategy, BlackRock utilizes macroeconomic
trends, supply/demand analysis, yield curve structure and
trends, volatility analysis, and security specific
option-adjusted spreads (OAS). BlackRock's Investment Strategy
Committee has primary responsibility for setting the broad
investment strategy and for overseeing the ongoing management of
all client portfolios. BlackRock serves as investment adviser to
fixed-income investors in the United States and overseas through
funds and institutional accounts with combined total assets at
June 30, 1995 of approximately $32 billion. Effective February
28, 1995, BlackRock was acquired by PNC. The Fund entered into a
Money Manager agreement with BlackRock after soliciting and
receiving shareholder approval at a Special Meeting of
Shareholders of the Mortgage Securities Portfolio on January 27,
1995, pursuant to Section 15 of the Investment Company Act.

. Lazard Freres Asset Management ("Lazard Freres") is the Money
Manager for the Municipal Intermediate Fixed-Income Portfolio.
Lazard Freres is a division of Lazard Freres & Co. LLC, a New
York limited liability company and is a registered investment
adviser. Lazard Freres' fixed income management style seeks to
achieve returns that exceed those of a selected tax-exempt
benchmark while using the benchmark duration to control risk.
Enhanced returns are sought through yield curve, sector, quality
spread and credit analysis. This systematic valuation process is
used to construct a diversified portfolio of undervalued
tax-exempt securities with a high potential for superior total
return and low risk. As of June 30, 1995, Lazard Freres managed
assets of approximately $27 billion.

. OFFITBANK is the Money Manager of the International Fixed-Income
Portfolio. OFFITBANK is a New York State chartered trust bank
and is a continuation of the business of Offit Associates, a
registered investment adviser founded in 1983. Offit Associates
converted to a trust bank in July 1990. OFFITBANK's portfolio
strategies are active and stress risk-adjusted rates of return.
Investment opportunities are continuously evaluated and compared
in terms of interest rate, credit and currency risks to ensure
that the potential return appropriately reflects the risk
associated with the investment. The analysis of relative value
among the interrelated global fixed income markets is a primary
consideration when making portfolio investments. OFFITBANK's
fixed income research focuses on analysis of fundamental global
economics and central bank policy, sector analysis between and
within fixed income capital markets, detailed analysis of yield
curves, fundamental credit analysis and country tax and
settlement conventions. As of June 30, 1995, OFFITBANK managed
assets of approximately $6.0 billion.
<PAGE>
Money Managers' Fees
The Money Managers have received the following fees pursuant to their
Money Manager Agreements, since inception:
<TABLE>
<CAPTION>

FEES PAID TO MONEY MANAGERS SINCE INCEPTION

Inception 1/1/93 - 1/1/94-
Portfolio Money Manager to 12/31/92 12/31/93 12/31/94
_________ _____________ ___________ _________ ________
<S> <C> <C> <C> <C>

Equity Market 1<F18> Parametric $3,153 $13,499 $2,286
Growth State Street $2,814 $12,123 $57,313
Value and Income Martingale $2,537 $14,578 $57,935
Small to Mid Cap 2<F19> WFNIA $2,589 $13,247 $36,198
International Equity 3<F20> Nicholas Applegate $0 $0 $5,116
Intermediate Fixed-Income Smith Barney $7,060 $30,510 $53,272
Short-Intermediate Fixed-Income Bankers Trust $8,890 $45,976 $48,991
Mortgage Securities BlackRock $9,357 $42,971 $74,580
Municipal Intermediate Fixed-Income 4<F21> Lazard Freres $0 $0 $19,378
Institutional Investor Fixed-Income 5<F22> Smith Barney $0 $0 $47,252
U.S. Government Money State Street $0 $0 $0
International Fixed-Income 6<F23> OFFITBANK $0 $0 $0
<PAGE>
_________________
1<F18> Equity Market Portfolio closed April 15, 1994.
2<F19> During the periods indicted referred to as the Small Cap Portfolio.
3<F20> Investment operations commenced October 3, 1994.
4<F21> Investment operations commenced January 13, 1994.
5<F22> Institutional Investor Fixed-Income Money Manager terminated
January 1, 1995. Portfolio closed August 28, 1995.
6<F23> Investment operations have not yet commenced.

</TABLE>
<PAGE>
Money Manager Fees. The fees paid to the Money Manager of a Portfolio
are based on the assets of the Portfolio and the number of complete
calendar quarters of management by the Money Manager. For the first five
complete calendar quarters managed by a Money Manager of an operating
Portfolio (other than the U.S. Government Money Portfolio), such Portfolio
will pay its respective Money Manager on a monthly basis the following
annual fee set forth below in "Money Manager Fee Schedule For A Manager's
First Five Calendar Quarters of Management" based on the average daily net
assets of the Portfolio managed by such Money Manager. The Money Managers
for the Growth, Value and Income, Intermediate Fixed-Income,
Short-Intermediate Fixed-Income and Mortgage Securities Portfolios have
completed five calendar quarters. During the first five calendar quarters
of management, the Money Manager Fee has two components, the Basic Fee and
Portfolio Management Fee.

<TABLE>
<CAPTION>
MONEY MANAGER FEE SCHEDULE FOR PORTFOLIOS
MANAGED LESS THAN FIVE COMPLETE CALENDAR QUARTERS BY MANAGER

Portfolio
Portfolio Basic Fee Management Fee Total
_________ _________ ______________ _____
<S> <C> <C> <C>

International Equity 0.20% 0.20% 0.40%
Small to Mid Cap 0.10% 0.10% 0.20%
International Fixed Income *<F24> 0.13% 0.12% 0.25%
____________________________
*<F24> Investment operations have not yet commenced.

</TABLE>
<PAGE>
Commencing with the sixth calendar quarter of management by a Money
Manager of an operating Portfolio, such Portfolio will pay its Money
Manager based on the "Money Manager Fee Schedule For A Money Manager From
The Sixth Calendar Quarter Of Management Forward." The Money Manager Fee
commencing with the sixth quarter consists of two components, the "Basic
Fee" and "Performance Fee."

MONEY MANAGER FEE SCHEDULE FROM A MANAGER'S
SIXTH CALENDAR QUARTER OF MANAGEMENT FORWARD

Average annualized Annualized
performance differential performance
Portfolio Basic Fee vs. the applicable index fee
_________ _________ ________________________ ___________

<S> <C> <C> <C>
Equity Portfolios 0.10% >or= 2.00% 0.22%
>or= 1.00% and <2.00% 0.20%
>or= 0.50% and <1.00% 0.15%
>or= 0.00% and <0.50% 0.10%
>or=-0.50% and <0.00% 0.05%
<-0.50% 0%

International Equity
Portfolio 0.20% >or= 4.00% 0.40%
>or= 2.00% and <4.00% 0.30%
>or= 0.00% and <2.00% 0.20%
>or=-2.00% and <0.00% 0.10%
<-2.00% 0%
<PAGE>
Municipal Portfolio and
Bond Portfolios 0.07% >or= 2.00% 0.18%
>or= 0.50% and <2.00% 0.16%
>or= 0.25% and <0.50% 0.12%
>or=-0.25% and <0.25% 0.08%
>or=-0.50% and <-0.25% 0.04%
<-0.50% 0%

International Fixed-Income
Portfolio 0.13% >or= 2.00% 0.30%
>or= 1.00% and <2.00% 0.24%
>or= 0.50% and <1.00% 0.18%
>or=-0.50% and <0.50% 0.12%
>or=-1.00% and <-0.50% 0.06%
< 1.00% 0%

</TABLE>
<PAGE>
The fee based on annualized performance will be adjusted each quarter and
paid monthly based on the annualized investment performance of each Money
Manager relative to the annualized investment performance of the
"Benchmark Indices" set forth below, which may be changed only with the
approval of the Board of Directors (shareholder approval is not required).
As long as the Domestic Equity, Bond, and Municipal Portfolios' performance
either exceeds the index, or trails the index by no more than .50%, a
Performance Fee will be paid to the applicable Money Manager. As long as
the International Equity Portfolio's performance either exceeds the index,
or trails the index by no more than 2%, a Performance Fee will be paid to
the Money Manager. As long as the International Fixed-Income Portfolio's
performance either exceeds the index, or trails the index by no more than
1%, a Performance Fee will be paid to the Money Manager. A Money Manager's
performance is measured on the portion of the assets of its respective
Portfolio managed by it (the "Account"), which excludes assets held by
Bennington for circumstances such as redemptions or other administrative
purposes.
<PAGE>
<TABLE>
<CAPTION>
BENCHMARK INDICES

Portfolio Index
_________ ______
<S> <C>

Growth S&P/BARRA Growth Index
Value and Income S&P/BARRA Value Index
Small to Mid Cap Wilshire 4500 Index *<F25>
International Equity Morgan Stanley Capital International Europe,
Australia and Far East Stock Market Index
Intermediate Fixed-Income Lehman Brothers Government/Corporate Index
Short-Intermediate Fixed-Income Lehman Brothers Government/Corporate 1-5 Year Index
Mortgage Securities Lehman Brothers Mortgage-Backed Securities Index
Municipal Intermediate Fixed-Income Lehman Brothers 3-15 Year Municipal Index
International Fixed-Income J.P. Morgan 1-5 Non U.S. Short-Term Index
_______________________
*<F25> Effective September 15, 1995, the benchmark Index was changed
from the BARRA Institutional Small Index to the Wilshire 4500
Index.
</TABLE>
<PAGE>
A description of each index is contained in Appendix A to the Equity
Portfolios' Prospectus and the Fixed-Income Portfolios' Prospectus.

From the sixth to the 14th calendar quarter of investment operations,
each Money Manager's performance differential versus the applicable index
is recalculated at the end of each calendar quarter based on the Money
Manager's performance during all calendar quarters since commencement of
investment operations except that of the immediately preceding quarter.
Commencing with the 14th calendar quarter of investment operations, a Money
Manager's average annual performance differential will be recalculated
based on the Money Manager's performance during the preceding 12 calendar
quarters (other than the immediately preceding quarter) on a rolling basis.
A Money Manager's performance will be calculated by Bennington in the same
manner that the total return performance of the Portfolio's index is
calculated, which is not the same method used for calculating the
Portfolio's performance for advertising purposes as described under
"Calculation of Portfolio Performance." See Appendix B to this Statement
of Additional Information for a discussion of how performance fees are
calculated.

The "performance differential" is the percentage amount by which the
Account's performance is greater than or less than that of the relevant
index. For example, if an index has an average annual performance of 10%,
an Equity Portfolio Account's average annual performance would have to be
equal to or greater than 12% for the Money Manager to receive an annual
performance fee of .22% (i.e., the difference in performance between the
Account and the index must be equal to or greater than 2% for an equity
portfolio Money Manager to receive the maximum performance fee.) Because
the maximum Performance Fee for the Domestic Equity, Bond, Municipal, and
International Fixed-Income Portfolios applies whenever a Money Manager's
performance exceeds the Index by 2.00% or more, the Money Managers for
those Portfolios could receive a maximum Performance Fee even if the
performance of the account is negative. Also, because the maximum
Performance Fee for the International Equity Portfolio applies whenever a
Money Manager's performance exceeds the Index by 4.00% or more, the Money
Manager for the International Equity Portfolio could receive a maximum
Performance Fee even if the performance of the account is negative. In
April 1972, the SEC issued Release No. 7113 under the Investment Company
Act (the "Release") to call the attention of directors and investment
advisers to certain factors which must be considered in connection with
investment company incentive fee arrangements. One of these factors is to
"avoid basing significant fee adjustments upon random or insignificant
differences" between the investment performance of a fund and that of the
particular index with which it is being compared. The Release provides that
"preliminary studies (of the SEC staff) indicate that as a 'rule of thumb'
the performance difference should be at least plus or minus 10 percentage
points" annually before the maximum performance adjustment may be made.
However, the Release also states that "because of the preliminary nature
of these studies, the Commission is not recommending, at this time,
that any particular performance difference exist before the maximum
fee adjustment may be made." The Release concludes that the directors
of a fund "should satisfy themselves that the maximum performance
adjustment will be made only for performance differences that can
reasonably be considered significant." The Board of Directors has
fully considered the Release and believes that the performance
adjustments are entirely appropriate although not within the plus or minus
10 percentage points per year range suggested by the Release.

Portfolio Expenses
The Portfolios will pay all their expenses other than those expressly
assumed by Bennington. Fund expenses include: (a) expenses of all audits
and other services by independent public accountants; (b) expenses of the
transfer agent, registrar and dividend disbursing agent; (c) expenses of
the custodian and sub-administrators; (d) expenses of obtaining quotations
for calculating the value of the Portfolios' net assets; (e) expenses of
obtaining Portfolio activity reports and analyses for each Portfolio; (f)
expenses of maintaining each Portfolio's tax records; (g) salaries and
other compensation of any of the Fund's executive officers and employees,
if any, who are not officers, directors, shareholders or employees of
Bennington or any of its partners; (h) taxes levied against the Portfolios;
(i) brokerage fees and commissions in connection with the purchase and sale
of portfolio securities for the Portfolios; (j) costs, including the
interest expense, of borrowing money; (k) costs and/or fees incident to
meetings of the Portfolios, the preparation and mailings of prospectuses
and reports of the Portfolios to their shareholders, the filing of reports
with regulatory bodies, the maintenance of the Fund's existence, and the
registration of shares with federal and state securities authorities; (l)
legal fees, including the legal fees related to the registration and
continued qualification of the Portfolios' shares for sale; (m) costs of
printing stock certificates representing shares of the Portfolios; (n)
Directors' fees and expenses of Directors who are not officers, employees
or shareholders of Bennington or any of its partners; (o) the fidelity bond
required by Section 17(g) of the Investment Company Act, and other
insurance premiums; (p) association membership dues; (q) organizational
expenses; and (r) extraordinary expenses as may arise, including expenses
incurred in connection with litigation, proceedings, other claims, and the
legal obligations of the Fund to indemnify its Directors, officers,
employees and agents with respect thereto. The Portfolios are also
responsible for paying a management fee to Bennington. Additionally, they
pay a Basic Fee and Portfolio Management Fee in the first five quarters of
investment operations to the applicable Money Managers, and a Basic Fee and
Performance Fee in the sixth quarter of investment operations to the
applicable Money Managers, as described below. Certain expenses
attributable to particular Portfolios are charged to those Portfolios, and
other expenses are allocated among the Portfolios affected based upon their
relative net assets.

Bennington has agreed to reimburse the Fund for the amount, if any,
by which the total operating and management expenses (including
Bennington's fee, but excluding interest, taxes, brokerage fees and
commissions and extraordinary expenses) for any fiscal year exceed the
level of expenses which the Portfolios are permitted to bear under the most
restrictive expense limitation (which has not been waived) imposed on
mutual funds by any state in which shares of the Portfolios are qualified
for sale (or Bennington will make other arrangements to limit the
Portfolios' expense to the extent required by applicable state law expense
limitations).

Bennington has subsidized operating expenses other than Bennington's
and Money Managers' fees ("Other Expenses") above certain levels set forth
in the Prospectuses for certain of the Portfolios. For the fiscal year
ended December 31, 1995, Bennington had agreed to continue subsidizing
Other Expenses for the International Fixed-Income and the Municipal
Portfolios, provided that Bennington may discontinue the expense subsidy at
its sole discretion at any time upon 30 days' written notice to the Fund.
These subsidies have caused the yield and total return of the Portfolios to
be higher than would otherwise be the case.

<TABLE>
<CAPTION>
EXPENSES SUBSIDIZED BY BENNINGTON

Inception
to 1/1/93- 1/1/94-
Portfolio 12/31/92 12/31/93 12/31/94
_________ ________ ________ ________
<S> <C> <C> <C>
Equity Market 1<F26> $44,396 $107,752 $ 18,273
Growth $38,513 $ 85,593 $ 13,345
Value and Income $43,553 $100,108 $ 15,523
Small to Mid Cap 2<F27> $55,116 $115,933 $ 60,093
International Equity 3<F28> $0 $0 $ 27,257
Intermediate Fixed-
Income $37,025 $53,046 $ 10,351
Short-Intermediate
Fixed-Income $43,998 $22,156 $ 12,152
Mortgage Securities $42,555 $40,223 $ 12,956
U.S. Government Money $27,899 $96,348 $142,836
Municipal Intermediate
Fixed-Income 4<F29> $0 $0 $110,224
Institutional Investor
Fixed-Income 5<F30> $0 $0 $3,275
International Fixed-
Income 6<F31> $0 $0 $0
_____________________
1<F26> Equity Market Portfolio closed April 15, 1994.
2<F27> During the periods indicated referred to as the Small Cap
Portfolio.
3<F28> Investment operations commenced October 3, 1994.
4<F29> Investment operations commenced January 13, 1994.
5<F30> Institutional Investor Fixed-Income Portfolio closed
August 28, 1995.
6<F31> Investment operations have not yet commenced.
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Fund has adopted a distribution plan (the "Distribution Plan")
pursuant to Rule 12b-1 ("Rule 12b-1") under the Investment Company Act.
Rule 12b-1 provides in substance that an investment company may not engage
directly or indirectly in financing any activity which is primarily
intended to result in the sale of its shares except pursuant to a plan
adopted under Rule 12b-1. The Distribution Plan is designed to protect
against any claim involving the Fund that any portion of the management fee
and some of the expenses which the Fund pays or may pay come within the
purview of Rule 12b-1. The Fund believes it is not financing any such
activity and does not consider such fee or any payment enumerated in the
Distribution Plan as financing any such activity. However, it might be
claimed that a portion of such fee and some of the expenses the Fund pays
come within the purview of Rule 12b-1. If and to the extent that any
payments (including fees) specifically listed in the Distribution Plan are
considered to be primarily intended to result in or are indirect financing
of any activity which is primarily intended to result in the sale of Fund
shares, these payments are authorized under the Distribution Plan.

As used in the Distribution Plan, "Qualified Recipients" means
broker-dealers or others selected by Bennington, including but not limited
to any principal underwriter or underwriters of the Fund (other than a
principal underwriter which is an affiliated person, or an affiliated
person of an affiliated person, of Bennington) with which it has entered
into written agreements ("Related Agreements") contemplated by Rule 12b-1
and which have rendered assistance (whether direct, administrative or both)
in the distribution and/or retention of the Fund's shares or servicing of
shareholder accounts. "Qualified Holdings" means, as to any Qualified
Recipient, all Fund shares beneficially owned by such Qualified Recipient,
or beneficially owned by its customers (brokerage or other) or other
contacts and/or its investment advisory or other clients, if the Qualified
Recipient was, in the sole judgment of Bennington, instrumental in the
purchase and/or retention of such Fund shares and/or in providing
administrative assistance in relation thereto.

The Distribution Plan permits Bennington to make payments ("Permitted
Payments") to Qualified Recipients. These Permitted Payments are made by
Bennington and are not reimbursed by the Fund to Bennington. Permitted
Payments may not exceed, for any fiscal year of the Fund (pro-rated for any
fiscal year which is not a full fiscal year), the following amounts:

<PAGE>
Maximum Permitted
Payments (as a
percentage of average
Portfolio daily net assets)
_________ ______________________

Growth 0.45%
Value and Income 0.45%
Small to Mid Cap 0.60%
International Equity 0.55%
Intermediate Fixed-Income 0.36%
Short-Intermediate Fixed-Income 0.36%
Municipal Intermediate Fixed-Income 0.36%
Mortgage Securities 0.36%
U.S. Government Money 0.25%
International Fixed-Income 0.55%

Bennington shall have sole authority (i) as to the selection of any
Qualified Recipient or Recipients; (ii) not to select any Qualified
Recipient; and (iii) to determine the amount of Permitted Payments, if any,
to each Qualified Recipient, provided that the total Permitted Payments to
all Qualified Recipients do not exceed the amount set forth above.
Bennington is authorized, but not directed, to take into account, in
addition to any other factors deemed relevant by it, the following: (a)
the amount of the Qualified Holdings of the Qualified Recipient; (b) the
extent to which the Qualified Recipient has, at its expense, taken steps in
the shareholder servicing area, including without limitation, any or all of
the following activities: answering customer inquiries regarding account
status and history, and the manner in which purchases and redemptions of
shares of the Fund may be effected; assisting shareholders in designating
and changing dividend options, account designations and addresses;
providing necessary personnel and facilities to establish and maintain
shareholder accounts and records; assisting in processing purchase and
redemption transactions; arranging for the wiring of funds; transmitting
and receiving funds in connection with customer orders to purchase or
redeem shares; verifying and guaranteeing shareholder signatures in
connection with redemption orders and transfers and changes in shareholder
designated accounts; furnishing (either alone or together with other
reports sent to a shareholder by such person) monthly and year end
statements and confirmations of purchases and redemptions; transmitting, on
behalf of the Fund, proxy statements, annual reports, updating prospectuses
and other communications from the Fund to its shareholders; receiving,
tabulating and transmitting to the Fund proxies executed by shareholders
with respect to meetings of shareholders of the Fund; and providing such
other related services as Bennington or a shareholder may request from time
to time; and (c) the possibility that the Qualified Holdings of the
Qualified Recipient would be redeemed in the absence of its selection or
continuance as a Qualified Recipient. Notwithstanding the foregoing two
sentences, a majority of the Independent Directors (as defined below) may
remove any person as a Qualified Recipient.

The Distribution Plan recognizes that, in view of the Permitted
Payments and bearing by Bennington of certain distribution expenses, the
profits, if any, of Bennington are dependent primarily on the management
fees paid by the Fund to Bennington and that its profits, if any, would be
less, or losses, if any, would be increased due to such Permitted Payments
and the bearing by it of such expenses. If and to the extent that any such
management fees paid by the Fund might, in view of the foregoing, be
considered as indirectly financing any activity which is primarily intended
to result in the sale of shares issued by the Fund, the payment of such
fees is authorized by the Distribution Plan.

The Distribution Plan also states that if and to the extent that any
of the payments listed below are considered to be "primarily intended to
result in the sale of" shares issued by the Fund within the meaning of Rule
12b-1, such payments are authorized under the Distribution Plan: (i) the
costs of the preparation of all reports and notices to shareholders and the
costs of printing and mailing such reports and notices to existing
shareholders, irrespective of whether such reports or notices contain or
are accompanied by material intended to result in the sale of shares of the
Fund or other funds or other investments; (ii) the costs of the preparation
and setting in type of all prospectuses and statements of additional
information and the costs of printing and mailing all prospectuses and
statements of additional information to existing shareholders; (iii) the
costs of preparation, printing and mailing of any proxy statements and
proxies, irrespective of whether any such proxy statement includes any item
relating to, or directed toward, the sale of the Fund's shares; (iv) all
legal and accounting fees relating to the preparation of any such reports,
prospectuses, statements of additional information, proxies and proxy
statements; (v) all fees and expenses relating to the registration or
qualification of the Fund and/or its shares under the securities or "Blue
Sky" laws of any jurisdiction; (vi) all fees under the Securities Act and
the Investment Company Act, including fees in connection with any
application for exemption relating to or directed toward the sale of the
Fund's shares; (vii) all fees and assessments of the Investment Company
Institute or any successor organization, irrespective of whether some of
its activities are designed to provide sales assistance; (viii) all costs
of the preparation and mailing of confirmations of shares sold or redeemed
or stock certificates, and reports of share balances; and (ix) all costs of
responding to telephone or mail inquiries of investors or prospective
investors.

The Distribution Plan states that while it is in effect, the
selection and nomination of those Directors of the Fund who are not
"interested persons" of the Fund shall be committed to the discretion of
such disinterested Directors but that nothing in the Distribution Plan
shall prevent the involvement of others in such selection and nomination if
the final decision on any such selection and nomination is approved by a
majority of such disinterested Directors.

The Distribution Plan states that while it is in effect, Bennington
shall report at least quarterly to the Board of Directors in writing for
its review on the following matters: (i) all Permitted Payments made to
Qualified Recipients, the identity of the Qualified Recipient of each
Payment and the purpose for which the amounts were expended; (ii) all costs
of each item specified in the second preceding paragraph (making estimates
of such costs where necessary or desirable) during the preceding calendar
or fiscal quarter; and (iii) all fees of the Fund to Bennington paid or
accrued during such quarter. In addition if any such Qualified Recipient is
an affiliate as that term is defined in the Investment Company Act, of the
Fund, Bennington or a Money Manager, such person shall agree to furnish to
Bennington for transmission to the Board of Directors an accounting, in
form and detail satisfactory to the Board of Directors, to enable the Board
of Directors to make the determinations of the fairness of the compensation
paid to such affiliated person, not less often than annually.

The Distribution Plan defines as the Fund's Independent Directors
those Directors who are not "interested persons" of the Fund as defined in
the Investment Company Act and who have no direct or indirect financial
interest in the operation of the Distribution Plan or in any agreements
related to the Distribution Plan. The Distribution Plan, unless terminated
as hereinafter provided, continues in effect from year to year only so long
as such continuance is specifically approved at least annually by the Board
of Directors and its Independent Directors with votes cast in person at a
meeting called for the purpose of voting on such continuance. In voting on
the implementation or continuance of the Distribution Plan, those Directors
who vote in favor of such implementation or continuance must conclude that
there is a reasonable likelihood that the Distribution Plan will benefit
the Fund and its shareholders. The Distribution Plan may be terminated at
any time by vote of a majority of the Independent Directors or by the vote
of the holders of a "majority" (as defined in the Investment Company Act)
of the outstanding voting securities of the Fund. The Distribution Plan may
not be amended to increase materially the amount of payments to be made
without shareholder approval, and all amendments must be approved in the
manner set forth above as to continuance of the Distribution Plan.

VALUATION OF PORTFOLIO SHARES
The net asset value per share is calculated for each Portfolio on
each business day on which shares are offered or orders to redeem may be
tendered. A business day is one on which both the New York Stock Exchange,
PFPC and State Street are open for business. Non-business days for 1995
will be New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

The International Portfolios' portfolio securities trade primarily on
foreign exchanges which may trade on Saturdays and on days that the
Portfolio does not offer or redeem shares. The trading of portfolio
securities on foreign exchanges on such days may significantly increase or
decrease the net asset value of the Portfolio's shares when the shareholder
is not able to purchase or redeem Portfolio shares.

PORTFOLIO TRANSACTION POLICIES
Generally, securities are purchased for the Portfolios (other than
the U.S. Government Money Portfolio) for investment income and/or capital
appreciation and not for short-term trading profits. However, the
Portfolios may dispose of securities without regard to the time they have
been held when such action, for defensive or other purposes, appears
advisable to their Money Managers.

If a Portfolio changes Money Managers, it may result in a significant
number of portfolio sales and purchases as the new Money Manager
restructures the former Money Manager's portfolio.

Portfolio Turnover Rate. The portfolio turnover rate for each
Portfolio is calculated by dividing the lesser of purchases or sales of
portfolio securities for the particular year, by the monthly average value
of the portfolio securities owned by the Portfolio during the year. For
purposes of determining the rate, all short-term securities are excluded.

Brokerage Allocations. Transactions on United States stock exchanges
involve the payment of negotiated brokerage commissions; on non-United
States exchanges, commissions are generally fixed. There is generally no
stated commission in the case of securities traded in the over-the-counter
markets, including most debt securities and money market instruments, but
the price includes an undisclosed "commission" in the form of a mark-up or
mark-down. The cost of securities purchased from underwriters includes an
underwriting commission or concession.

Subject to the arrangements and provisions described below, the
selection of a broker or dealer to execute portfolio transactions is
usually made by the Money Manager. The Management Agreement and the Money
Manager Agreements provide, in substance and subject to specific directions
from the Board of Directors and officers of Bennington, that in executing
portfolio transactions and selecting brokers or dealers, the principal
objective is to seek the best net price and execution for the Portfolios.
Securities will ordinarily be purchased from the markets where they are
primarily traded, and the Money Manager will consider all factors it deems
relevant in assessing the best net price and execution for any transaction,
including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any (for the specific
transaction and on a continuing basis).

In addition, the Money Manager Agreements authorize Bennington while
exercising investment discretion and the Money Managers, respectively, in
selecting brokers to execute a particular transaction and in evaluating the
best net price and execution, to consider the "brokerage and research
services" (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended) provided to the Portfolios, Bennington
and/or to the Money Manager (or their affiliates). Bennington while
exercising investment discretion and Money Managers are authorized to cause
the Portfolios to pay a commission to a broker who provides such brokerage
and research services for executing a portfolio transaction which is in
excess of the amount of commission another broker would have charged for
effecting that transaction. Bennington, when exercising investment
discretion, or the Money Manager must determine in good faith that the
commission was reasonable in relation to the value of the brokerage and
research services provided in terms of that particular transaction or in
terms of all the accounts over which Bennington or the Money Manager
exercises investment discretion.

In addition, if requested by the Fund, Bennington, when exercising
investment discretion, and the Money Managers may enter into transactions
giving rise to brokerage commissions with brokers who provide brokerage,
research or other services to the Fund or Bennington so long as the Money
Manager believes in good faith that the broker can be expected to obtain
the best price on a particular transaction and the Fund determines that the
commission cost is reasonable in relation to the total quality and
reliability of the brokerage and research services made available to the
Fund, or to Bennington for the benefit of the Fund for which it exercises
investment discretion, notwithstanding that another account may be a
beneficiary of such service or that another broker may be willing to charge
the Fund a lower commission on the particular transaction.

Bennington does not expect the Portfolios ordinarily to effect a
significant portion of the Portfolios' total brokerage business with
brokers affiliated with Bennington or their Money Managers. However, a
Money Manager may effect portfolio transactions for the Portfolio assigned
to the Money Manager with a broker affiliated with the Money Manager, as
well as with brokers affiliated with other Money Managers, subject to the
above considerations regarding obtaining the best net price and execution.
Any transactions will comply with Rule 17e-1 of the Investment Company Act.
No portfolio transactions with brokers affiliated with any Money Manager
for the Portfolios were effected during the periods ended December 31,
1992, December 31, 1993 and December 31, 1994.

Brokerage Commissions. The Board of Directors will review, at least
annually, the allocation of orders among brokers and the commissions paid
by the Portfolios to evaluate whether the commissions paid over
representative periods of time were reasonable in relation to commissions
being charged by other brokers and the benefits to the Portfolios. Certain
services received by Bennington or Money Managers attributable to a
particular transaction may benefit one or more other accounts for which
investment discretion is exercised by the Money Manager, or a Portfolio
other than that for which the particular portfolio transaction was
effected. The fees of the Money Managers are not reduced by reason of their
receipt of such brokerage and research services.
<PAGE>
The Bond Portfolios and the U.S. Government Money Portfolio do not
pay a stated brokerage commission.
<TABLE>
<CAPTION>
BROKERAGE COMMISSIONS PAID BY PORTFOLIOS

Inception
to 1/1/93- 1/1/94-
Portfolio 12/31/92 12/31/93 12/31/94
_________ _________ ________ ________
<S> <C> <C> <C>
Equity Market 1<F32> $1,333 $ 6,515 $15,898
Growth $3,435 $14,890 $20,960
Value and Income $2,610 $16,570 $34,411
Small to Mid Cap 2<F33> $3,865 $10,980 $18,095
International Equity 3<F34> $0 $0 $20,997
Intermediate Fixed-
Income $0 $0 $0
Short-Intermediate
Fixed-Income $0 $0 $0
Mortgage Securities $0 $0 $0
U.S. Government Money $0 $0 $0
Municipal Intermediate
Fixed-Income 4<F35> $0 $0 $0
International Fixed-
Income 5<F36> $0 $0 $0
Institutional Investor
Fixed-Income 6<F37> $0 $0 $0

_____________________
1<F32> Equity Market Portfolio closed April 15, 1994.
2<F33> During the periods indicated referred to as the Small Cap
Portfolio.
3<F34> Investment operations commenced October 3, 1994.
4<F35> Investment operations commenced January 13, 1994.
5<F36> Investment operations have not yet commenced.
6<F37> Institutional Investor Fixed-Income Portfolio closed
August 28, 1995.
</TABLE>
<PAGE>
PERFORMANCE INFORMATION
Yield and Total Return Quotations. The Portfolios (other than the
U.S. Government Money Portfolio) compute their average annual total return
by using a standardized method of calculation required by the SEC. Average
annual total return is computed by finding the average annual compounded
rates of return on a hypothetical initial investment of $1,000 over the
one, five and ten year periods (or life of the Portfolios, as appropriate),
that would equate the initial amount invested to the ending redeemable
value, according to the following formula:

P(1+T) to the nth power = ERV

Where: P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the one, five or ten
year period at the end of the one, five or ten year
period (or fractional portion thereof)

The calculation assumes that all dividends and distributions of each
Portfolio are reinvested at the price stated in the prospectuses on the
reinvestment dates during the period, and includes all recurring fees.

The average annual total returns, calculated using the above method:
<TABLE>
<CAPTION>
Inception
to 1/1/93- 1/1/94-
Portfolio 12/31/92 12/31/93 12/31/94
_________ _________ ________ ________
<S> <C> <C> <C>
Equity Market 1<F38> 25.47% 3.44% N/A
Growth 31.00% 14.21% 3.99%
Value and Income 17.66% 14.69% -1.39%
Small to Mid Cap 2<F39> 42.31% 14.39% -4.07%
International Equity 3<F40> N/A N/A N/A
Intermediate Fixed-
Income 7.96% 9.53% -5.24%
Short-Intermediate
Fixed-Income 4<F41> 6.67% 5.62% -1.42%
Mortgage Securities 6.37% 7.26% -1.65%
Municipal Intermediate
Fixed-Income 5<F42> N/A N/A N/A
International Fixed-
Income N/A N/A N/A
________________
1<F38> Equity Market Portfolio closed April 15, 1994.
2<F39> During the periods indicated referred to as the Small Cap
Portfolio.
3<F40> Investment operations commenced October 3, 1994.
4<F41> Investment operations commenced January 13, 1994.
5<F42> Investment operations have not yet commenced.
</TABLE>

Yields are computed by using standardized methods of calculation
required by the SEC. Yields for the Bond Portfolios are calculated by
dividing the net investment income per share earned during a 30-day (or one
month) period by the maximum offering price per share on the last day of
the period, according to the following formula:

YIELD = 2[(((a-b divided by cd)+1) to the sixth power)-1]

Where: a = dividends and interest earned during the period;
b = expenses accrued for the period (net of
reimbursements);
c = average daily number of shares outstanding during the
period that were entitled to receive dividends; and
d = the maximum offering price per share on the last day
of the period.

The annualized yields for the Bond Portfolios, calculated using the above
method:
<TABLE>
<CAPTION>
As of As of As of
Portfolio 12/31/92 12/31/93 12/31/94
_________ ________ ________ ________
<S> <C> <C> <C>
Intermediate Fixed-
Income 5.62% 4.73% 6.81%
Short-Intermediate
Fixed-Income 4.06% 3.22% 5.96%
Mortgage Securities 5.12% 4.16% 6.17%
Municipal Intermediate
Fixed-Income N/A N/A 5.10%
Institutional Investor
Fixed-Income **<F44> N/A N/A 6.26%
International Fixed-
Income *<F43> N/A N/A N/A
____________________
*<F43> Investment operations have not yet commenced.
**<F44> Institutional Investor Fixed-Income Portfolio closed
August 28, 1995.
</TABLE>

The U.S. Government Money Portfolio computes its current annualized
and compound effective yields using standardized methods required by the
SEC. The annualized yield for this Portfolio is computed by (a) determining
the net change, exclusive of capital changes, in the value of a
hypothetical account having a balance of one share at the beginning of a
seven calendar day period; (b) dividing the difference by the value of the
account at the beginning of the period to obtain the base period return;
and (c) annualizing the results (i.e., multiplying the base period return
by 365/7). The net change in the value of the account reflects the value of
additional shares purchased with dividends from the original share and
dividends declared on both the original share and any such additional
shares, and all fees, other than nonrecurring account or sales charges,
that are charged to all shareholder accounts in proportion to the length of
the base period, but does not include realized gains and losses from the
sale of securities or unrealized appreciation and depreciation. Compound
effective yields are computed by adding 1 to the base period return
(calculated as described above), raising that sum to a power equal to 365/7
and subtracting 1.

Yield may fluctuate daily and does not provide a basis for
determining future yields. Because the U.S. Government Money Portfolio's
yield fluctuates, its yield cannot be compared with yields on savings
accounts or other investment alternatives that provide an agreed-to or
guaranteed fixed yield for a stated period of time. However, yield
information may be useful to an investor considering temporary investments
in money market instruments. In comparing the yield of one money market
fund to another, consideration should be given to each fund's investment
policies, including the types of investments made, length of maturities of
portfolio securities, the methods used by each fund to compute the yield
(methods may differ) and whether there are any special account charges
which may reduce effective yield.

The annualized yield for the U.S. Government Money Portfolio:

7-day Compounded
As of December 31 Annualized Yield Effective Yield
_________________ ________________ ________________

1992 2.78% 2.82%
1993 2.77% 2.81%
1994 4.91% 5.03%

TAXES

Under the Code, each Portfolio is required to be treated as a
separate entity for federal income tax purposes. Each Portfolio (other than
the International Fixed-Income Portfolio) has elected to qualify and
intends to remain qualified as a regulated investment company under
Subchapter M of the Code. The International Fixed-Income Portfolio will
elect to qualify and intends to remain qualified as a regulated investment
company under subchapter M of the Code. This relieves each Portfolio (but
not its shareholders) from paying federal income tax on any net investment
income and capital gains, if any, realized during the taxable year which
are distributed to shareholders, provided that it distributes annually to
its shareholders at least 90% of its investment company taxable income
other than net capital gains ("Distribution Requirement"). To qualify as a
regulated investment company, each Portfolio must meet several additional
requirements. Among these requirements are the following: (i) at least 90%
of a Portfolio's gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans and gains
from the sale or other disposition of stock or securities or foreign
currencies, or other income (including gains from options, futures or
forward contracts) derived with respect to its business of investing in
such stock, securities or currencies ("Income Requirement"); (ii) less than
30% of a Portfolio's gross income each taxable year may be derived from the
sale or other disposition of stock or securities held for less than three
months (the "Short-Short Gain Test"); (iii) at the close of each quarter of
a Portfolio's taxable year, at least 50% of the value of its total assets
must be represented by cash and cash items, U.S. Government securities,
securities of other regulated investment companies and other securities,
with such other securities limited, in respect of any one issuer, to an
amount that does not exceed 5% of the value of the Portfolio and that does
not represent more than 10% of the outstanding voting securities of such
issuer; and (iv) at the close of each quarter of the Portfolio's taxable
year, not more than 25% of the value of its assets may be invested in
securities (other than U.S. Government securities or the securities of
other RICs) of any one issuer.

Notwithstanding the Distribution Requirement described above, which
only requires each Portfolio to distribute at least 90% of its annual
investment company taxable income and does not require any minimum
distribution of net capital gain (the excess of net long-term capital gain
over net short-term capital loss), each Portfolio will be subject to a
nondeductible 4% excise tax to the extent it fails to distribute by the end
of any calendar year at least 98% of its ordinary income for that year and
98% of its capital gain net income for the one-year period ending on
October 31 of that year, plus certain other amounts. For this and other
purposes, dividends declared by each Portfolio in October, November or
December of any calendar year and payable to shareholders of record on a
date in such a month will be deemed to have been paid by such Portfolio and
received by shareholders on December 31 of such year if the dividends are
paid by such Portfolio at any time through the end of the following
January. Each Portfolio intends to make distributions so as to avoid this
excise tax.

All dividends out of net investment income, together with
distributions of net short-term capital gains, will be taxable as ordinary
income to shareholders whether or not reinvested. Distributions of net
capital gains by a Portfolio are taxable to shareholders as long-term
capital gains, regardless of the length of time the shares of the Portfolio
have been held by such shareholders.

To the extent that a Portfolio recognizes income from "conversion
transactions," as defined in Section 1258 of the Code, all or part of the
capital gain from the disposition or other termination of a position held
as part of such conversion transaction may be recharacterized as ordinary
income. A conversion transaction is a transaction, generally consisting of
two or more positions taken with regard to the same or similar property,
where substantially all of the taxpayer's return is attributable to the
time value of the taxpayer's net investment in the transaction. A
transaction, however, is not a conversion transaction unless it also
satisfies one of the following four criteria: (1) the transaction consists
of the acquisition of property by the taxpayer and a substantially
contemporaneous agreement to sell the same or substantially identical
property in the future; (2) the transaction is a straddle, within the
meaning of Section 1092 (treating stock as personal property); (3) the
transaction is one that was marketed or sold to the taxpayer on the basis
that it would have the economic characteristics of a loan but the
interest-like return would be taxed as capital gain; or (4) the transaction
is described as a conversion transaction in regulations to be promulgated
on a prospective basis by the Secretary of the Treasury.

"Regulated futures contracts" and certain listed options which are
not "equity options" constitute "Section 1256 contracts" and will be
required to be "marked to market" for federal income tax purposes at the
end of the Portfolios' taxable year; that is, treated as having been sold
at market value. Sixty percent of any gain or loss recognized on such
"deemed sales" and on actual dispositions will be treated as long-term
capital gain or loss, and the remainder will be treated as short-term
capital gain or loss. Gain or loss on the sale, lapse or other termination
of options on narrowly-based stock indexes will be capital gain or loss and
will be long-term or short-term depending on the holding period of the
option. Certain of the Portfolio's transactions, including positions which
are part of a "straddle" may be subject to rules which apply certain wash
sale and short sale provisions of the Code. In the case of a straddle, a
Portfolio may be required to defer the recognition of losses on positions
it holds to the extent of any unrecognized gain on offsetting positions
held by the Portfolio.

Gains or losses attributable to fluctuations in exchange rates which
occur between the time a Portfolio accrues interest or other receivables or
accrues expenses or other liabilities denominated in a foreign currency and
the time the Portfolio actually collects such receivables or pays such
liabilities are treated as ordinary income or ordinary loss. Similarly,
gains or losses on forward foreign currency exchange contracts or
dispositions of debt securities denominated in a foreign currency
attributable to fluctuations in the value of the foreign currency between
the date of acquisition of the security and the date of disposition also
are treated as ordinary gain or loss. These gains, referred to under the
Code as "Section 988" gains or losses, increase or decrease the amount of
the Portfolio investment company taxable income available to be distributed
to its shareholders as ordinary income, rather than increasing or
decreasing the amount of the Portfolio's net capital gain, as was the case
prior to 1987. If Section 988 losses exceed other investment company
taxable income during a taxable year, the Portfolio would not be able to
make any ordinary dividend distributions, or distributions made before the
losses were realized would be recharacterized as a return of capital to
shareholders, rather than as an ordinary dividend, reducing each
shareholder's basis in his or her Portfolio shares. The Portfolios' ability
to enter into forward foreign currency exchange contracts, stock index
futures contracts, options thereon and options on stocks and stock indices
may be affected by a limitation under the Code that each Portfolio derive
less than 30% of its gross income from gains from the sale or other
disposition of securities or options thereon held less than three months.

Any loss realized on a sale, redemption or exchange of shares of a
Portfolio by a shareholder will be disallowed to the extent the shares are
replaced within a 61-day period (beginning 30 days before the disposition
of shares). Shares purchased pursuant to the reinvestment of a dividend
will constitute a replacement of shares. A shareholder who acquires shares
of a Portfolio and sells or otherwise disposes of such shares within 90
days of acquisition may not be allowed to include certain sales charges
incurred in acquiring such shares for purposes of calculating gain or loss
realized upon a sale or exchange of shares of the Portfolio.

Dividends received by corporate shareholders of a Portfolio are
eligible for a dividends received deduction of 70% to the extent such
Portfolio's income is derived from qualified dividends received by the
Portfolio from domestic corporations. Capital gains distributions are not
eligible for the corporate dividends received deduction. Corporate
shareholders should consult their tax advisers regarding other requirements
applicable to the dividends received deduction.

Income received by the International Portfolios from sources within
foreign countries may be subject to withholding and other taxes imposed by
such countries. Income tax treaties between certain countries and the
United States may reduce or eliminate such taxes. It is impossible to
determine in advance the effective rate of foreign tax to which the
International Portfolios will be subject, since the amount of the
International Portfolios' assets to be invested in various countries is not
known.

If the International Portfolios are liable for foreign income taxes,
the International Portfolios expect to meet the requirement of the Code for
"passing-through" to their shareholders foreign income taxes paid, but
there can be no assurance that the International Portfolios will be able to
do so. If the International Portfolios elect to "pass-through" the foreign
taxes, shareholders will be required to: (i) include in gross income (in
addition to taxable dividends actually received) their pro rata share of
the foreign income taxes paid by the International Portfolio; and (ii)
treat their pro rata share of foreign income taxes as paid by them.
Shareholders are then permitted either to deduct their pro rata share of
foreign income taxes in computing their taxable income or use it as a
foreign tax credit against United States income taxes. No deduction for
foreign taxes may be claimed by a shareholder who does not itemize
deductions. Foreign shareholders may not deduct or claim a credit for
foreign tax unless the dividends paid to them by the Fund are effectively
connected with a United States trade or business.

The amount of foreign taxes for which a shareholder may claim a
credit in any year will generally be subject to a separate limitation for
"passive income", which includes, among other things, dividends, interest
and certain foreign currency gains. Gain or loss from the sale of a
security or from a Section 988 transaction which is treated as ordinary
income or loss (or would have been so treated absent an election by the
Fund) will be treated as derived from sources within the United States,
potentially reducing the amount allowable as a credit under the limitation.

The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are advised to consult their own tax advisors
with respect to the particular tax consequences to them of an investment in
the Fund.

Any dividends paid shortly after a purchase by an investor may have
the effect of reducing the per share net asset value of the investor's
shares by the per share amount of the dividends. Furthermore, such
dividends, although in effect a return of capital, are subject to federal
income tax. This may be magnified in the Portfolio that pay dividends
annually-- such as the International Equity Portfolio. Therefore, prior to
purchasing shares of the Fund, the investor should carefully consider the
impact of dividends, including capital gains distributions, which are
expected to be or have been announced.

State and Local Taxes. Depending upon the extent of a Portfolio's
activities in states and localities in which its offices are maintained, in
which its agents or independent contractors are located or in which it is
otherwise deemed to be conducting business, a Portfolio may be subject to
the tax laws of such states or localities. Further, in those states which
have income tax laws, the tax treatment of a Portfolio and of shareholders
of the Portfolio with respect to distributions by the Portfolio may differ
from federal tax treatment. Distributions to shareholders may be subject to
additional state and local taxes.

PURCHASES IN KIND

The Portfolios may accept certain types of securities in lieu of
wired funds as consideration for Portfolio shares. Under no circumstances
will a Portfolio accept any securities in consideration of the Portfolio's
shares the holding or acquisition of which would conflict with the
Portfolio's investment objective, policies and restrictions or which
Bennington or the applicable Money Manager believes should not be included
in the applicable Portfolio's portfolio on an indefinite basis. Securities
will not be accepted in exchange for Portfolio shares if the securities are
not liquid or are restricted as to transfer either by law or liquidity of
market; or have a value which is not readily ascertainable (and not
established only by evaluation procedures) as evidenced by a listing on the
American Stock Exchange, the New York Stock Exchange, or NASDAQ. Securities
accepted in consideration for a Portfolio's shares will be valued in the
same manner as the Portfolio's portfolio securities in connection with its
determination of net asset value. A transfer of securities to a Portfolio
in consideration for Portfolio shares will be treated as a sale or exchange
of such securities for federal income tax purposes. A shareholder will
recognize gain or loss on the transfer in an amount equal to the difference
between the value of the securities and the shareholder's tax basis in such
securities. Shareholders who transfer securities in consideration for a
Portfolio's shares should consult their tax advisers as to the federal,
state and local tax consequences of such transfers.

FINANCIAL STATEMENTS

The Fund's audited financial statements for the fiscal years ended
December 31, 1993 and December 31, 1994, and the reports therein of
Deloitte & Touche LLP, independent auditors, are included in the Fund's
Annual Reports dated December 31, 1993 and December 31, 1994, respectively.
The Fund's unaudited financial statements for the period ended June 30,
1995 are contained in the Fund's Semi-Annual Report for the period ended
June 30, 1995, which are incorporated herein by this reference and unless
previously provided will be delivered together herewith.

APPENDIX A

RATINGS OF DEBT INSTRUMENTS

Corporate Bond Ratings

Moody's Investors Service ("Moody's"):

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
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.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.

A - 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
some time in the future.

Those bonds in the Aa and A group which Moody's believes possess the
strongest investment attributes are designated by the symbols Aa1 and A1.

Standard & Poor's Corporation ("S&P"):

AAA - This is the highest rating assigned by S&P to a debt obligation
and indicates an extremely strong capacity to pay interest and repay
principal.

AA - Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay interest and repay principal is very strong, and they
differ from AAA issues only in small degree.

A - 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 issues in
higher-rated categories.

The AA and A ratings may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the AA or A rating
category, respectively.

Note Ratings

Moody's:

Moody's rating for short-term obligations will be designated Moody's
Investment Grade ("MIG"). This distinction is in recognition of the
differences between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower are uppermost in importance in
short-term borrowing, while various factors of the first importance in bond
risk are of lesser importance in the short run. Symbols used are as
follows:

MIG-1 - Notes bearing this designation are of the best quality,
enjoying strong protection from established cash flows, superior liquidity
support or demonstrated broad-based access to the market for refinancing.

MIG-2 - Notes bearing this designation are of high quality, with
margins of protection ample although not so large as in the preceding
group.

S&P:

An S&P note rating reflects the liquidity concerns and market access
risks unique to notes. Notes due in three years or less will likely receive
a note rating. Notes maturing beyond three years will most likely receive a
long-term debt rating. The following criteria will be used in making that
assessment.

. Amortization schedule (the larger the final maturity relative to
other maturities, the more likely it will be treated as a note).

. Source of Payment (the more dependent the issue is on the market
the its refinancing, the more likely it will be treated as a
note).

SP-1 - This designation denotes strong or very strong capacity to pay
interest and repay principal. Those issues determined to possess
overwhelming safety characteristics will be given a plus (+) sign
designation.

SP-2 - This designation denotes satisfactory capacity to pay interest
and repay principal.

Commercial paper rated A by S&P has the following characteristics:
liquidity ratios are adequate to meet cash requirements. Long-term senior
debt is rated A or better. The issuer has access to at least two additional
channels of borrowing. Basic earnings and cash flow have an upward trend
with allowance made for unusual circumstances. Typically, the issuer's
industry is well established and the issuer has a strong position within
the industry. The reliability and quality of management are unquestioned.
Relative strength or weakness of the above factors determine whether the
issuer's commercial paper is rated A-1, A-2 or A-3.

A-1 - This designation 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.

A-2 - This designation indicates the capacity for timely payment on
issues with this designation is strong. However, the relative degree of
safety is not as high as for issues designated A-1.

A-3 - This designation indicates a satisfactory capacity for timely
payment. Obligations carrying this designation are, however, somewhat more
vulnerable to the adverse effects of changes in circumstances than
obligations carrying the higher designations.

APPENDIX B

CALCULATION OF PERFORMANCE FEES

Bennington and the Board of Directors have carefully considered Release No.
IC-7113, issued by the SEC in April 1972, which addresses the factors which
must be considered by directors and investment advisers in connection with
performance fees payable by investment companies. In particular, they have
considered the statement that "[e]lementary fiduciary standards require
that performance compensation be based only upon results obtained after
[performance fee] contracts take effect." Bennington and the Board of
Directors believe that the Portfolios' performance fee arrangement is
consistent with the position of the SEC articulated in Release No. IC-7113.
No performance fees may be paid if the Board of Directors determines that
to do so would be unfair to the Portfolios' shareholders.

For purposes of calculating the performance differential versus the
applicable index, the investment performance of each Portfolio (or Account)
for any day expressed as a percentage of its net assets at the beginning of
such day, is equal to the sum of: (i) the change in the net assets of each
Portfolio (or Account) during such day and (ii) the value of the
Portfolio's (or Account's) cash distributions accumulated to the end of
such day. The return over any period is the compounded return for all days
over the period, i.e., one plus the daily return multiplied together, minus
one. The investment record of each index for any period shall mean the sum
of: (i) the change in the level of the index during such period; and (ii)
the value, computed consistently with the index, of cash distributions made
by companies whose securities comprise the index accumulated to the end of
such period; expressed as a percentage of the index level at the beginning
of such period. For this purpose cash distributions on the securities which
comprise the index shall be treated as reinvested in the index at least as
frequently as the end of each calendar quarter following the payment of the
dividend. For purposes of determining the fee adjustment for investment
performance, the net assets of the Portfolio (or Account) are averaged over
the same period as the investment performance of the Portfolio (or Account)
and the investment record of the applicable index are computed.