PERFORMANCE FUNDS TRUST, 497, 1997-10-01

PERFORMANCE FUNDS TRUST
497, 1997-10-01

Previous: FNAL VARIABLE ACCOUNT, 497, 1997-10-01

Next: MEDIC COMPUTER SYSTEMS INC, 8-K, 1997-10-01

<PAGE> 1

PERFORMANCE FUNDS TRUST
3435 STELZER ROAD, COLUMBUS, OHIO 43219

GENERAL AND ACCOUNT INFORMATION:
(800) PERFORM (737-3676)

TRUSTMARK NATIONAL BANK -- ADVISER

BISYS FUND SERVICES -- ADMINISTRATOR
PERFORMANCE FUNDS DISTRIBUTOR, INC. -- DISTRIBUTOR

This Prospectus describes six investment funds (the "Funds") managed by
Trustmark National Bank. The Funds are:
THE MONEY MARKET FUND
THE SHORT TERM GOVERNMENT INCOME FUND
THE INTERMEDIATE TERM GOVERNMENT INCOME FUND
THE SMALL CAP FUND
THE MID CAP GROWTH FUND
THE LARGE CAP EQUITY FUND (FORMERLY, THE EQUITY FUND)

This Prospectus relates only to the "Institutional Class" of each Fund's
shares which only certain investors are qualified to purchase. Each Fund also
has a "Consumer Service Class" of shares. See, "Other
Information -- Capitalization." The Funds are separate investment funds of
Performance Funds Trust (the "Trust"), a Delaware business trust and registered
management investment company, with distinct investment objectives and policies.

This Prospectus sets forth concisely the information a prospective investor
should know before investing in any of the Funds and should be read and retained
for information about each Fund.

INVESTMENTS IN THE FUNDS ARE NOT GUARANTEED OR INSURED BY THE UNITED STATES
GOVERNMENT. SHARES OF THE FUNDS ARE NOT AN OBLIGATION OF OR GUARANTEED BY
TRUSTMARK NATIONAL BANK OR ITS AFFILIATES AND SUCH SHARES ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY. SHARES IN THE FUNDS INVOLVE INVESTMENT RISK, INCLUDING LOSS OF
PRINCIPAL. THE MONEY MARKET FUND ATTEMPTS TO MAINTAIN THE VALUE OF ITS SHARES AT
A CONSTANT $1.00 PER SHARE, ALTHOUGH THERE CAN BE NO ASSURANCES THAT IT WILL
ALWAYS BE ABLE TO DO SO.

A Statement of Additional Information, dated September 26, 1997 (the "SAI")
containing additional and more detailed information about the Funds, has been
filed with the Securities and Exchange Commission ("SEC") and is hereby
incorporated by reference into this Prospectus. It is available without charge
and can be obtained by writing or calling the Funds at the address and
information number printed above.
------------------------

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.
------------------------

September 26, 1997
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses......................................................................... 3
Fee Table............................................................................. 3
Financial Highlights.................................................................. 4
Prospectus Summary.................................................................... 12
The Investment Policies and Practices of the Funds.................................... 15
Description of Securities and Investment Practices.................................... 20
Investment Restrictions............................................................... 31
Management of the Funds............................................................... 32
Fund Share Valuation.................................................................. 34
Purchase of Fund Shares............................................................... 35
Individual Retirement Accounts........................................................ 36
Exchange Privileges................................................................... 36
Redemption of Fund Shares............................................................. 37
Dividends, Distributions and Federal Income Tax....................................... 39
Other Information..................................................................... 41
Appendix.............................................................................. A-1
</TABLE>

This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.

2
<PAGE> 3

FUND EXPENSES

The following expense table lists the estimated costs and expenses that an
investor in the Institutional Class may incur either directly or indirectly as a
shareholder of a Fund. The information is based on expenses incurred during the
fiscal year ended May 31, 1997 (except for the Small Cap Fund, whose expenses
are based on the Fund's projected operating expenses for its first year of
operation and for the Money Market Fund, Mid Cap Fund and Large Cap Equity Fund,
the reduction of voluntary waivers of advisory fees). Actual expenses in the
future may be greater or less than those shown. Shareholders in the Consumer
Service Class of the Funds may be subject to Rule 12b-1 Plan distribution fees
(annually up to 0.35% of the average net assets of a Fund), to which the
Institutional Class is not subject. The Institutional Class of shares is only
available to certain qualified investors (see "Purchase of Fund Shares").

FEE TABLE

<TABLE>
<CAPTION>
THE THE THE THE THE THE
MONEY MARKET SHORT TERM INTERMEDIATE SMALL CAP MID CAP LARGE CAP
FUND FUND TERM FUND FUND GROWTH FUND EQUITY FUND*
------------ ---------- ------------ --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Load Imposed on Purchases
(as a percentage price)............... none none none none none none
Maximum Sales Load Imposed on Reinvested
Dividends............................. none none none none none none
Deferred Sales Load..................... none none none none none none
Redemption Fees......................... none none none none none none
Exchange Fees........................... none none none none none none
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets
annualized)
Investment Advisory Fees (after
waiver)(2)............................ 0.15% 0.40% 0.45% 1.00% 0.75% 0.60%
12b-1 Fees(3)........................... none none none none none none
Other Expenses(after waiver)(4)......... 0.14% 0.26% 0.41% 0.50% 0.32% 0.31%
---- ---- ---- ---- ---- ----
Total Fund Operating Expenses
(after waiver)(5)..................... 0.29% 0.66% 0.86% 1.50% 1.07% 0.91%
===== ==== ==== ==== ==== ====
</TABLE>

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

* Formerly, the Equity Fund.
- ---------------

(1) Shares of the Institutional Class of each Fund may be available through
trust, investment management or other fiduciary accounts managed or
administered by the Adviser or its correspondents or affiliates. Such
institutions may provide a variety of services at varying fees to customers
and, although such fees are not fund-related, the fees must be paid by
customers in order to purchase Fund shares.

(2) Reflects a voluntary reduction for the Money Market Fund and Intermediate
Fund in contractual fee. Had this reduction not been in effect, investment
advisory fees would have been: 0.30% for the Money Market Fund and 0.50% for
the Intermediate Fund.

(3) The Consumer Service Class of shares may be subject to Rule 12b-1 Plan
distribution fees (annually up to 0.35% of the average net assets of each
Fund) to which the Institutional Class is not subject.

(4) Reflects voluntary reduction of administration fee of 0.09% for the Money
Market Fund. Each Fund has adopted, but not implemented, a Shareholder
Servicing Plan under which certain Service Organizations may receive
additional fees from a Fund in amounts up to an annual rate of 0.35% of the
daily net asset value of the Fund's shares owned by shareholders with whom
the Service Organization has a servicing relationship. See "Management of
the Funds -- Service Organizations" herein.

(5) Absent voluntary fee waivers, "Total Operating Expenses" for the Money
Market Fund and the Intermediate Fund would have been 0.53% and 0.91%,
respectively.

The purpose of this table is to assist the shareholder in understanding the
various costs and expenses that an investor in the Funds will bear.

EXAMPLE:**

You would pay the following expenses on a $1,000 investment, assuming 5%
gross annual return and redemption at the end of each time period:

<TABLE>
<CAPTION>
THE
THE THE THE SMALL THE THE
MONEY MARKET SHORT TERM INTERMEDIATE CAP MID CAP LARGE CAP
PORTFOLIO FUND FUND TERM FUND FUND GROWTH FUND EQUITY FUND
- --------------------------------------- ------------ ---------- ------------ -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
1 year................................. $ 3 $ 7 $ 9 $ 15 $ 11 $ 9
3 years................................ $ 9 $ 21 $ 27 $ 47 $ 34 $ 29
5 years................................ $ 16 $ 37 $ 48 $ 82 $ 59 $ 50
10 years............................... $ 37 $ 82 $106 $179 $ 131 $ 112
</TABLE>

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

** This example should not be considered a representation of actual expenses
which may be more or less than those shown. The assumed 5% annual return is
hypothetical and should not be considered a representation of future annual
returns. Actual return may be greater or less than the assumed amount.

3
<PAGE> 4

FINANCIAL HIGHLIGHTS

The financial data shown below is to assist investors in evaluating the
performance of the Funds since their commencement of operations through May 31,
1997. The following financial highlights have been audited by Price Waterhouse
LLP, independent accountants, whose report on the financial statements,
including this data appears in the Funds' 1997 Annual Report to Shareholders
included in the Statement of Additional Information. This financial data should
be read in conjunction with the related financial statements and notes thereto.
No Financial Highlights are presented for Small Cap Fund since the Fund was not
in operation for the fiscal year ended May 31, 1997.

For a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
MONEY MARKET FUND
-------------------------------------------------
INSTITUTIONAL CLASS
-------------------------------------------------
YEAR YEAR YEAR FOR THE
ENDED ENDED ENDED PERIOD ENDED
MAY 31, MAY 31, MAY 31, MAY 31,
1997 1996 1995 1994*
-------- -------- -------- ------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............ $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- --------
Income from Investment Operations:
Net investment income......................... 0.05 0.05 0.05 0.02
-------- -------- -------- --------
Less Distributions:
Dividends from net investment income.......... (0.05) (0.05) (0.05) (0.02)
-------- -------- -------- --------
Net Asset Value, End of Period.................. $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ========
Total Return.................................... 5.34% 5.60% 5.27% 2.17%
Ratios/Supplemental Data:
Net Assets, End of Period (in thousands)...... $320,732 $366,966 $324,942 $139,157
Ratio of Expenses to Average Net Assets....... 0.25% 0.24% 0.23% 0.15%**
Effect of waivers/reimbursements on expense
ratio...................................... 0.26% 0.30% 0.36% 0.53%**
Ratio of Net Investment Income to Average Net
Assets..................................... 5.20% 5.42% 5.27% 3.30%**
</TABLE>

- ---------------
* Fund commenced operations on September 30, 1993

** Annualized

4
<PAGE> 5

For a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
SHORT TERM GOVERNMENT INCOME FUND INTERMEDIATE TERM GOVERNMENT INCOME FUND
INSTITUTIONAL CLASS INSTITUTIONAL CLASS
---------------------------------------------------- --------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31, MAY 31, MAY 31, MAY 31, MAY 31, MAY 31, MAY 31, MAY 31,
1997 1996 1995 1994 1993* 1997 1996 1995 1994 1993*
-------- -------- -------- -------- -------- ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of
Period............. $ 9.75 $ 9.84 $ 9.77 $ 10.10 $ 10.00 $ 9.82 $10.11 $ 9.87 $ 10.56 $ 10.00
Income from
Investment
Operations:
Net investment
income........... 0.55 0.54 0.53 0.40 0.44 0.60 0.56 0.62 0.58 0.62
Net gain (loss) on
securities (both
realized and
unrealized)...... (0.01) (0.09) 0.07 (0.25) 0.22 0.09 (0.29) 0.25 (0.52) 0.61
-------- -------- -------- -------- -------- ------- ------- -------- -------- --------
Total from
Investment
Operations....... 0.54 0.45 0.60 0.45 0.66 0.69 0.27 0.87 0.06 1.23
-------- -------- -------- -------- -------- ------- ------- -------- -------- --------
Less Distributions:
Dividends from net
investment
income........... (0.54) (0.54) (0.53) (0.40) (0.44) (0.58) (0.56) (0.62) (0.58) (0.62)
Distributions from
net realized
gains............ -- -- -- (0.05) (0.12) -- -- -- (0.11) (0.05)
Distributions in
excess of net
realized gains... -- -- -- (0.03) -- -- -- (0.01) (0.06) --
-------- -------- -------- -------- -------- ------- ------- -------- -------- --------
Total
Distributions.... (0.54) (0.54) (0.53) (0.48) (0.56) (0.58) (0.56) (0.63) (0.75) (0.67)
-------- -------- -------- -------- -------- ------- ------- -------- -------- --------
Net Asset Value, End
of Period.......... $ 9.75 $ 9.75 $ 9.84 $ 9.77 $ 10.10 $ 9.93 $ 9.82 $ 10.11 $ 9.87 $ 10.56
======== ======== ======== ======== ======== ======= ======= ======== ======== ========
Total Return......... 5.70% 4.65% 6.37% 1.49% 6.74% 7.20% 2.66% 9.31% 0.34% 12.66%
Ratios/Supplemental
Data:
Net Assets, End of
Period (in
thousands)....... $126,428 $106,617 $104,730 $111,657 $138,822 $94,242 $77,677 $108,052 $158,420 $150,115
Ratio of Expenses
to Average Net
Assets........... 0.66% 0.71% 0.74% 0.69% 0.67% 0.86% 0.81% 0.71% 0.65% 0.67%
Effect of waivers/
reimbursements on
expense ratio.... -- 0.01% 0.03% 0.05% 0.05% 0.05% 0.05% 0.11% 0.15% 0.15%
Ratio of Net
Investment Income
to Average Net
Assets........... 5.63% 5.48% 5.43% 4.00% 4.32% 6.48% 5.55% 6.44% 5.50% 6.00%
Portfolio Turnover
Rate............. 86.21% 120.00% 267.65% 213.43% 216.52% 46.23% 183.00% 339.95% 102.46% 54.43%
</TABLE>

- ---------------
* Fund commenced operations on June 1, 1992.

5
<PAGE> 6

For a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
MID CAP GROWTH FUND
-----------------------------------------------
INSTITUTIONAL CLASS
-----------------------------------------------
YEAR YEAR YEAR FOR THE
ENDED ENDED ENDED PERIOD ENDED
MAY 31, MAY 31, MAY 31, MAY 31,
1997 1996 1995 1994*
-------- ------- ------- ------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 14.05 $ 11.11 $ 9.60 $ 10.00
-------- ------- ------- --------
Income from Investment Operations:
Net investment income........................... 0.13 0.13 0.13 0.03
Net gain/(loss) on securities (both realized and
unrealized).................................. 2.99 3.44 1.51 (0.40)
-------- ------- ------- --------
Total from Investment Operations................ 3.12 3.57 1.64 (0.37)
-------- ------- ------- --------
Less Distributions:
Dividends from net investment income............ (0.13) (0.13) (0.13) (0.03)
Distributions from net realized gains........... (0.33) (0.50) -- --
-------- ------- ------- --------
Total Distributions............................. (0.46) (0.63) (0.13) (0.03)
-------- ------- ------- --------
Net Asset Value, End of Period.................... $ 16.71 $ 14.05 $ 11.11 $ 9.60
======== ======= ======= ========
Total Return...................................... 22.62% 33.06% 17.31% (3.66)%
Ratios/Supplemental Data:
Net Assets, End of Period (in thousands)........ $125,035 $80,704 $48,068 $ 33,779
Ratio of Expenses to Average Net Assets......... 0.92% 0.98% 0.96% 0.93%**
Effect of waivers/reimbursements on expense
ratio........................................ 0.14% 0.16% 0.26% 1.00%**
Ratio of Net Investment Income to Average
Net Assets................................... 0.89% 1.06% 1.37% 1.60%**
Portfolio Turnover Rate......................... 7.72% 28.00% 20.39% 5.88%
Average Commission Rate(a)...................... $ 0.0721 $0.1070 -- --
</TABLE>

- ---------------
* Fund commenced operations on February 24, 1994.
** Annualized

(a) For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged. This amount may vary from period to period
and fund to fund depending on the mix of trades executed in various markets
where trading practices and commission rate structures may differ.

6
<PAGE> 7

For a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
LARGE CAP EQUITY FUND*
----------------------------------------------------------
INSTITUTIONAL CLASS
----------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31, MAY 31, MAY 31,
1997 1996 1995 1994 1993**
-------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period.............................. $ 15.29 $ 12.51 $ 11.33 $ 11.21 $ 10.00
-------- -------- -------- ------- -------
Income from Investment Operations:
Net investment income............... 0.24 0.23 0.25 0.23 0.22
Net gain on securities (both
realized and unrealized)......... 4.13 3.29 1.42 0.12 1.21
-------- -------- -------- ------- -------
Total from Investment Operations.... 4.37 3.52 1.67 0.35 1.43
-------- -------- -------- ------- -------
Less Distributions:
Dividends from net investment
income........................... (0.25) (0.23) (0.24) (0.23) (0.22)
Distributions from net realized
gains............................ (0.25) (0.51) (0.25) -- --
-------- -------- -------- ------- -------
Total Distributions................. (0.50) (0.74) (0.49) (0.23) (0.22)
-------- -------- -------- ------- -------
Net Asset Value, End of Period........ $ 19.16 $ 15.29 $ 12.51 $ 11.33 $ 11.21
======== ======== ======== ======= =======
Total Return.......................... 29.06% 28.73% 15.35% 3.10% 14.48%
Ratios/Supplemental Data:
Net Assets, End of Period (in
thousands)....................... $233,454 $140,144 $110,110 $93,983 $87,755
Ratios of Expenses to Average Net
Assets........................... 0.83% 0.81% 0.79% 0.83% 0.83%
Effect of waivers/reimbursements on
expense ratio.................... 0.09% 0.10% 0.13% 0.15% 0.20%
Ratio of Net Investment Income to
Average Net Assets............... 1.43% 1.65% 2.15% 1.99% 2.20%
Portfolio Turnover Rate............. 1.41% 6.00% 58.08% 27.11% 2.61%
Average Commission Rate(a).......... $ 0.0899 $ 0.1067 -- -- --
</TABLE>

- ---------------
* Formerly, the Equity Fund.

** Fund commenced operations on June 1, 1992.

7
<PAGE> 8

INDEX COMPARISON

The information set forth below compares the investment performance of a
hypothetical investment of $10,000 in each Fund's Institutional Class of shares
to an unmanaged industry index since the commencement of each Fund's operations.
Each graph assumes all dividends and distributions were reinvested at net asset
value. Fund returns are net of all fees while the index returns are based solely
on market returns without deduction of fees or transaction costs.

SHORT TERM GOVERNMENT INCOME FUND

The investment performance of the Institutional Class of the Short Term
Government Income Fund is compared to the performance of the Lehman Bros. 1-3
Year Government Index in the following chart from June 1, 1992 (commencement of
operations) through May 31, 1993 and for the fiscal years ended May 31, 1994,
May 31, 1995, May 31, 1996 and May 31, 1997.

<TABLE>
<CAPTION>
Measurement Period Redemption Value Shearson Lehman 1-3 Yr
(Fiscal Year Covered) ($10,000 Govt
<S> <C> <C>
Aug. 31, 10322 10300
Nov. 30, 10326 10326
Feb. 28, 10605 10611
May 31, 10674 10682
Aug. 31, 10847 10874
Nov. 30, 10889 10936
Feb. 28, 10921 10981
May 31, 10832 10898
Aug. 31, 10971 11059
Nov. 30, 10923 11014
Feb. 28, 11186 11338
May 31, 11522 11700
Aug. 31, 11690 11880
Nov. 30, 11912 12140
Feb. 29, 12046 12288
May 31, 12057 12318
Aug. 31, 12197 12501
Nov. 30, 12533 12851
Feb. 28, 1997 12591 12946
May 31, 12744 13132
- ----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Aug. 31, Feb. 28, Feb. 28, Feb. 28,
1992 Nov. 30, 1993 May 31, Aug. 31, Nov. 30, 1994 May 31, Aug. 31, Nov. 30, 1995
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 10,322 10,326 10,605 10,674 10,847 10,889 10,921 10,832 10,971 10,923 11,186
- ----------------------------------------------------------------------------------------------------------------------------------

Lehman Bros.
1-3 Yr Govt 10,300 10,326 10,611 10,682 10,874 10,936 10,981 10,898 11,059 11,014 11,338

<CAPTION>
Feb. 29, Feb. 28,
May 31, Aug. 31, Nov. 30, 1996 May 31, Aug. 31, Nov. 30, 1997 May 31,
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 11,522 11,690 11,912 12,046 12,057 12,197 12,533 12,591 12,744
- ----------------------------------------------------------------------------------------------------------------------------------
Lehman Bros.
1-3 Yr Govt 11,700 11,880 12,140 12,288 12,318 12,501 12,851 12,946 13,132
</TABLE>

Without fee waiver, performance would have been lower. Past performance
does not predict future results.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
AS OF 5/31/97
- --------------------------------
SINCE INCEPTION
1 YEAR (6/1/92)
- --------------------------------
<S> <C>
5.70% 4.97%
- --------------------------------
</TABLE>

8
<PAGE> 9

INTERMEDIATE FUND

The investment performance of the Institutional Class of the Intermediate
Fund is compared to the performance of the Lehman Bros. Government/Corporate
Index in the following chart from June 1, 1992 (commencement of operations)
through May 31, 1993 and for the fiscal years ended May 31, 1994, May 31, 1995,
May 31, 1996 and May 31, 1997.

[INTERMEDIATE FUND REDEMPTION VALUE GRAPH]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------

Aug. 31, Feb. 28, Feb. 28, Feb. 28,
1992 Nov. 30, 1993 May 31, Aug. 31, Nov. 30, 1994 May 31, Aug. 31, Nov. 30, 1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 10,543 10,466 11,146 11,266 11,810 11,759 11,706 11,304 11,465 11,197 11,696
- -----------------------------------------------------------------------------------------------------------------------------------

Lehman Bros.
Gov't/Corp 10,494 10,471 11,108 11,226 11,819 11,774 11,742 11,339 11,544 11,336 11,900

<CAPTION>
Feb. 29, Feb. 28,
May 31, Aug. 31, Nov. 30, 1996 May 31, Aug. 31, Nov. 30, 1997 May 31,
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 12,356 12,498 12,995 12,965 12,685 12,792 13,521 13,407 13,598
- -----------------------------------------------------------------------------------------------------------------------------------
Lehman Bros.
Gov't/Corp 12,655 12,820 13,409 13,401 13,175 13,349 14,159 14,048 14,215
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Without fee waiver, performance would have been lower. Past performance
does not predict future results.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
AS OF 5/31/97
- --------------------------------
SINCE INCEPTION
1 YEAR (6/1/92)
- --------------------------------
<S> <C>
7.20% 6.34%
- --------------------------------
</TABLE>

9
<PAGE> 10

MID CAP GROWTH FUND

The investment performance of the Institutional Class of shares of the Mid
Cap Growth Fund is compared to the Standard & Poors Mid Cap 400 Index in the
following chart from February 24, 1994 (commencement of operations) through May
31, 1994 and for the fiscal years ended May 31, 1995, 1996 and 1997.

[SMALL CAP GROWTH FUND REDEMPTION VALUE GRAPH]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
May 31, Feb. 28, Feb. 29,
1994 Aug. 31, Nov. 30, 1995 May 31, Aug. 31, Nov. 30, 1996 May 31, Aug. 31,
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption Value ($10,000
Investment) Since Inception 9,634 10,100 9,563 10,500 11,301 12,676 13,180 13,849 15,037 14,925
- ---------------------------------------------------------------------------------------------------------------------------------
S&P MidCap 400 9,610 10,096 9,565 10,264 10,909 12,167 12,671 13,258 14,014 13,612

<CAPTION>
Feb. 28,
Nov. 30, 1997 May 31,
- ------------------------------------------------------------
<S> <C> <C> <C>
Redemption Value ($10,000
Investment) Since Inception 16,480 17,345 18,439
- ------------------------------------------------------------
S&P MidCap 400 15,050 15,504 16,559
</TABLE>

Without fee waiver, performance would have been lower. Past performance
does not predict future results.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
AS OF 5/31/97
- --------------------------------
1 YEAR SINCE INCEPTION
- --------------------------------
<S> <C>
22.62% 20.61%
- --------------------------------
</TABLE>

10
<PAGE> 11

LARGE CAP EQUITY FUND

The investment performance of the Institutional Class of the Large Cap
Equity Fund is compared to the performance of the Standard & Poor's 500 Index in
the following chart from June 1, 1992 (commencement of operations) through May
31, 1993 and for the fiscal years ended May 31, 1994, May 31, 1995, May 31, 1996
and May 31, 1997.

<TABLE>
<CAPTION>
Measurement Period Redemption Value
(Fiscal Year Covered) ($10,000 S&P
<S> <C> <C>
Aug. 31, 9979 10047
Nov. 30, 10695 10543
Feb. 28, 10997 10908
May 31, 11448 11159
Aug. 31, 12014 11569
Nov. 30, 12061 11605
Feb. 28, 12156 11815
May 31, 11803 11633
Aug. 31, 12293 12200
Nov. 30, 11635 11726
Feb. 28, 12535 12683
May 31, 13615 13978
Aug. 30, 14329 14813
Nov. 30, 15665 16057
Feb. 29, 16793 17080
May 31, 17527 17949
Aug. 31, 17388 17586
Nov. 30, 20284 20529
Feb. 28, 21023 21546
May 31, 22620 23234
- ----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Aug. 31, Feb. 28, Feb. 28, Feb. 28,
1992 Nov. 30, 1993 May 31, Aug. 31, Nov. 30, 1994 May 31, Aug. 31, Nov. 30, 1995
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 9,979 10,695 10,997 11,448 12,014 12,061 12,156 11,803 12,293 11,635 12,535
- ----------------------------------------------------------------------------------------------------------------------------------

S&P 500 10,047 10,543 10,908 11,159 11,569 11,605 11,815 11,633 12,200 11,726 12,683

<CAPTION>
Feb. 29, Feb. 28,
May 31, Aug. 31, Nov. 30, 1996 May 31, Aug. 31, Nov. 30, 1997 May 31,
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 13,615 14,329 15,665 16,793 17,527 17,388 20,284 21,023 22,620
- -----------------------------------------------------------------------------------------------------------------
S&P 500 13,978 14,813 16,057 17,080 17,949 17,586 20,529 21,546 23,234
</TABLE>

Without fee waiver, performance would have been lower. Past performance
does not predict future results.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
AS OF 5/31/97
- --------------------------------
SINCE INCEPTION
1 YEAR (6/1/92)
- --------------------------------
<S> <C>
29.06% 17.73%
- --------------------------------
</TABLE>

11
<PAGE> 12

PROSPECTUS SUMMARY

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

The Money Market Fund, the Short Term Government Income Fund (the "Short
Term Fund"), the Intermediate Term Government Income Fund (the "Intermediate
Fund") (the Short Term Fund and Intermediate Fund together referred to herein as
the "Government Income Funds"), the Small Cap Fund, the Mid Cap Growth Fund (the
"Mid Cap Fund") and the Large Cap Equity Fund (the Small Cap Fund, Mid Cap Fund
and Large Cap Equity Fund together referred to herein as the "Equity Funds") are
six separate investment funds managed by Trustmark National Bank.

The investment objective of the Funds, and certain of their investment
restrictions described herein and in the SAI are fundamental and may not be
changed without shareholder approval.

THE MONEY MARKET FUND

The investment objective of the Money Market Fund is to provide investors
with as high a level of current income as is consistent with preservation of
capital and liquidity. The Fund pursues its objective by investing its assets in
a broad range of high quality, short-term, money market instruments which have
remaining maturities not exceeding 397 days. The Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less. Money market
instruments in which the Fund may invest include: U.S. Government securities,
bank obligations, commercial paper, corporate debt securities, variable rate
demand notes and repurchase agreements. Generally, securities in which the Fund
invests will not earn as high a yield as securities of longer maturity and/or of
lesser quality which are generally subject to greater market volatility. The
Fund attempts to maintain the value of its shares at a constant $1.00 per share,
although there can be no assurance that the Fund will always be able to do so.

THE GOVERNMENT INCOME FUNDS:

THE SHORT TERM FUND. The investment objective of the Short Term Fund is to
provide investors with as high a level of current income as is consistent with
limiting the risk of potential loss. Under normal conditions, the Short Term
Fund pursues its objective by investing primarily (at least 65% of total assets)
in short term government income securities which results in a dollar weighted
average portfolio maturity of less than three years. The maximum maturity for
any individual security held by the Short Term Fund is approximately five years.
Securities purchased by the Short Term Fund will consist of U.S. Government
securities, certificates of deposit, bankers' acceptances, commercial paper
rated in the two highest rating categories, investment grade corporate debt
securities, investment grade mortgage- and asset-backed securities and other
instruments which the Adviser believes are of comparable quality to those above.
The Short Term Fund is intended for investors who seek higher returns than are
generally available from money market instruments, with low risk of significant
per share price volatility relative to other non-money market investments. Money
market funds, however, generally enjoy more stability of principal and invest in
portfolio securities which are of higher quality.

THE INTERMEDIATE FUND. The investment objective of the Intermediate Fund is
to provide investors with a high level of current income. Total return, within
given quality parameters, is a secondary consideration of the Intermediate Fund.
Under normal conditions, the Intermediate Fund pursues these objectives by
investing primarily (at least 65% of total assets) in intermediate term
government income securities. The Intermediate Fund may also invest in the same
types of securities as the Short Term Fund, except that there are no
restrictions on the maturity of any individual assets of the Intermediate Fund.
The Intermediate Fund will normally have a dollar weighted average portfolio
maturity of 3-10 years.

12
<PAGE> 13

By investing in longer-term maturities than the Short Term Fund, the
Intermediate Fund attempts to achieve higher returns but with greater risk of
volatility in principal value.

THE EQUITY FUNDS:

THE SMALL CAP FUND

The investment objective of the Small Cap Fund is long term capital
appreciation. The Fund invests primarily in the universe of companies comprising
the Standard and Poor's SmallCap 600 Index (the "Index"). As a result, a
principal goal of the Fund is to be a broadly diversified portfolio of
smaller-capitalized common stocks with holdings in each of the major economic
sectors comprising the Index. Not an index fund, the Fund seeks to achieve its
objective by investing in publicly traded companies the Fund's Adviser believes
are likely to outperform the Index and other companies that the Adviser deems
necessary to maintain the Index's general sector weighting. Although the Fund
may also invest in the types of investment grade fixed income instruments
described under "The Investment Policies and Practices of the Funds" herein, and
may use various special investment techniques, under normal market conditions,
the Fund will invest at least 65% of its total assets in common stock of
companies that, at the time of purchase, fall within the Index. Under normal
market conditions, up to 35% of the Fund's total assets may be invested in
larger capitalization companies' equity securities and equivalents, preferred
stock, foreign securities, investment grade debt securities, securities
convertible into common or preferred stock, warrants, money market instruments
and stock or index options and futures contracts. See "The Investment Policies
and Practices of the Funds" in this Prospectus. There is no assurance the Fund
will achieve its investment objective.

THE MID CAP FUND

The investment objective of the Mid Cap Fund is to seek to achieve growth
of capital by attempting to outperform the S&P MidCap Index. The Fund will seek
to achieve this objective by investing primarily in common stocks of mid-sized
companies (those with market capitalization ranging from $200 million to $5.2
billion at the time of purchase), including common stocks listed on the S&P
MidCap Index (collectively, "Mid Cap Common Stocks") which the Fund's Adviser
believes are likely to outperform the S&P MidCap Index. Although the Fund may
also invest in the types of investment grade fixed income instruments described
under "The Investment Policies and Practices of the Funds" herein, and may use
various special investment techniques, under normal market conditions the Fund
will invest at least 65% of its total assets in Mid Cap Common Stocks. Under
normal market conditions, up to 35% of the Fund's total assets may be invested
in options, warrants, preferred stock, foreign securities and money market
instruments, investment grade debt securities and securities convertible into
common or preferred stock. See "The Investment Policies and Practices of the
Funds." There is no assurance that the Fund will achieve its investment
objective.

THE LARGE CAP EQUITY FUND

The investment objective of the Large Cap Equity Fund is to provide
investors with long-term capital appreciation. The Large Cap Equity Fund pursues
this objective by investing primarily (at least 65% of total assets) in common
stocks of large, well established U.S. companies with market capitalization
exceeding $1 billion at the time of purchase. The Fund may also invest in
smaller capitalization companies. It is anticipated that the Fund will invest
primarily in companies found in the S&P 500 Index. Income generation is a
secondary consideration for the Large Cap Equity Fund. However, the Large Cap
Equity Fund may purchase dividend paying stocks of particular issuers when the
issuer's dividend record may, in the Adviser's opinion, have a favorable
influence on the market value of the securities. The price of an issuer's common
stock can be significantly affected by market fluctuations and other short term
factors, including the stability of the dividend level. Dividend paying stocks
are generally less volatile than securities which pay a low level of

13
<PAGE> 14

dividend income and will generally not appreciate as much during rising markets
or decline as much during adverse market periods as non-dividend paying stocks.
Under normal market conditions, up to 35% of the Fund's total assets may be
invested in preferred stock, investment grade debt securities, warrants,
securities convertible into common or preferred stock, money market instruments
and stock futures contracts.

RISK FACTORS

There is no assurance that the Funds will achieve their investment
objective. Except for the Money Market Fund, each Fund's net asset value is
expected to fluctuate, reflecting fluctuations in the market value of its
portfolio securities. Investors in the Short Term Fund and the Intermediate Fund
are exposed to three types of risk from fixed income securities. (1) Interest
rate risk is the potential for fluctuations in bond prices due to changing
interest rates. (2) Credit risk is the possibility that a bond issuer will fail
to make timely payments of either interest or principal to a Fund. (3)
Prepayment risk (for mortgage-backed securities) or call risk (for corporate
bonds) is the likelihood that, during periods of falling interest rates,
securities with high stated interest rates will be prepaid (or "called") prior
to maturity, requiring a Fund to invest the proceeds at generally lower interest
rates.

Because the Equity Funds invest primarily in common stocks, each Fund is
subject to market risk -- i.e., the possibility that stock prices in general
will decline over short or even extended periods. The stock market tends to be
cyclical, with periods when stock prices generally rise and periods when stock
prices generally decline.

Small- and mid-size company stocks in which the Small Cap Fund and the Mid
Cap Fund will, and the Large Cap Equity Fund may, invest have historically been
more volatile in price than the stock market as a whole. Among the likely
reasons for the greater price volatility of small and mid size company stocks
are the less certain growth prospects of smaller firms, a low degree of
liquidity in the markets for small and mid size company stocks, and the small to
negligible dividends generally paid by small and mid size companies as compared
to a larger cap company. Besides exhibiting greater volatility, small and mid
size company stocks have at times fluctuated in value independently of the broad
stock market.

In addition, small and mid size companies in which the Equity Funds may
invest, may have limited product lines, markets or financial resources and may
lack management depth. The liquidity and marketability of such companies may be
limited and may be subject to more abrupt or erratic price movements than
securities of larger, more established companies or the market averages in
general. To possibly compensate for this risk exposure, the investor will have
an opportunity to participate, through a residual ownership interest, in
companies with potentially higher growth rates, versus those found in
larger-capitalization issues, and by locating value perhaps overlooked by
investment analysts and other investors. The Equity Funds may invest in options,
warrants and investment grade convertible securities, the Small Cap and Large
Cap Equity Funds may enter into futures transactions and the Mid Cap Fund and
Small Cap Fund may engage in short sales. Accordingly, an investment in the
Equity Funds may not be suitable for all investors.

For additional information concerning the investment policies, practices
and risk considerations of the Funds, see "The Investment Policies and Practices
of the Funds" in this Prospectus. See also the SAI.

MANAGEMENT OF THE FUNDS

Trustmark National Bank acts as investment adviser to the Funds.
Trustmark's Trust Department, has assets in excess of $1.5 billion under
management. It was founded in 1890 and is the second largest commercial bank
headquartered in Mississippi. Trustmark has been managing trust monies for over
40 years. See "Fee Table" and "Management of the Funds" in this Prospectus.

14
<PAGE> 15

BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services acts as
Administrator to the Funds and provides certain management and administrative
services to the Funds, for which each Fund pays a fee at an annual rate based
upon each Fund's average daily net assets. Performance Funds Distributor, Inc.
("PFD"), an affiliate of BISYS Fund Services, is the Distributor for the Trust
and distributes the Funds' shares and may be reimbursed for certain of its
distribution related expenses.

PURCHASES

Shares of the Institutional Class of the Funds are offered at net asset
value without a sales load. Shares of the Consumer Service Class of the Funds
are also offered at net asset value but may be subject to Rule 12b-1 fees to
which the Institutional Class shares are not subject. See "Fund Share
Valuation," "Pricing of Fund Shares" and "Purchase of Fund Shares." Purchases of
Institutional Class shares may only be made by one of the following types of
"Institutional Investors": (i) trusts, or investment management and other
fiduciary accounts managed or administered by Trustmark or its affiliates or
correspondents pursuant to a written agreement (except asset allocation or
"wrap" accounts), (ii) employees of Trustmark (and family members), the
Distributor, Administrator, and affiliates and correspondents, (iii) or Trustees
of the Trust (and family members) or Directors of Trustmark (and family
members), (iv) any persons purchasing shares with the proceeds of a distribution
from a trust, investment management and other fiduciary account managed or
administered by Trustmark or its affiliates or correspondents, pursuant to a
written agreement and (v) persons who make an initial investment of one million
dollars or more or who, at the time of purchase have a balance of one million
dollars or more in the Funds. Purchases may be made through an authorized broker
or financial institution, including the Fund, by mail or by wire.

SERVICE ORGANIZATIONS

Each Fund may pay fees to various banks, including Trustmark, trust
companies, broker-dealers and other financial organizations ("Service
Organizations") for providing administrative services for the Funds, such as
maintaining shareholder accounts and records. Institutional investors are not
required to purchase Fund shares through or maintain an account with a Service
Organization.

REDEMPTIONS

Shares may be redeemed at their next determined net asset value. See
"Redemption of Fund Shares" and "Fund Share Valuation." Redemptions may be made
by letter or, if previously authorized, by telephone. The Funds reserve the
right to redeem upon not less than 30 days' written notice all shares in a Fund
account which, as a result of shareholder redemption, has a value below $500
($250 for Individual Retirement Accounts ("IRAs")).

DIVIDENDS AND DISTRIBUTIONS

Each Fund declares and pays its net investment income to shareholders of
record in accordance with the schedule set forth under "Dividends, Distributions
and Federal Income Tax." Any net realized long-term capital gains, if any, will
be distributed annually. All dividends and distributions will be automatically
reinvested at net asset value in additional Fund shares unless cash payment is
requested.

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

15
<PAGE> 16

restrictions and the Funds' investment objectives are fundamental policies,
which means that they may not be changed without a majority vote of shareholders
of the applicable Fund. Except for the objectives and those restrictions
specifically identified as fundamental, all other investment policies and
practices described in this Prospectus and in the SAI are not fundamental and
may be changed by the Board of Trustees without shareholder approval.

The Adviser selects investments and makes investment decisions based on the
investment objectives and policies of each Fund.

The Money Market Fund. The investment objective of the Fund is to provide
investors with as high a level of current income as is consistent with
preservation of capital and liquidity. The Fund pursues its objective by
investing its assets in a broad range of high quality, short-term, money market
instruments which have remaining maturities not exceeding 397 days. The Fund is
required to maintain a dollar-weighted average portfolio maturity of 90 days or
less. Generally, securities in which the Fund invests will not earn as high a
yield as securities of longer maturity, and/or of lesser quality which are
subject to greater market volatility. The Fund attempts to maintain the value of
its shares at a constant $1.00 per share, although there can be no assurance
that the Fund will always be able to do so.

The Adviser selects only those U.S. dollar-denominated debt instruments
which meet the high quality and credit risk standards established by the Board
of Trustees. The Fund will purchase commercial paper which, at the time of
investment, is rated in the top category by at least two Nationally Recognized
Statistical Rating Organizations ("NRSRO"), or the only NRSRO rating the
security or, if not rated, are, in the opinion of the Adviser of an investment
quality comparable to rated commercial paper in which the Fund may invest.
Corporate debt securities (bonds, debentures, notes and other similar debt
instruments) in which the Fund may invest have 397 days or less to maturity and
are rated AA or better by Standard & Poor's Corporation ("S&P") or Aa or better
by Moody's Investors Service ("Moody's"). The Fund will invest no more than 5%
of its total assets in debt securities which are rated below the top rating
category or if unrated are of comparable investment quality as determined by the
Adviser.

The Government Income Funds. The investment objective of the Short Term
Fund is to provide investors with as high a level of current income as is
consistent with limiting the risk of potential loss. Under normal conditions,
the Short Term Fund pursues its objective by investing at least 65% of its total
assets in short term government income securities which results in a dollar
weighted average portfolio maturity of less than three years. The maximum
maturity of any individual security held by the Short Term Fund is approximately
five years.

The investment objective of the Intermediate Fund is to provide investors
with a high level of current income. Total return, within certain parameters, is
a secondary consideration. Under normal conditions the Intermediate Fund will
invest at least 65% of its total assets in intermediate term government income
securities.

When selecting debt securities for the Short Term Fund and the Intermediate
Fund (collectively, the "Government Income Funds"), the Adviser seeks to select
those instruments that appear best calculated to achieve each Fund's investment
objective within the credit and risk tolerances established for the Fund. In
accordance with those policies, the Government Income Funds may purchase
commercial paper rated A-2 or better by S&P or Prime-2 or better by Moody's,
investment grade corporate debt securities rated BBB or better by S&P or Baa or
better by Moody's, investment grade mortgage and asset-backed securities and
other debt instruments, including money market securities, which are of
comparable quality in the Adviser's opinion pursuant to guidelines adopted by
the Board of Trustees and in interest rate futures. See the Appendix for a
description of bond ratings. The remaining net assets may be invested in bank
obligations, commercial paper, corporate debt securities, mortgage-related
securities and other asset-backed securities. The Government

16
<PAGE> 17

Income Funds will generally not pay brokerage commissions when purchasing
portfolio securities but will incur certain transaction costs. For temporary
defensive purposes, e.g., during periods in which adverse market or economic
conditions warrant, or when, in the opinion of the Advisor it is in the best
interests of the Fund, the Fund may invest up to 100% of its assets in money
market instruments.

The Small Cap Fund. The investment objective of the Small Cap Fund is
long-term capital appreciation. Under normal market conditions, the Small Cap
Fund will invest at least 65% of its assets in the common stock of issuers
comprising the Standard & Poor's SmallCap 600 Index at the time of purchase. The
Fund may invest up to 35% of its total assets in foreign securities and American
Depository Receipts ("ADRs"), equity securities and equivalents of larger
capitalized companies, investment grade fixed income securities, such as
preferred stock, mortgage related and asset backed securities, debt securities
and securities convertible into common or preferred stock, and in obligations of
the U.S. government, its agencies or instrumentalities, (including such
obligations subject to repurchase agreements) and in options, warrants and
futures contracts as determined by the Adviser (see "Description of Securities
and Investment Practices"). Investment grade bonds, for example, are those rated
"Baa" or better by Moody's or "BBB" or better by S&P or of a comparable rating
by another nationally recognized statistical rating organization or, if unrated,
determined by the Adviser to be of comparable investment quality. While
"Baa"/"BBB" securities and comparable unrated securities may produce a higher
return, they are subject to a greater degree of market fluctuation and credit
risks than the higher quality securities in which the Fund may invest and may be
regarded as having speculative characteristics as well. The Fund may also invest
in short term (maturing in less than one year) money market instruments,
including commercial paper rated "A-1" or better by S&P or "P-1" or better by
Moody's. For temporary defensive purposes, e.g., during periods in which adverse
market or economic conditions warrant, or when, in the opinion of the Adviser it
is in the best interests of the Fund, the Fund may invest up to 100% of its
assets in non-equity securities and money market instruments and in equity
securities of larger capitalized companies.

On December 31, 1993, Standard and Poor's introduced the S&P Small Cap 600
Index covering smaller capitalized, publicly traded companies domiciled in the
United States. As of June 30, 1997 the Index contains 600 issues with market
capitalizations ranging from approximately $40 million to $3 billion. The median
market capitalization of the Index is approximately $425 million and complements
both the S&P 500 Index and the S&P 400 Mid Cap Index. The Index was developed in
response to a widespread interest in smaller capitalized issues, which, though
more volatile than larger capitalized indices, has historically provided for
periods of greater price appreciation.

The Adviser will rely extensively upon computer models developed by it for
stock selection. This disciplined approach, which is based on input of company
fundamentals, allows the model to rank the companies in the S&P Small Cap 600
Index in order of attractiveness. It is anticipated that in order to maintain
economic sector weightings comparable to that of the Index, the Fund, depending
on asset size, will contain anywhere from approximately 40 to 200 of the most
attractive companies ranked by the model. The Adviser may also rely upon other
factors, both qualitative and quantitative, in determining the composition of
the Fund.

Factors considered by the Adviser when selecting the most attractive stocks
include the following: (1) company profitability; (2) earnings volatility; (3)
relative valuation and earnings momentum; (4) composite rank; (5) dividend
yield; and (6) proprietary analysis of earnings momentum and valuation.

The common shares of small capitalization companies often pay no dividends,
thus current income is not a significant factor in the selection of stocks. The
Adviser will select portfolio securities based on characteristics such as the
financial strength and profitability of the company, the expertise of management
and the growth potential of the company. A majority of the companies in which
the Fund invests are expected

17
<PAGE> 18

to be traded in the over-the-counter market, although the common shares of many
companies are traded on the New York Stock Exchange or the American Stock
Exchange.

The securities of small capitalization companies may offer greater
potential for capital appreciation than the securities of larger companies since
they may be overlooked by investors or undervalued in relation to their earnings
power. Small capitalization companies generally are not as well known to the
investing public and have less of an investor following than larger companies,
thus they may provide greater opportunities for long-term capital appreciation
as a result of relative inefficiencies in the marketplace.

The Fund should not be considered suitable for investors who are unable or
unwilling to assume the risk of loss inherent in a program of investment in
small capitalization companies. Small capitalization companies are more volatile
than larger capitalization companies. The Fund may invest in relatively new or
unseasoned firms, which are in their early stages of development, or small
companies positioned in new and emerging industries. Securities of small and
unseasoned companies present greater risks than securities of larger, more
established companies. The companies in which the Fund may invest may have
limited revenues and product lines, and may have a small share of the market for
their products or services. Small companies may lack depth of management. They
may be unable to internally generate funds necessary for growth or potential
development or to generate such funds through external financing on favorable
terms. They may be developing or marketing new products or services for which
markets are not yet established and may never become established. Due to these
and other factors, small companies may incur significant losses, therefore,
investments in such companies are speculative.

Mid Cap Fund. The investment objective of the Mid Cap Fund is to seek to
achieve growth of capital by attempting to outperform the S&P MidCap Index. The
Mid Cap Fund will purchase common stocks of mid-sized companies (companies with
market capitalization ranging from $200 million to $5.2 billion at the time of
purchase), including common stocks listed on the S&P MidCap Index (collectively,
"Mid Cap Common Stocks"). There is no assurance that the Fund will achieve its
investment objective.

Although under normal market conditions the Fund intends to invest all of
its assets in Mid Cap Common Stocks (and in no event less than 65% of the Fund's
total assets), the Fund may invest up to 35% of its assets in other types of
investment grade fixed income securities (primarily preferred stock, debt
securities and securities convertible into common or preferred stock), mortgage
related and asset backed securities, equity securities of larger capitalized
companies and foreign securities and ADRs, and in options and warrants, as
determined by the Adviser (see "Description of Securities and Investment
Practices"). When warranted by business or financial conditions, or when, in the
opinion of the Adviser, it is in the best interests of the Fund, the Fund may
invest temporarily or for defensive purposes without limitation in equity
securities of larger capitalized companies, investment grade debt securities,
preferred stock, obligations of the U.S. government, its agencies or
instrumentalities (including such obligations subject to repurchase agreements),
or in short-term (maturing in less than one year) money market instruments,
including commercial paper rated "A-1" or better by S&P or "P-1" or better by
Moody's.

In June 1991, S&P introduced the S&P MidCap Index covering middle size
companies traded in the United States. The S&P MidCap Index contains 400
domestic stocks with market capitalization ranging from $200 million to $5.2
billion. The median market capitalization is about $600 million. This index,
which complements the widely used S&P's 500 Index, was developed in response to
widespread interest in the U.S. and international investment communities as a
way to track and invest in a broad base of companies with market capitalizations
smaller than those in the "500" but still large enough to be liquid and easily
traded by large investors.

18
<PAGE> 19

400 stocks in the S&P MidCap Index in order of attractiveness. The Fund,
depending on the size, will contain anywhere from approximately 40 to 120 of the
most attractive stocks ranked by the model. The Adviser may also rely upon other
factors both fundamental and non-fundamental in determining the composition of
the Fund.

Factors considered by the Adviser when selecting the most attractive stocks
include the following: (1) company profitability; (2) dividend yield; (3)
earnings volatility; (4) proprietary valuation model; (5) proprietary analysis
of earnings momentum; (6) relative valuation and relative earnings momentum; and
(7) composite rank.

Under normal market conditions, the Fund will invest at least 65% of the
value of its total assets in Mid Cap Common Stocks. Common stocks represent the
residual ownership interest in the issuer and are entitled to the income and
increase in the value of the assets and business of the entity after all of its
obligations and preferred stocks are satisfied. Common stocks generally have
voting rights. Common stocks fluctuate in price in response to many factors
including historical and prospective earnings of the issuer, the value of its
assets, general economic conditions, interest rates, investor perceptions and
market liquidity.

The Large Cap Equity Fund. The investment objective of the Large Cap
Equity Fund is to provide investors with long-term capital appreciation. In
selecting equity investments (which include common stocks of U.S. companies and
ADRs of foreign companies) for the Large Cap Equity Fund, the Adviser selects
companies for investment using both quantitative and qualitative analysis to
identify those issuers that, in the Adviser's opinion, exhibit above average
earnings growth and are attractively valued utilizing a multi-factor model. The
quantitative multi-factor approach analyzes companies in six broad categories of
relative valuation. These categories are measures of (1) value, (2) yield, (3)
price and earnings momentum, (4) historical and projected earnings growth, (5)
price and earnings risk, and (6) liquidity. ADRs are dollar-denominated receipts
generally issued by domestic banks, which represent the deposit with the bank of
a security of a foreign issuer, and which are publicly traded on exchanges or
over-the-counter in the United States.

The Adviser may also select other equity investments for the Large Cap
Equity Fund such as preferred stocks, high grade securities convertible into
common stocks, and warrants. The Large Cap Equity Fund will not invest more than
5% of its net assets in warrants, no more than 2% of which will be invested in
warrants which are not listed on the New York or American Stock Exchanges.
Normally, the Large Cap Equity Fund will invest at least 65% of its total assets
in common stocks or securities convertible into common stocks of large, well
established companies with market capitalization in excess of $1 billion at the
time of purchase ("Large Cap Common Stocks"). Under normal conditions, up to 35%
of the Fund's total assets may be invested in investment grade fixed income
securities, mortgage related and asset backed securities, U.S. Government
securities, foreign securities and options and futures transactions. When
warranted by business or financial conditions, or when in the opinion of the
Adviser it is in the best interests of the Fund, the Fund may, for temporary or
defensive purposes, invest up to 100% of its total assets in U.S. Government
securities or, subject to a 25% industry concentration limitation, certificates
of deposit, bankers' acceptances, commercial paper, repurchase agreements
(maturing in seven days or less) and debt obligations of corporations (corporate
bonds, debentures, notes and other similar corporate debt instruments) which are
rated A or better by at least two rating organizations.

The following describes in greater detail different types of securities and
investment practices used by certain of the Funds.

19
<PAGE> 20

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

U.S. Government Securities (all Funds). The Funds may invest in all types
of securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies, authorities or instrumentalities, including U.S.
Treasury obligations with varying interest rates, maturities and dates of
issuance, such as U.S. Treasury bills (maturities of one year or less), U.S.
Treasury notes (generally maturities of one to ten years) and U.S. Treasury
bonds (generally maturities of greater than ten years) and obligations issued or
guaranteed by U.S. Government agencies or which are supported by the full faith
and credit pledge of the U.S. Government. In the case of U.S. Government
obligations which are not backed by the full faith and credit pledge of the
United States, the Fund 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 in the event the agency or instrumentality is
unable to meet its commitments. Such securities may also include securities for
which the payment of principal and interest is backed by an irrevocable letter
of credit issued by the U.S. Government, its agencies, authorities or
instrumentalities and participations in loans made to foreign governments or
their agencies that are substantially guaranteed by the U.S. Government (such as
Government Trust Certificates). See "Mortgage-Related Securities" and "Other
Asset-Backed Securities" below.

Bank Obligations (all Funds). These obligations include negotiable
certificates of deposit and bankers' acceptances. The Funds limit their bank
investments to dollar-denominated obligations of U.S. banks which have more than
$1 billion in total assets at the time of investment and are members of the
Federal Reserve System or are examined by the Comptroller of the Currency, or
whose deposits are insured by the FDIC.

Commercial Paper (all Funds). Commercial paper includes short-term
unsecured promissory notes, variable rate demand notes and variable rate master
demand notes issued by U.S. banks and bank holding companies, U.S. corporations
and financial institutions, as well as similar taxable and tax-exempt
instruments issued by government agencies and instrumentalities. Each Fund
establishes its own standards of creditworthiness for issuers of such
investments.

Corporate Debt Securities (all Funds). The Funds may invest in U.S.
dollar-denominated obligations issued or guaranteed by U.S. corporations or U.S.
commercial banks, U.S. dollar denominated obligations of foreign issuers,
including, for the Equity and Government Funds, those described below under
"Foreign Securities and American Depository Receipts." Such debt obligations
include, among others, bonds, notes, debentures, commercial paper and variable
rate demand notes. Bank obligations include, but are not limited to certificates
of deposit, bankers' acceptances, and fixed time deposits. The Adviser, in
choosing corporate debt securities on behalf of a Fund will evaluate each issuer
based on (i) general economic and financial conditions; (ii) the specific
issuer's (a) business and management, (b) cash flow, (c) earnings coverage of
interest and dividends, (d) ability to operate under adverse economic
conditions, (e) fair market value of assets, and (f) in the case of foreign
issuers, unique political, economic or social conditions to such issuer's
country; and, (iii) other considerations the Adviser deems appropriate.
Investment in obligations of foreign issuers may present a greater degree of
risk than investment in domestic securities (see "Foreign Securities and
American Depository Receipts" below for more details). The Money Market Fund's
investments in U.S. corporate debt securities are limited to corporate bonds,
debentures, notes and other similar corporate debt instruments which meet
previously disclosed minimum ratings or if unrated, are in the Adviser's opinion
comparable in quality to corporate debt securities in which the Fund may invest.

20
<PAGE> 21

into repurchase agreements only with dealers, domestic banks (members of the
Federal Reserve System having total assets in excess of $500 million) or
recognized financial institutions which, in the opinion of the Adviser and in
accordance with guidelines adopted by the Board of Trustees, present minimal
credit risks. While the maturity of the underlying securities in a repurchase
agreement transaction may be more than one year, repurchase agreements with a
maturity of greater than seven days will be considered illiquid. See "Investment
Restrictions." In the event of default by the seller under the repurchase
agreement, a Fund may have problems in exercising its rights to the underlying
securities and may experience time delays in connection with the disposition of
such securities.

Loans of Portfolio Securities (all Funds). To increase income, the Funds
may lend their securities to securities broker-dealers or financial institutions
if (1) the loan is collateralized in accordance with applicable regulatory
requirements including collateralization continuously at no less than 100% by
marking to market daily, (2) the loan is subject to termination by the Fund at
any time, (3) the Fund receives reasonable interest or fee payments on the loan,
(4) the Fund is able to exercise all voting rights with respect to the loaned
securities and (5) the loan will not cause the value of all loaned securities to
exceed (i) in the case of the Mid Cap and Small Cap Funds, one third of the
value of the Fund's assets and (ii) in the case of all other Funds, 5% of such
Fund's total assets.

If the borrower fails to maintain the requisite amount of collateral, the
loan automatically terminates and the Fund could use the collateral to replace
the securities while holding the borrower liable for any excess of replacement
cost over the value of the collateral. As with any extension of credit, there
are risks of delay in recovery and in some cases even loss of rights in
collateral should the borrower of the securities fail financially.

Variable and Floating Rate Demand and Master Demand Notes (all Funds). The
Funds may, from time to time, purchase variable or floating rate demand notes
issued by corporations, bank holding companies and financial institutions and
similar taxable and tax exempt instruments issued by government agencies and
instrumentalities. These securities will typically have a maturity over one year
but carry with them the right of the holder to put the securities to a
remarketing agent or other entity at designated time intervals and on specified
notice. The obligation of the issuer of the put to repurchase the securities may
be backed up by a letter of credit or other obligation issued by a financial
institution. The purchase price is ordinarily par plus accrued and unpaid
interest. Generally, the remarketing agent will adjust the interest rate every
seven days (or at other specified intervals) in order to maintain the interest
rate at the prevailing rate for securities with a seven-day or other designated
maturity. A Fund's investment in demand instruments which provide that such Fund
will not receive the principal note amount within seven days' notice, in
combination with a Fund's other investments in illiquid instruments, will be
limited to an aggregate total of 15% (10% with respect to the Money Market Fund)
of that Fund's net assets.

The Funds may also buy variable rate master demand notes. The terms of
these obligations permit a Fund to invest fluctuating amounts at varying rates
of interest pursuant to direct arrangements between a Fund, as lender, and the
borrower. These instruments permit weekly and, in some instances, daily changes
in the amounts borrowed. Each Fund has the right to increase the amount under
the note at any time up to the full amount provided by the note agreement, or to
decrease the amount, and the borrower may repay up to the full amount of the
note without penalty. The notes may or may not be backed by bank letters of
credit. Because the notes are direct lending arrangements between a Fund and a
borrower, it is not generally contemplated that they will be traded, and there
is no secondary market for them, although they are redeemable (and, thus,
immediately repayable by the borrower) at principal amount, plus accrued
interest, at any time. In connection with any such purchase and on an ongoing
basis, the Adviser will consider the earning power, cash flow and other
liquidity ratios of the issuer, and its ability to pay principal and interest on
demand, including a situation in which all holders of such notes make demand
simultaneously. While master demand notes, as such, are not typically rated by
credit rating agencies, a Fund may, under its minimum rating

21
<PAGE> 22

standards, invest in them only if at the time of an investment, the issuer meets
the criteria set forth in this Prospectus for short term debt securities.

Foreign Securities and American Depository Receipts ("ADRs") (the Equity
Funds). The Equity Funds may invest in foreign securities through the purchase
of ADRs and may also invest directly in certain debt securities of foreign
issuers. The foreign debt securities in which the Equity Funds may invest
include securities issued by foreign branches of U.S. banks and foreign banks,
Canadian commercial paper and Europaper (U.S. dollar denominated commercial
paper of a foreign issuer). Each Equity Fund's investment in foreign debt
securities is limited to 5% of its total assets.

The Equity Funds may invest in securities represented by ADRs. ADRs are
dollar-denominated receipts generally issued by domestic banks, which represent
the deposit with the bank of a security of a foreign issuer, and which are
publicly traded on exchanges or over-the-counter in the United States. The Funds
may invest in both sponsored and unsponsored ADR programs. There are certain
risks associated with investments in unsponsored ADR programs. Because the
non-U.S. company does not actively participate in the creation of the ADR
program, the underlying agreement for service and payment will be between the
depository and the shareholder. The company issuing the stock underlying the
ADRs pays nothing to establish the unsponsored facility, as fees for ADR
issuance and cancellation are paid by brokers. Investors directly bear the
expenses associated with certificate transfer, custody and dividend payment.

In an unsponsored ADR program, there also may be several depositories with
no defined legal obligations to the non-U.S. company. The duplicate depositories
may lead to marketplace confusion because there would be no central source of
information to buyers, sellers and intermediaries. The efficiency of
centralization gained in a sponsored program can greatly reduce the delays in
delivery of dividends and annual reports. In addition, with respect to all ADRs
there is always the risk of loss due to currency fluctuations. The Funds will
not invest more than 20% of their total assets in ADRs.

Investments in foreign securities and ADRs involve certain risks not
typically involved in purely domestic investments, including future foreign
political and economic developments, and the possible imposition of foreign
governmental laws or restrictions applicable to such investments. Securities of
foreign issuers, including through ADRs, are subject to different economic,
financial, political and social factors. Individual foreign economics may differ
favorably or unfavorably from the U.S. economy in such respects as growth of
gross national product, rate of inflation, capital reinvestment, resources,
self-sufficiency and balance of payments position. With respect to certain
countries, there is the possibility of expropriation of assets, confiscatory
taxation, political or social instability or diplomatic developments which could
adversely affect the value of the particular security or ADR. There may be less
publicly available information about a foreign company than about a U.S.
company, and foreign companies may not be subject to accounting, auditing and
financial reporting standards and requirements comparable to those of U.S.
companies.

When Issued Delayed, Delivery Securities and Forward Commitments (All
Funds, except Money Market Fund). The Funds may enter into forward commitments
for the purchase or sale of securities, including on a "when issued" or "delayed
delivery" basis. In some cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and consummation of a merger,
corporate reorganization or debt restructuring. When such transactions are
negotiated, the price is fixed at the time of the commitment, with payment and
delivery taking place in the future, generally a month or more after the date of
the commitment. While the Funds will only enter into a forward commitment with
the intention of actually acquiring the security, the Funds may sell the
security before the settlement date if it is deemed advisable.

Securities purchased under a forward commitment are subject to market
fluctuation, and no interest (or dividends) accrues to a Fund prior to the
settlement date. The Funds will segregate cash or liquid high-grade

22
<PAGE> 23

debt securities with the Fund's custodian in an aggregate amount at least equal
to the amount of its outstanding forward commitments.

Mortgage-Related Securities (all Funds). The Funds may invest in various
mortgage-related securities. Mortgage loans made by banks, savings and loans
institutions and other lenders are often assembled into pools, the interests in
which may be 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 securities are pass-through securities, which means they
provide investors with payments consisting of both principal and interest from
mortgages in the underlying mortgage pool. Investors receive a pro rata share of
both regular interest and principal payments (less issuer fees and applicable
loan servicing fees), as well as unscheduled early prepayments on the underlying
mortgage pool. The dominant issuers or guarantors of mortgage securities today
are the Government National Mortgage Association ("GNMA"), the Federal National
Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation
("FHLMC"). GNMA guarantees mortgage-backed securities composed of
Government-guaranteed or insured (Federal Housing Authority, Veterans
Administration or Farmers Home Administration) mortgages originated by mortgage
bankers, commercial banks and savings and loan associations. GNMA and FHLMC
guarantee mortgage securities composed of 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 principal and interest on GNMA pass-through 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
currently guarantees timely payment and ultimate payment of interest and either
timely payment of principal or eventual payment of principal depending upon the
date of issue. Securities issued by FNMA and FHLMC are not backed by the full
faith and credit of the United States; however, they have a close relationship
with the U.S. Government. The yields provided by these mortgage securities have
historically exceeded the yields on other types of U.S. Government securities.
However, like most mortgage-backed securities, the experienced yield is
sensitive to interest rates and the rate of principal payments (including
prepayments). Prepayments on underlying mortgages result in a loss of
anticipated interest, and all or part of a premium if any has been paid, and the
actual yield (or total return) to the Fund may be different than the quoted
yield on the securities. Mortgage prepayments generally increase with falling
interest rates and decrease with rising interest rates. Like other fixed income
securities, when interest rates rise, the value of a mortgage pass-through
security generally will decline; however, when interest rates are declining, the
value of mortgage pass-through securities with prepayment features may not
increase as much as that of other fixed-income securities. Because the average
life of mortgage-related securities may lengthen with increases in interest
rates, the portfolio weighted average life of the mortgage-related securities in
which a Fund is invested may at times lengthen due to this effect. Under these
circumstances, the Adviser may, but is not required to, sell securities in order
to maintain an appropriate portfolio weighted average life.

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 Funds also may invest in mortgage pass-through
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. The yields to
maturity on IOs and POs are particularly sensitive to interest rates and 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, the Funds may not fully recoup its initial investment
in IOs. Conversely, if the underlying mortgage assets experience less than
anticipated prepayments of principal, the return of POs

23
<PAGE> 24

could be adversely affected. The Funds will treat IOs and POs as illiquid
securities except for IOs and POs issued by the U.S. Government agencies and
instrumentalities backed by fixed-rate mortgages, whose liquidity is monitored
by the Adviser.

The Funds may also invest in certain Collateralized Mortgage Obligations
("CMOs") and Real Estate Mortgage Investment Conduits ("REMICs") which are
hybrid instruments with characteristics of both mortgage-backed bonds and
mortgage pass-through securities. Interest and prepaid principal on a CMO or
REMIC are paid monthly or semi-annually. CMOs and REMICs may be collateralized
by whole mortgage loans but are more typically collateralized by portfolios of
mortgage pass-through securities guaranteed by GNMA, FHLMC or FNMA. CMOs and
REMICs are structured into multiple classes, with each class bearing a different
expected maturity. Payments of principal, including repayments, are first
returned to investors holding the shortest maturity class; investors holding the
longer maturity classes generally receive principal only after the earlier
classes have been retired. To the extent a particular CMO or REMIC is issued by
an investment company, a Fund's ability to invest in such CMOs or REMICs will be
limited. The Funds will not invest in the residual interests of REMICs.

The Adviser expects that new types of mortgage-related securities may be
developed and offered to investors. The Adviser will, consistent with the Funds'
investment objectives, policies and quality standards, consider making
investments in such new types of mortgage-related securities.

The yield characteristics of mortgage-related 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 Fund purchases 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
a Fund purchases these securities at a discount, faster than expected
prepayments will increase, while slower than expected prepayments will reduce,
yield to maturity. In recognition of this prepayment risk to investors, the
Public Securities Association (the "PSA") has standardized the method of
measuring the rate of mortgage loan principal prepayments. The PSA formula, the
Constant Prepayment Rate or other similar models that are standard in the
industry will be used by the Fund in calculating maturity for purposes of its
investment in mortgage-related securities.

Like other bond investments, the value of mortgage-backed securities will
tend to rise when interest rates fall and to fall when interest rates rise.
Their value may also be affected by changes in the market's perception of the
creditworthiness of the entity issuing or guaranteeing them or by changes in
government regulations and tax policies. Because of these factors, the Funds'
share value and yield are not guaranteed and the Government Income Funds' and
the Equity Funds' share values will fluctuate, and there can be no assurance
that each Fund's investment objective will be achieved. The magnitude of these
fluctuations generally will be greater when the average maturity of the Fund's
portfolio securities is longer.

24
<PAGE> 25

because of depreciation, damage or loss of the vehicles securing the contracts,
or other factors. For asset-backed securities, the industry standard uses a
principal prepayment model, the ABS model, which is similar to the PSA described
previously under "Mortgage-Related Securities." Either the PSA model, the ABS
model or other similar models that are standard in the industry will be used by
a Fund in calculating maturity for purposes of its investment in asset-backed
securities.

Interest Rate Futures (the Government Income Funds and the Money Market
Fund only). The Funds may purchase and sell interest rate futures contracts
("futures contracts") as a hedge against changes in interest rates, provided
that not more than 25% of each Fund's net assets are at risk due to such
transactions. A futures contract is an agreement between two parties to buy and
sell a security for a set price on a future date. Future contracts are traded on
designated "contracts markets" which, through their clearing corporations,
guarantee performance of the contracts. Currently, there are futures contracts
based on securities such as long-term U.S. Treasury bonds, U.S. Treasury notes,
GNMA Certificates and three-month U.S. Treasury bills.

Generally, if market interest rates increase, the value of outstanding debt
securities decline (and vice versa). Entering into a futures contract for the
sale of securities has an effect similar to the actual sale of securities,
although sale of the futures contract might be accomplished more easily and
quickly. For example, if a Fund holds long-term U.S. Government securities and
the Adviser anticipates a rise in long-term interest rates, it could, in lieu of
selling its portfolio securities, enter into futures contracts for the sale of
similar long-term securities. If rates increased and the value of a Fund's
portfolio securities declined, the value of the Fund's futures contracts would
increase, thereby protecting the Fund by preventing its net asset value from
declining as much as it otherwise would have declined. Similarly, entering into
futures contracts for the purchase of securities has an effect similar to actual
purchase of the underlying securities, but permits the continued investment of
securities other than the underlying securities. For example, if the Adviser
expects long-term interest rates to decline, the Fund might enter into futures
contracts for the purchase of long-term securities, so that it could gain rapid
market exposure that may offset anticipated increases in the cost of securities
it intends to purchase, while continuing to hold higher-yielding short-term
securities or waiting for the long-term market to stabilize. The Funds will
maintain a segregated account when engaged in transactions regarding interest
rate futures contracts in an amount sufficient to cover the obligations of the
Government Income Funds pursuant to such contracts.

Options on Common Stocks and Stock Indices (the Equity Funds only). Each
Fund may write (i.e., sell) call options ("calls") if the calls are "covered"
throughout the life of the option. A call is "covered" if a Fund owns or has the
right to acquire the optioned securities and maintains, in a segregated account
with its custodian, liquid assets with a value sufficient to meet its
obligations under the call, or if a Fund owns an offsetting call option. When a
Fund writes a call, it receives a premium and gives the purchaser the right to
buy the underlying security at any time during the call period (usually not more
than nine months in the case of common stock) at a fixed exercise price,
regardless of market price changes during the call period. If the call is
exercised, each Fund forgoes any gain from an increase in the market price of
the underlying security over the exercise price.

Each Fund also may purchase put options ("puts"). When a Fund purchases a
put, it pays a premium in return for the right to sell the underlying security
at the exercise price at any time during the option period. If any put is not
exercised or sold, it will become worthless on its expiration date. If a put is
purchased and becomes worthless on its expiration date, a Fund will have lost
the premium and this will have the effect of reducing the Fund's return.

25
<PAGE> 26

the premium, less commission costs, received on the sale of the call. A gain
also will be realized if a call which the Fund has written lapses unexercised,
because the Fund would retain the premium.

Each Fund will not purchase options if, as a result, the aggregate cost of
all outstanding options exceeds 10% of the Fund's total assets. There can be no
assurance that a liquid secondary market will exist at any given time for a
particular option.

Stock Index Futures Contracts (the Small Cap and Large Cap Equity Funds
only). Each Fund may enter into stock index futures contracts in order to
protect the value of common stock investments, provided that not more than 25%
of the Fund's assets are at risk due to such transactions. A stock index futures
contract is an agreement in which one party agrees to deliver to the other an
amount of cash equal to a specific dollar amount times the difference between
the value of a specific stock index at the close of the last trading day of the
contract and the price at which the agreement is made. As the aggregate market
value of the stocks in the index changes, the value of the index also will
change. In the event that the index level rises above the level at which the
stock index futures contract was sold, the seller of the stock index futures
contract will realize a loss determined by the difference between the two index
levels at the time of expiration of the stock index futures contract, and the
purchaser will realize a gain in that amount. In the event the index level falls
below the level at which the stock index futures contract was sold, the seller
will recognize a gain determined by the difference between the two index levels
at the expiration of the stock index futures contract, and the purchaser will
realize a loss. Stock index futures contracts expire on a fixed date, currently
one to seven months from the date of the contract, and are settled upon
expiration of the contract.

Each Fund intends to buy stock index futures contracts for the purpose of
maintaining a fully invested position during periods of relatively large cash
inflows and therefore would normally be a buyer of stock index futures
contracts. If the Fund is unable to invest its cash (or cash equivalents) in
stock in an orderly fashion, the Fund could purchase a stock index futures
contract which may be used to offset any increase in the price of the stock.
However, it is possible that the market may decline instead, resulting in a loss
on the stock index futures contract. If a Fund then concludes not to invest in
stock at that time, or if the price of the securities to be purchased remains
constant or increases, the Fund will realize a loss on the stock index futures
contract that is not offset by a reduction in the price of securities purchased.
Each Fund may buy or sell stock index futures contracts to close out existing
futures positions.

Put Options on Stock Index Futures Contracts (the Small Cap and Large Cap
Equity Funds only). Each Fund may purchase put options on stock index futures as
another method of protecting the Large Cap Equity Fund's assets against market
declines. See the SAI for further information about these options contracts.

There can be no assurance that a liquid market will exist at a time when a
Fund seeks to close out a futures contract or a futures option position. Most
futures exchanges and boards of trade limit the amount of fluctuation permitted
in futures contract prices during a single day. Once the daily limit has been
reached on a particular contract, no trades may be made that day at a price
beyond that limit. In addition, certain of these instruments are relatively new
and without a significant trading history. As a result, there is no assurance
that an active secondary market will develop or continue to exist. Lack of a
liquid market for any reason may prevent a Fund from liquidating an unfavorable
position and the Fund would remain obligated to meet margin requirements until
the position is closed. Each Fund will maintain a segregated account when
engaged in transactions regarding put options on stock index futures contracts
in an amount sufficient to cover the obligation of the Fund pursuant to such
contracts. To the extent that puts, calls, straddles and similar investment
strategies involve instruments regulated by the Commodity Futures Trading
Commission, each Fund is limited to an investment not in excess of 5% of its
total assets.

26
<PAGE> 27

monitor the Fund's use of such techniques and report to the Board of Trustees
concerning their impact, if any, on liquidity and the Fund's ability to meet
redemptions. For additional information regarding options and futures contracts
see, "Additional Permitted Investment Activities" in the SAI.

Illiquid Investments (all Funds). It is the policy of each Fund that
illiquid securities (including repurchase agreements of more than seven days'
duration and variable and floating rate demand and master demand notes not
requiring receipt of the principal note amount within seven days' notice) may
not constitute, at the time of purchase or at any time, more than 15% (10% with
respect to the Money Market Fund) of the value of the total net assets of each
such Fund.

Illiquid securities include (a) securities that are illiquid by virtue of
legal or contractual restrictions on resale or the absence of a readily
available market, (b) participation interests in loans that are not subject to
puts and (c) repurchase agreements not terminable within seven days. See
"Repurchase Agreements" above.

Securities that have legal or contractual restrictions on resale but have a
readily available market are not deemed illiquid for purposes of this
limitation. Consequently, investments in restricted securities eligible for
resale pursuant to Rule 144A of the Securities Act of 1933 which have been
determined to be liquid by the Fund's Board of Trustees based upon the trading
markets for the securities will not be included for purposes of this limitation.
Rule 144A permits certain qualified institutional buyers, such as the Funds, to
trade in privately placed securities even though such securities are not
registered under the 1933 Act. The Adviser, under the supervision of the Board
of Trustees, will consider whether securities purchased under Rule 144A are
illiquid and thus subject to each Fund's restriction of investing no more than
15% (10% with respect to the Money Market Fund) of its assets in illiquid
securities. A determination of whether a Rule 144A security is liquid or not is
a question of fact. In making this determination the Adviser will consider the
trading markets for the specific security taking into account the unregistered
nature of a Rule 144A security. In addition, the Adviser could consider the (1)
frequency of trades and quotes, (2) number of dealers and potential purchasers,
(3) dealer undertakings to make a market, and (4) the nature of the security and
of marketplace trades (e.g., the time needed to dispose of the security, the
method of soliciting offers and the mechanics of transfer). The liquidity of
Rule 144A securities would be monitored and, if as a result of changed
conditions, it is determined that a Rule 144A security is no longer liquid, a
Fund's holdings of illiquid securities would be reviewed to determine what, if
any, steps are required to assure that the Fund does not invest more than 15%
(10% with respect to the Money Market Fund) of its assets in illiquid
securities. Investing in 144A securities could have the effect of increasing the
amount of a Fund's assets invested in illiquid securities if qualified
institutional buyers are unwilling to purchase such securities.

Warrants and Rights (the Equity Funds). The Funds may invest in warrants
or rights of securities of companies (other than those acquired in units or
attached to other securities) which entitle the holder to buy equity securities
at a specific price for a specific period of time but will do so only if such
equity securities are deemed appropriate by the Adviser for inclusion in the
Funds. In the event the underlying security does not sufficiently increase in
value during the period when the warrant may be exercised so as to provide an
attractive investment for the Funds, the warrant will expire and the Funds will
suffer a loss on the price it paid for the warrant. The Funds will not invest
more than 2% of its total assets in warrants or rights which are not listed on
the New York or American Stock Exchanges.

The Small Cap Fund will only invest in warrants or rights when the security
is issued and distributed by a company found within the Index universe and only
then when it is owned by the Fund prior to the security's distribution of
record. For the foreseeable future, it is not anticipated warrants and rights
will be included as a security comprising the S&P Small Cap 600 Index.

27
<PAGE> 28

limits prescribed by the Investment Company Act of 1940, as amended ("1940
Act"), which include a prohibition against a Fund investing more than 10% of the
value of its total assets in such securities. Investors should recognize that
the purchase of securities of other investment companies results in duplication
of expenses such that investors indirectly bear a proportionate share of the
expenses of such companies including operating costs, and investment advisory
and administrative fees.

Convertible Securities (the Equity Funds). Convertible securities may
include corporate notes or preferred stock but are ordinarily a long-term debt
obligation of the issuer convertible at a stated exchange rate into common stock
of the issuer. As with all debt securities, the market value of convertible
securities tends to decline as interest rates increase and, conversely, to
increase as interest rates decline. Convertible securities generally offer lower
interest or dividend yields than non-convertible securities of similar quality.
However, when the market price of the common stock underlying a convertible
security exceeds the conversion price, the price of the convertible security
tends to reflect the value of the underlying common stock. As the market price
of the underlying common stock declines, the convertible security tends to trade
increasingly on a yield basis, and thus may not depreciate to the same extent as
the underlying common stock. Convertible securities rank senior to common stocks
on an issuer's capital structure and are consequently of higher quality and
entail less risk than the issuer's common stock, although the extent to which
such risk is reduced depends in large measure upon the degree to which the
convertible security sells above its value as a fixed income security.

The Funds may invest in convertible securities when it appears to the
Adviser that it may not be prudent to be fully invested in Common Stocks. In
evaluating a convertible security, the Adviser places primary emphasis on the
attractiveness of the underlying common stock and the potential for capital
appreciation through conversion. See "Convertible Securities" in the SAI.

The Funds will purchase only investment grade convertible securities having
a rating of, or equivalent to, at least an S&P rating of BBB (which rating may
have speculative characteristics) or, if unrated, judged by the Adviser to be of
comparable quality. Securities in the lowest investment grade debt category
generally have higher yields, may have speculative characteristics and, as a
result, changes in economic conditions or other circumstances are more likely to
lead to a weakened capacity to make principal and interest payments than is the
case with higher investment grade securities. See "Description of Corporate Debt
Ratings" in the SAI.

Corporate Reorganizations (the Equity Funds). Subject to the Small Cap
policy of investing at least 65% of its total assets in S&P SmallCap 600 Index,
the Mid Cap Fund's policy of investing at least 65% of its total assets in Mid
Cap Common Stocks and the Large Cap Equity Fund's policy of investing at least
65% of its total assets in Large Cap Common Stock, the Funds may invest without
limit in securities listed on the S&P SmallCap 600 Index, the S&P MidCap Index
and the S&P 500 Index, respectively, for which a tender or exchange offer has
been made or announced and in securities of companies for which a merger,
consolidation, liquidation or similar reorganization proposal has been announced
if, in the judgment of the Adviser, there is a reasonable prospect of capital
appreciation significantly greater than the added portfolio turnover expenses
inherent in the short term nature of such transactions. The principal risk is
that such offers or proposals may not be consummated within the time and under
the terms contemplated at the time of the investment, in which case, unless such
offers or proposals are replaced by equivalent or increased offers or proposals
which are consummated, the Funds may sustain losses. For further information on
such investments, see "Description of the Fund's Investment Securities" in the
SAI.

28
<PAGE> 29

unseasoned companies. The Mid Cap and Large Cap Equity Fund will not invest more
than 5% of its respective net assets in small, unseasoned companies.

Short Sales (Mid Cap Fund and Small Cap Fund). The Funds may make short
sales of securities. A short sale is a transaction in which the Fund sells a
security it does not own in anticipation that the market price of that security
will decline. The Funds expect to make short sales both to obtain capital gains
from anticipated declines in securities and as a form of hedging to offset
potential declines in long positions in the same or similar securities. The
short sale of a security is considered a speculative investment technique.

When a Fund makes a short sale, it must borrow the security sold short and
deliver it to the broker-dealer through which it made the short sale in order to
satisfy its obligation to deliver the security upon conclusion of the sale. The
Funds may have to pay a fee to borrow particular securities and is often
obligated to pay over any payments received on such borrowed securities.

A Fund's obligation to replace the borrowed security will be secured by
collateral deposited with the broker-dealer, usually cash, U.S. government
securities or other highly liquid securities. The Funds will also be required to
deposit similar collateral with its Custodian to the extent, if any, necessary
so that the value of both collateral deposits in the aggregate is at all times
equal to the greater of the price at which the security is sold short or 100% of
the current market value of the security sold short. Depending on arrangements
made with the broker-dealer from which it borrowed the security regarding
payments received by a Fund on such security, such Fund may not receive any
payments (including interest) on its collateral deposited with such
broker-dealer.

If the price of the security sold short increases between the time of the
short sale and the time a Fund replaces the borrowed security, such Fund will
incur a loss; conversely, if the price declines, a Fund will realize a capital
gain. Any gain will be decreased, and any loss increased, by the transaction
costs described above. Although a Fund's gain is limited to the price at which
it sold the security short, its potential loss is theoretically unlimited.

The market value of the securities sold short of any one issuer will not
exceed either 5% of a Fund's total assets or 5% of such issuer's voting
securities. A Fund will not make a short sale, if, after giving effect to such
sale, the market value of all securities sold short exceeds 20% of the value of
its assets or the Fund's aggregate short sales of a particular class of
securities exceeds 20% of the outstanding securities of that class. Each Fund
may also make short sales "against the box" without respect to such limitations.
In this type of short sale, at the time of the sale, the Fund owns or has the
immediate and unconditional right to acquire at no additional cost the identical
security.

Reverse Repurchase Agreements (Small Cap Fund and Mid Cap Fund only). The
Funds may borrow funds for temporary purposes by entering into reverse
repurchase agreements in accordance with the investment restrictions described
below. Pursuant to such agreements, the Funds would sell portfolio securities to
financial institutions such as banks and broker-dealers, and agree to repurchase
them at a mutually agreed upon date and price. The Fund intends to enter into
reverse repurchase agreements only to avoid selling securities during market
conditions deemed unfavorable by the Adviser to meet redemptions. At the time a
Fund enters into a reverse repurchase agreement, it will place in a segregated
custodial account liquid assets such as are consistent with the Fund's
investment objective having a value not less than 100% of the repurchase price
(including accrued interest), and will subsequently monitor the account to
ensure that such required value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by a Fund may
decline below the price at which the Fund is obligated to repurchase the
securities. Reverse repurchase agreements are considered to be borrowings by an
investment company under the 1940 Act.

29
<PAGE> 30

Zero Coupon Securities (all Funds). The Funds may invest in zero coupon
securities. A zero coupon security pays no interest to its holder during its
life and is sold at a discount to its face value at maturity. The market prices
of zero coupon securities generally are more volatile than the market prices of
securities that pay interest periodically and are more sensitive to changes in
interest rates than non-zero coupon securities having similar maturities and
credit qualities.

The Funds may invest in separately traded principal and interest components
of securities guaranteed or issued by the U.S. Treasury if such components are
traded independently. Under the STRIPS (Separate Trading of Registered Interest
and Principal of Securities) program, the principal and interest components are
individually numbered and separately issued by the U.S. Treasury at the request
of depository financial institutions, which then trade the component parts
independently.

Currently Federal income tax law requires that a holder of a zero coupon
security report as income each year the portion of the original issue discount
on such security that accrues that year, even though the holder receives no cash
payments of interest during the year.

Portfolio Turnover

Purchases and sales are made for the Funds whenever necessary, in the
Adviser's opinion, to meet each Fund's objectives. Portfolio turnover may
involve the payment by the Funds of dealer spreads or underwriting commissions,
and other transaction costs, on the sale of securities, as well as on the
reinvestment of the proceeds in other securities. The greater the portfolio
turnover the greater the transaction costs to the Fund which will increase the
Fund's total operating expenses. In order to qualify as a regulated investment
company, except for fiscal years beginning after August, 1997, less than 30% of
the Fund's gross income must be derived from the sale or other disposition of
stock, securities or certain other investments held for less than three months.
Although increased portfolio turnover may increase the likelihood of additional
capital gains for the Fund, the Funds expect to satisfy the 30% income test. The
Small Cap Fund, Mid Cap Fund and Large Cap Equity Fund do not anticipate that
the portfolio turnover rate will exceed 200%, 200% and 100% respectively. The
portfolio turnover rate is not expected to exceed 250% for the Short Term Fund
and 150% for the Intermediate Fund.

30
<PAGE> 31

INVESTMENT RESTRICTIONS
(All Funds, except as indicated)

Each Fund is a diversified fund. As such, it will not, with respect to 75%
(100% with respect to the Money Market Fund) of its total assets, invest more
than 5% of such Fund's total assets in the securities of any one issuer (except
for U.S. Government securities) or purchase more than 10% of the outstanding
voting securities of any single issuer. Also, each Fund will invest less than
25% of its total assets in the securities of any one industry (except that the
Money Market Fund may invest more than 25% of its total assets in instruments
issued by domestic banks). For this purpose, U.S. Government securities (and
repurchase agreements related thereto) are not considered securities of a single
industry. The classification of each Fund as a diversified investment company is
a fundamental policy of each Fund and may be changed only with the approval of
the holders of a majority of the Fund's outstanding shares. As used in this
prospectus, the term "majority of outstanding shares" of each Fund means,
respectively, the vote of lesser of (i) 67% or more of the shares of the Fund
present at the meeting, if more than 50% of the outstanding shares of the Fund
are present or represented by proxy, or (ii) more than 50% of the outstanding
shares of the Fund. In addition to other restrictions listed in the SAI, the
Funds may not (except where specified):

(1) borrow money or pledge or mortgage its assets, except that each Fund
may borrow from banks and the Small Cap and Mid Cap Funds may engage in reverse
repurchase agreements. The Money Market Fund, the Government Income Funds and
the Large Cap Equity Fund may borrow from banks up to 10% of the current value
of their total net assets for temporary or emergency purposes and those
borrowings may be secured by the pledge of not more than 15% of the current
value of such Fund's total net assets (but investments may not be purchased by a
Fund while any such borrowings exist). The Small Cap and Mid Cap Funds may
borrow from banks for extraordinary or emergency purposes and engage in reverse
repurchase agreements provided that in the aggregate such borrowings do not
exceed an amount equal to one-third of the value of the total assets of the
Funds less its liabilities (not including the amount borrowed) at the time of
the borrowing and further provided that 300% asset coverage is maintained at all
times and that the Mid Cap and Small Cap Funds may not purchase securities while
borrowings exceeds 5% of its total assets.

(2) make loans, except loans of portfolio securities and except that a Fund
may enter into repurchase agreements with respect to its portfolio securities;

(3) invest more than 15% (10% with respect to the Money Market Fund) of the
market value of the Fund's net assets in illiquid investments including
repurchase agreements maturing in more than seven days.

Except as indicated otherwise, the foregoing investment restrictions and
those described in the SAI are fundamental policies of each Fund which may be
changed only when permitted by law and approved by the holders of a majority of
the applicable Fund's outstanding voting securities as described under "Other
Information -- Voting."

The Money Market Fund's diversification tests are measured at the time of
initial purchase, and calculated as specified in Rule 2a-7 of the Investment
Company Act of 1940, which may allow the Fund to exceed the limits specified in
this Prospectus for certain securities subject to guarantees or demand features.
The Fund will be deemed to satisfy the maturity requirements described in this
Prospectus to the extent that the Fund satisfies Rule 2a-7's maturity
requirements.

It is the intention of the Funds, unless otherwise indicated, that with
respect to the Funds' policies that are the result of the application of law
(for example, Rule 2a-7 with respect to the Money Market Fund), the Funds will
take advantage of the flexibility provided by rules or interpretations of the
SEC currently in existence or promulgated in the future or changes to such laws.

31
<PAGE> 32

If a percentage restriction on investment policies or the investment or use
of assets set forth in this Prospectus is adhered to at the time a transaction
is effected, later changes in percentage resulting from changing values will not
be considered a violation.

MANAGEMENT OF THE FUNDS

The business and affairs of each Fund are managed under the direction of
the Board of Trustees. Additional information about the Trustees, as well as the
Trust's executive officers, may be found in the SAI under the heading
"Management -- Trustees and Officers."

The Adviser. Trustmark National Bank, 248 East Capitol Street, Jackson,
Mississippi 39201, serves as investment adviser to the Funds. Trustmark manages
the investment and reinvestment of the assets of each Fund and continuously
reviews, supervises and administers the Funds' investments. Trustmark is
responsible for placing orders for the purchase and sale of the Funds'
investments directly with brokers and dealers selected by it in its discretion.

Trustmark's Trust Department, has assets in excess of $1.5 billion under
management. It was founded in 1890 and is the second largest commercial bank
headquartered in Mississippi. Trustmark has been managing trust monies for over
40 years. Shares of the Funds are not guaranteed by Trustmark, its parent or
affiliates, nor are they insured by the FDIC.

Trustmark has an investment management staff of highly trained
professionals who manage the assets of each Fund. Mr. Jonathan Rogers, a
Portfolio Manager, at Trustmark National Bank since 1990, is responsible for the
day-to-day management of the Short Term Fund's portfolio. Robert H. Spaulding is
responsible for the day-to-day management of the Intermediate Fund's portfolio.
Mr. Spaulding, a Vice President, has 20 years of trust experience with
Trustmark. Douglas P. Muenzenmay, who joined Trustmark in 1997 will be
responsible for day-to-day management of the Small Cap Fund with Douglas H.
Ralston, CFA acting as Associate Manager. Mr. Muenzenmay was previously employed
by Brenton Bank, Inc. as an equity fund portfolio manager. Mr. Ralston, Vice
President and Trust Officer with over 11 years investment experience joined
Trustmark in 1991. Prior to joining Trustmark, Mr. Ralston was employed by Third
National Bank of Nashville. Mr. Ralston is also responsible for the day-to-day
management of the Mid Cap Fund. Charles H. Windham, Jr., a Vice President of
Trustmark since 1970, is responsible for the day-to-day management of the Large
Cap Equity Fund's portfolio. Zachariah Wasson, CFA, a Senior Vice President of
Trustmark, serves as Chief Investment Officer and has overall supervisory
responsibilities. Mr. Wasson joined Trustmark in 1990.

For the advisory services it provides to the Funds, Trustmark may receive
fees based on average daily net assets up to the following annualized rates:
Money Market Fund, 0.30%; Short Term Fund, 0.40%; the Intermediate Fund, 0.50%;
Small Cap Fund, 1.00%; Mid Cap Fund, 0.75%; and the Large Cap Equity Fund,
0.60%.

Based upon the advice of its counsel, Trustmark believes that the
performance of investment advisory services for the Funds will not violate the
Glass-Steagall Act or other applicable banking laws or regulations. However,
future statutory or regulatory changes, as well as future judicial or
administrative decisions and interpretations of present and future statutes and
regulations, could prevent Trustmark from continuing to perform such services
for the Funds. If Trustmark were prohibited from acting as investment adviser to
the Funds, it is expected that the Board of Trustees would recommend to
shareholders approval of a new investment advisory agreement with another
qualified investment adviser selected by the Board or that the Board would
recommend other appropriate action.

The Distributor and Administrator. BISYS Fund Services Limited Partnership
d/b/a BISYS Fund Services ("BISYS") acts as the Administrator of the Funds. PFD
an affiliate of BISYS acts as the

32
<PAGE> 33

Distributor of the Funds' shares. BISYS is a subsidiary of BISYS Group, Inc.
which is headquartered in Little Falls, N.J. and supports more than 5,000
financial institutions and corporate clients through two strategic business
units. BISYS Information Services Group provides image and data processing
outsourcing, and pricing analysis to more than 600 banks nationwide. BISYS
Investment Services Group designs, administers, and distributes over 30 families
of proprietary mutual funds consisting of more than 365 portfolios, and provides
401(k) marketing support, administration, and recordkeeping services in
partnership with 18 of the nation's leading bank and investment management
companies. BISYS Group, Inc. trades on NASDAQ under the symbol BISYS.

Administrative Services. The Funds have entered into an Administration
Agreement with BISYS pursuant to which BISYS provides certain management and
administrative services necessary for the Funds' operations including: (i)
general supervision of the operation of the Funds including coordination of the
service performed by the Funds' Adviser, transfer agent, custodian, independent
accountants and legal counsel, regulatory compliance, including the compilation
of information for documents such as reports to, and filings with, the SEC and
state securities commissions, and preparation of proxy statements and
shareholder reports for the Funds, (ii) general supervision relative to the
compilation of data required for the preparation of periodic reports distributed
to the Fund's officers and Board of Trustees, and (iii) furnishing office space
and certain facilities required for conducting the business of the Funds. For
these services, BISYS receives from each Fund a monthly fee at the annual rate
of 0.15% of the average daily net assets of each Fund.

Pursuant to a Transfer Agency Agreement between the Trust and BISYS Fund
Services, Inc. (an affiliate of the Administrator), BISYS Fund Services, Inc.
receives a fee of $15.00 per account per year plus out-of-pocket expenses.
Pursuant to a Fund Accounting Agreement between the Trust and BISYS Fund
Services, Inc., BISYS Fund Services, Inc. assists the Trust in calculating net
asset values and provides certain other accounting services for each Fund
described therein, for an annual fee of $30,000 per Fund plus out-of-pocket
expenses.

Service Organizations. Various banks (including Trustmark), trust
companies, broker-dealers (other than BISYS) or other financial organizations
(collectively, "Service Organizations") also may provide administrative services
for the Funds, such as maintaining shareholder accounts and records. The Funds
may pay fees to Service Organizations (which vary depending upon the services
provided) in amounts up to an annual rate of 0.35% of the daily net asset value
of the Funds' shares owned by shareholders with whom the Service Organization
has a servicing relationship. Investors are not required to purchase shares
through or maintain an account with a Service Organization.

Some Service Organizations may impose additional or different conditions on
their clients, such as requiring their clients to invest more than the Funds'
minimum initial or subsequent investments or charging a direct fee for
servicing. A Service Organization or broker or other sales-person within such
Service Organization may be compensated at varying rates for the sale of one
class of Fund shares as opposed to another. If imposed, these fees would be in
addition to any amounts which might be paid to the Service Organization by the
Funds. Each Service Organization has agreed to transmit to its clients a
schedule of any such fees. Shareholders using Service Organizations are urged to
consult with them regarding any such fees or conditions.

33
<PAGE> 34

could prevent a bank Service Organization from continuing to perform all or a
part of its servicing activities. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders of the Funds and
alternative means for continuing the servicing of such shareholders would be
sought. It is not expected that shareholders would suffer any adverse financial
consequences as a result of any of these occurrences. In addition, state
securities law on this issue may differ from interpretations of federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law.

OTHER EXPENSES

Each Fund bears all costs of its operations other than expenses
specifically assumed by BISYS, BISYS Fund Services, Inc. or the Adviser. The
costs borne by the Funds include legal and accounting expenses; Trustees' fees
and expenses; insurance premiums; custodian and transfer agent fees and
expenses; expenses incurred in acquiring or disposing of the Funds' portfolio
securities; expenses of registering and qualifying the Funds' shares for sale
with the SEC and with various state securities commissions; expenses of
obtaining quotations on the Funds' portfolio securities and pricing of the
Funds' shares; expenses of maintaining the Funds' legal existence and of
shareholders' meetings; and expenses of preparation and distribution to existing
shareholders of reports, proxies and prospectuses. Each Fund bears its own
expenses associated with its establishment as a series of Performance Funds
Trust; these expenses are amortized over a five-year period from the
commencement of a Fund's operations. See "Management" in the SAI. Trust expenses
directly attributable to a Fund are charged to that Fund; other expenses are
allocated proportionately among all of the Funds in the Trust in relation to the
net assets of each Fund and are allocated to each share class based on the net
assets of such share class. Class specific expenses are charged directly to the
share class which bears such expense.

Portfolio Transactions. Pursuant to the Investment Advisory Contract, the
Adviser places orders for the purchase and sale of portfolio investments for the
Funds' accounts with brokers or dealers selected by it in its discretion.

In effecting purchases and sales of portfolio securities for the account of
the Funds, the Adviser will seek the best execution of each Fund's orders.
Purchases and sales of portfolio debt securities for the Funds are generally
placed by the Adviser with primary market makers for these securities on a net
basis, without any brokerage commission being paid by the Funds. Trading does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers reflect the spread between the bid and asked prices. Purchases of
underwritten issues may be made, which will include an underwriting fee paid to
the underwriter. Purchases and sales of common stocks are generally placed by
the Adviser with broker-dealers which, in the Adviser's judgment, provide prompt
and reliable execution at favorable security prices and reasonable commission
rates. Broker-dealers are selected on the basis of a variety of factors such as
reputation, capital strength, size and difficulty of order, sale of Fund shares
and research provided to the Adviser on behalf of the Funds. The Adviser may
cause a Fund to pay commissions higher than another broker-dealer would have
charged if the Adviser believes the commission paid is reasonable in relation to
the value of the brokerage and research services received on behalf of the
Funds.

FUND SHARE VALUATION

34
<PAGE> 35

Day, Thanksgiving Day and Christmas Day. The net asset value per share of each
class of shares of the Fund is computed by dividing the net assets (i.e., the
value of the assets less the liabilities) attributable to such class of shares
by the total number of the outstanding shares of such class. All expenses,
including fees paid to the Adviser, BISYS and BISYS Fund Services, Inc. are
accrued daily and taken into account for the purpose of determining the net
asset value.

The Money Market Fund uses the amortized cost method to value its portfolio
securities and seeks to maintain a constant net asset value of $1.00 per share,
although there is no assurance that a net asset value of $1.00 per share can be
maintained. The amortized cost method involves valuing a security at its cost
and amortizing any discount or premium over the period until maturity,
regardless of the impact of fluctuating interest rates on the market value of
the security. See the SAI for a more complete description of the amortized cost
method.

Securities listed on an exchange are valued on the basis of the last sale
prior to the time the valuation is made. If there has been no sale since the
immediately previous valuation, then the current bid price is used. Quotations
are taken for the exchange where the security is primarily traded.
Over-the-counter securities are valued on the basis of the bid price at the
close of business on each business day. Securities for which market quotations
are not readily available are valued at fair value as determined in good faith
by or at the direction of the Board of Trustees. Notwithstanding the above,
bonds and other fixed-income securities are valued by using market quotations
and may be valued on the basis of prices provided by a pricing service approved
by or at the direction of the Board of Trustees.

With respect to options contracts, the premium received is recorded as an
asset and equivalent liability, and thereafter adjusts the liability to the
market value of the option determined in accordance with the preceding
paragraph. The premium paid for an option purchased by a Fund is recorded as an
asset and subsequently adjusted to market value.

PURCHASE OF FUND SHARES

Orders for purchases of Institutional Class shares will be executed at the
net asset value next determined after an order has been received. All monies
received by the Funds for purchase of Institutional Class shares are invested in
full and fractional shares of the appropriate Fund. Certificates for shares are
not issued. The Trust maintains records of each shareholder's holdings of Fund
shares, and each shareholder receives a statement of transactions, holdings and
dividends. The Trust and the Funds reserve the right to waive or reduce the
minimum initial investment amount with respect to certain accounts. The Funds
reserve the right to reject any purchase order. All initial investments should
be accompanied by a completed Purchase Application, a form of which accompanies
this Prospectus. A separate application is required for Individual Retirement
Account investments.

An investment may be made using any of the following methods:

Through an Authorized Broker, Investment Adviser or Service
Organization. Shares are available to new and existing shareholders through
authorized brokers, investment advisers and Service Organizations. To make an
investment using this method, simply complete a Purchase Application and contact
your broker, investment adviser or Service Organization with instructions as to
the amount you wish to invest. Your broker will then contact the Fund to place
the order on your behalf on that day.

35
<PAGE> 36

become effective that day. Brokers who receive orders are obligated to transmit
them promptly. You should receive written confirmation of your order within a
few days of receipt of instructions from your broker.

By Wire. Investments may be made directly through the use of wire
transfers of Federal funds. Contact your bank and request it to wire Federal
funds to the applicable Fund. In most cases, your bank will either be a member
of the Federal Reserve Banking System or have a relationship with a bank that
is. Your bank will normally charge you a fee for handling the transaction.

Please call 1-800-737-3676 for wiring instructions. A completed application
must be overnighted to the Fund in advance of the wire to Performance Funds
Trust c/o BISYS Fund Services, Inc., 3435 Stelzer Road, Columbus, OH 43219-8021.
Notification must be given to the Fund at 1-800-737-3676 prior to 4:00 p.m.
Eastern Standard Time, of the wire date.

By Mail. Payments to open new accounts should be sent to Performance Funds
Trust, P.O. Box 182484, Columbus, OH 43218-2484, together with a completed
application.

Where purchases are made by check in any Fund redemption proceeds will not
be available until payment of the purchase has been collected, which may take up
to fifteen days.

No third party or foreign checks are accepted.

By Automatic Investment. Investors may participate in the Automatic
Investment Program, which is an investment plan that automatically debits money
from the shareholder's designated bank account and invests it in one or more of
the Funds through the use of electronic fund transfers or automatic bank drafts.
Shareholders may elect to make investments by transfers of a minimum of $50.00
on either the fifth or twentieth day of each month into their established Fund
Account. No minimum initial investment applies when an account is established
through the Automatic Investment Program. Contact the Funds for more information
about the Automatic Investment Program.

By Payroll Direct Deposits. Investors may set up a payroll direct deposit
arrangement for amounts to be automatically invested in any of the Funds.
Participants in the Payroll Direct Deposit program may make periodic investments
of at least $20.00 per pay period. Contact the Fund for more information about
Payroll Direct Deposits.

INDIVIDUAL RETIREMENT ACCOUNTS

The Funds may be used as an investment for new or existing IRAs. Shares may
also be purchased for IRAs established with Trustmark or other authorized
custodians. For more information on IRAs, call the Fund toll free at
1-800-737-3676.

EXCHANGE PRIVILEGES

The Funds offer two convenient ways to exchange shares in one of the
Performance Funds for shares in another Performance Fund. Before engaging in an
exchange transaction, a shareholder should read carefully the portions of the
applicable Trust Prospectus which describes the Fund into which the exchange
will be made. A shareholder may not exchange shares of one Fund for shares of
another Fund if both or either are not qualified for sale in the state of the
shareholder's residence. The minimum amount for an initial exchange is $1,000
and the minimum amount for subsequent exchanges is $100. The Trust may terminate
or amend the terms of the exchange privilege at any time upon 60 days' written
notice to shareholders.

36
<PAGE> 37

A new account opened by exchange must be established with the same name(s),
address and social security number or TIN as the existing account. All exchanges
will be made based on the net asset value next determined following receipt of
the request by a Fund in good order. No service fee is imposed for exchanges.

An exchange is taxable as a sale of a security on which a gain or loss may
be recognized. Shareholders should receive written confirmation of the exchange
within a few days of the completion of the transaction.

Exchange by Mail. To exchange Fund shares by mail, simply send a letter of
instruction to the Funds. The letter of instruction must include: (i) your
account number; (ii) the Fund from and the Fund into which you wish to exchange
your investment; (iii) the dollar or share amount you wish to exchange; and (iv)
the signatures of all registered owners or authorized parties. No signature
guarantee is required.

Exchange by Telephone. To exchange Fund shares by telephone or if you have
any questions, simply call the Funds toll free at 1-800-737-3676. You should be
prepared to give the telephone representative the following information: (i)
your account number, social security number or TIN and account registration;
(ii) the name of the Fund from and the Fund into which you wish to transfer your
investment; and (iii) the dollar or share amount you wish to exchange. Telephone
exchanges are available to the shareholder unless otherwise indicated by the
shareholder by checking the box on the Purchase Application. See "Redemption of
Fund Shares -- By Telephone" below for a discussion of telephone transactions
generally. Telephone redemption and telephone exchanges will be suspended for a
period of 10 days following a telephonic address change. During periods of
significant economic or market change, telephone exchanges may be difficult to
complete. If you are unable to contact the Fund by telephone, you may also mail
the exchange request to the Fund at the address listed under "Purchase of Fund
Shares."

REDEMPTION OF FUND SHARES

Shareholders may redeem their shares, in whole or in part, on any business
day. Shares will be redeemed at the net asset value next determined after a
redemption request in good order has been received and accepted by the
applicable Fund. If shares are redeemed through a broker-dealer or investment
adviser, such redemption is complete upon receipt by the broker-dealer or
investment adviser of the shareholder's redemption request. See "Fund Share
Valuation." A redemption may be a taxable transaction on which gain or loss may
be recognized. Generally, gain or loss is not expected to be realized on a
redemption of shares of the Money Market Fund because the Fund seeks to maintain
a net constant asset value per share of $1.00.

Where the shares to be redeemed have been purchased by check, the Funds
will make redemption proceeds available immediately upon clearance of the
purchase check which may take up to 15 days. Shareholders may avoid this delay
by investing through wire transfers of Federal funds. During the period prior to
the time the shares are redeemed, dividends on the shares will continue to
accrue and be payable and the shareholder will be entitled to exercise all other
beneficial rights of ownership.

Once the shares are redeemed, a Fund will ordinarily send the proceeds by
check to the shareholder at the address of record on the next business day,
although each Fund may take up to seven days to make payment. Also, if the New
York Stock Exchange is closed (or when trading is restricted) for any reason
other than the customary weekend or holiday closing or if an emergency condition
as determined by the SEC merits such action, the Funds may suspend redemptions
or postpone payment dates.

37
<PAGE> 38

may be modified or terminated at any time by the Funds. If the Funds terminate
any particular service, they will do so only after giving written notice to
shareholders. Redemption by mail will always be available to shareholders.

You may redeem your shares using any of the following methods:

Through an Authorized Broker, Investment Adviser or Service
Organization. You may redeem your shares by contacting your broker or
investment adviser and instructing him to redeem your shares. He will then
contact PFD and place a redemption trade on your behalf. You will receive the
next determined net asset value per share after receipt of such request by your
broker or investment adviser. It will be the responsibility of such broker or
investment adviser to transmit your redemption request to the Fund in a timely
manner. Such broker or investment adviser may charge you a fee for this service.

By Mail. You may redeem your shares by sending a letter directly to
Performance Funds Trust, P.O. Box 182484, Columbus, Ohio 43218-2484. To be
accepted, a letter requesting redemption must include: (i) the Fund name and
account registration from which you are redeeming shares, (ii) your account
number, (iii) the amount to be redeemed, and (iv) the signatures of all
registered owners. A signature guarantee will be required when redemptions
proceeds are to be sent to an address other than the registered address.

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

By Telephone. You may redeem your shares by calling the Funds toll free at
1-800-737-3676. You should be prepared to give the telephone representative the
following information: (i) your account number, social security number or TIN
and account registration, (ii) the Fund name from which you are redeeming
shares, and (iii) the amount to be redeemed. The Funds employ reasonable
procedures to confirm that instructions communicated by telephone are genuine.
If the Funds fail to employ such reasonable procedures, they may be liable for
any loss, damage or expense arising out of any telephone transactions purporting
to be on a shareholder's behalf. In order to assure the accuracy of instructions
received by telephone, the Funds require some form of personal identification
prior to acting upon instructions received by telephone, records telephone
instructions and provides written confirmation to investors of such
transactions. Telephone redemptions are available to the shareholder unless
otherwise indicated by the shareholder by checking the box on the Purchase
Application. Telephone redemption and telephone exchanges will be suspended for
a period of 10 days following a telephonic address change.

By Wire. You may redeem your shares by contacting the Funds by mail or
telephone and instructing them to send a wire transmission to your personal
bank. Your instructions should include: (i) your account number, social security
number or TIN and account registration, (ii) the Fund name from which you are
redeeming shares, and (iii) the amount to be redeemed. Wire redemptions are
available to the shareholder unless otherwise indicated by checking the box on
the Purchase Application. Please attach a copy of a void check of account where
proceeds are to be wired. Your bank may charge you a fee for receiving a wire
payment on your behalf.

Check Writing. A check redemption ($100 minimum, no maximum) feature is
available with respect to the Money Market Fund. Checks are free and may be
obtained from the Fund. It is not possible to use a check to close out your
account since additional shares accrue daily.

38
<PAGE> 39

The above mentioned services "Telephone," "Wire" and "Checkwriting" are not
available for IRAs and trust clients of Trustmark.

Systematic Withdrawal Plan. An owner of $25,000 or more of shares of a
Fund may elect to have periodic redemptions from his account to be paid on a
monthly, quarterly, semi-annual or annual basis. The minimum periodic payment is
$100. A sufficient number of shares to make the scheduled redemption will
normally be redeemed on the date selected by the shareholder. Depending on the
size of the payment requested and fluctuation in the net asset value, if any, of
the shares redeemed, redemptions for the purpose of making such payments may
reduce or even exhaust the account. A shareholder may request that these
payments be sent to a predesignated bank or other designated party. Capital
gains and dividend distributions paid to the account will automatically be
reinvested at net asset value on the distribution payment date.

Redemption of Small Accounts. Due to the disproportionately higher cost of
servicing small accounts, each Fund reserves the right to redeem, on not less
than 30 days' notice, an account in a Fund that has been reduced by shareholder
redemption of the account to $500 ($250 for IRAs) or less. However, if during
the 30-day notice period the shareholder purchases sufficient shares to bring
the value of the account above $500 ($250 for IRAs), this restriction will not
apply.

Redemption in Kind. All redemptions of shares of the Funds shall be made
in cash, except that the commitment to redeem shares in cash extends only to
redemption requests made by each shareholder of a Fund during any 90-day period
of up to the lesser of $250,000 or 1% of the net asset value of the Fund at the
beginning of such period. Any such redemption in kind will be made in readily
marketable securities. This commitment is irrevocable without the prior approval
of the SEC and is a fundamental policy that may not be changed without
shareholder approval. In the case of redemption requests by shareholders in
excess of such amounts, the Board of Trustees reserves the right to have the
Funds make payment, in whole or in part, in securities or other assets, in case
of an emergency or any time a cash distribution would impair the liquidity of a
Fund to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the securities of that Fund are
valued. If the recipient were to sell such securities, he or she would incur
brokerage charges.

The Fund reserves the right to pay for redeemed shares within seven days
after receiving your redemption order if, in the judgment of the Adviser, an
earlier payment could adversely affect the Fund.

DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX

Each Fund has elected to qualify, has qualified (in case of the Small Cap
Fund, intends to qualify) and intends to continue to qualify to be treated as a
regulated investment company pursuant to the provisions of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). By so qualifying and
electing, each Fund generally will not be subject to Federal income tax to the
extent that it distributes investment company taxable income and net capital
gains in the manner required under the Code.

Each Fund intends to distribute to its shareholders substantially all of
its investment company taxable income (which includes, among other items,
dividends and interest and the excess, if any, of net short-term capital gains
(generally including any net option premium income) over net long-term capital
losses). The Money Market Fund will declare dividends of such income daily and
pay those dividends monthly. Investment company taxable income will be
distributed by the Small Cap Fund, Mid Cap Fund and Large Cap Equity Fund
monthly. The Government Income Funds will declare dividends of such income daily
and pay those dividends monthly. Each Fund intends to distribute, at least
annually, substantially all net capital gain (the excess of net long-term
capital gains over net short-term capital losses). In determining amounts of
capital gains to be distributed, any capital loss carryovers from prior years
will be applied against capital gains.

39
<PAGE> 40

In the case of the Government Income Funds, the amount declared each day as
a dividend may be based on projections of estimated monthly net investment
income and may differ from the actual investment income determined in accordance
with generally accepted accounting principles. An adjustment will be made to the
dividend each month to account for any difference between the projected and
actual monthly investment income.

Shareholders may elect to receive distributions in additional Fund shares
based on the net asset value at the close of business on the payment date of the
distribution or may receive such distribution in cash. If no election is made,
distributions will be automatically reinvested in additional shares of the
applicable Fund. Dividends declared in, and attributable to, the preceding month
will be paid within five business days after the end of each month.

In the case of the Money Market Fund, shares purchased will begin earning
dividends on the day the purchase order is executed and shares redeemed will
earn dividends through the previous day. Net investment income for a Saturday,
Sunday or a holiday will be declared as a dividend on the previous business day.
In the case of shares of the Government Income Fund and Large Cap Equity Fund,
shares purchased will begin earning dividends on the day after the purchase
order is executed, and shares redeemed will earn dividends through the day the
redemption is executed.

Investors who redeem all or a portion of Fund shares prior to a dividend
payment date will be entitled on the next dividend payment date to all dividends
declared but unpaid on those shares at the time of their redemption.

Distributions of net investment income (regardless of whether derived from
dividends, interest or short-term capital gains), generally will be taxable to
shareholders as ordinary income. Distributions of net long-term capital gains
designated by a Fund as capital gain dividends will be taxable as long-term
capital gains, regardless of how long a shareholder has held his Fund shares.
Distributions are taxable in the same manner whether received in additional
shares or in cash.

A distribution, will be treated as paid on December 31 of the calendar year
if it is declared by a Fund during October, November, or December of that year
to shareholders of record in such a month and paid by a Fund during January of
the following calendar year. Such distributions will be taxable to shareholders
in the calendar year in which the distributions are declared, rather than the
calendar year in which the distributions are received.

Special tax rules may apply to a Fund's acquisition of financial futures
contracts, and options on futures contracts. Such rules may, among other things,
affect whether gains and losses from such transactions are considered to be
short-term or long-term, may have the effect of deferring losses and/or
accelerating the recognition of gains or losses, and, for purposes of qualifying
as a regulated investment company, may limit the extent to which a Fund may be
able to engage in such transactions.

Any gain or loss realized by a shareholder upon the sale or other
disposition of shares of a Fund, or upon receipt of a distribution in complete
liquidation of a Fund, generally will be a capital gain or loss which will be
long-term or short-term, generally depending upon the shareholder's holding
period for the shares.

It is anticipated that a portion of the dividends paid by the Equity Funds
will qualify for the dividends-received deduction available to corporations. The
dividends paid by the Money Market Fund and Government Income Funds are not
expected to so qualify.

40
<PAGE> 41

the Internal Revenue Service that the shareholder is subject to backup
withholding. Corporate shareholders and certain other shareholders specified in
the Code are exempt from backup withholding. Backup withholding is not an
additional tax. Any amount withheld may be credited against the shareholder's
U.S. Federal income tax liability.

Shareholders will be notified annually by the Trust as to the Federal tax
status of distributions made by the Fund(s) in which they invest. Depending on
the residence of the shareholder for tax purposes, distributions also may be
subject to state and local taxes, including withholding taxes. Foreign
shareholders may, for example, be subject to special withholding requirements.
Special tax treatment, including a penalty on certain pre-retirement
distributions, is accorded to accounts maintained as IRAs. Shareholders should
consult their own tax advisers as to the Federal, state and local tax
consequences of ownership of shares of the Funds in their particular
circumstances.

OTHER INFORMATION

CAPITALIZATION

Performance Funds Trust was organized as a Delaware business trust on March
11, 1992, and consists of multiple separate portfolios or series, six of which
are offered in this Prospectus. The Board of Trustees may establish additional
series in the future. The capitalization of the Trust consists solely of an
unlimited number of shares of beneficial interest with a par value of $0.001
each. When issued, shares of the Funds are fully paid and non-assessable.

This Prospectus relates to the Institutional Class of each Fund's shares.
Each Fund also offers Consumer Service Class shares which are offered to public
investors at the public offering price. Institutional Class shares and Consumer
Service Class shares are identical in all respects with the exception that the
Consumer Service Class shares may be subject to Rule 12b-1 fees to which the
Institutional Class shares are not subject. Purchases may be made through an
authorized broker or financial institution, including the Fund, by mail or by
wire. Call 1-800-737-3676, or contact your sales representative, broker-dealer
or bank to obtain more information about the Fund's classes of shares.

Under Delaware law, shareholders could, under certain circumstances, be
held personally liable for the obligations of a series of the Trust but only to
the extent of the shareholder's investment in such series. However, the
Declaration of Trust disclaims liability of the shareholders, Trustees or
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of each series of the Trust and requires that
notice of the disclaimer be given in each contract or obligation entered into or
executed by the Trust or the Trustees. The risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself would be unable to meet its obligations and should be
considered remote and is limited to the amount of the shareholder's investment
in the Fund.

VOTING

Shareholders have the right to vote in the election of Trustees and on any
and all matters on which, by law or under the provisions of the Trust
Instrument, they may be entitled to vote. The Trust is not required to hold
regular annual meetings of the Funds' shareholders and does not intend to do so.
Each Fund may vote separately on items which affect only that particular Fund
and each class within a Fund may vote separately on matters which affect only
that class. For example, only Consumer Service Class shareholders will vote on
matters related to each Fund's Distribution Plan under Rule 12b-1. See "Other
Information -- Voting Rights" in the SAI.

41
<PAGE> 42

The Trust Instrument provides that the holders of not less than two-thirds
of the outstanding shares of the Trust may remove a person serving as Trustee
either by declaration in writing or at a meeting called for such purpose. The
Trustees are required to call a meeting of shareholders for the purpose of
considering the removal of a person serving as Trustee if requested in writing
to do so by the holders of not less than 10% of the outstanding shares of the
Trust or Fund.

Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As used in this Prospectus, the phrase "vote of a
majority of the outstanding shares" of a Fund (or the Trust) means the vote of
the lesser of: (1) 67% of the shares of a Fund (or the Trust) present at a
meeting if the holders of more than 50% of the outstanding shares are present in
person or by proxy; or (2) more than 50% of the outstanding shares of a Fund.

PERFORMANCE INFORMATION

Each Fund may, from time to time, include its yield and/or total return in
advertisements or reports to shareholders or prospective investors. Shareholders
of the Consumer Service Class of shares may experience a lower net return on
their investment than shareholders of the Institutional Class of shares because
of Rule 12b-1 Plan distribution fees paid by such shareholders. The methods used
to calculate the yield and total return of the Funds are mandated by the SEC.

Quotations of "yield" for the Money Market Fund will be based on the income
received by a hypothetical investment (less a pro-rata share of Fund expenses)
over a particular seven-day period, which is then "annualized" (i.e., assuming
that the seven-day yield would be received for 52 weeks, stated in terms of an
annual percentage return on the investment).

"Effective yield" for the Money Market Fund is calculated in a manner
similar to that used to calculate yield, but includes the compounding effect of
earnings on reinvested dividends. Quotations of yield and effective yield
reflect only the Fund's performance during the particular seven-day period on
which the calculations are based. Yield and effective yield for the Fund will
vary based on changes in market conditions, the level of interest rates and the
level of the Fund's expenses, and no reported performance figure should be
considered an indication of performance which may be expected in the future.

Quotations of "yield" for all other Funds will be based on the investment
income per share during a particular 30-day (or one month) period (including
dividends and interest), less expenses accrued during the period ("net
investment income"), and will be computed by dividing net investment income by
the net asset value per share on the last day of the period.

Quotations of average annual total return for all Funds except the Money
Market will be expressed in terms of the average annual compounded rate of
return of a hypothetical investment in the Fund over periods of 1, 5 and 10
years (up to the life of the Fund), reflect the deduction of a proportional
share of Fund expenses (on an annual basis), and assume that all dividends and
distributions are reinvested when paid.

Performance information for each Fund may be compared to various unmanaged
indices, such as the S&P Small Cap 600 Index, S&P MidCap Index, Standard &
Poor's 500 Stock Index or the Dow Jones Industrial Average. Indices prepared by
Lipper Analytical Services, and other entities or organizations which track the
performance of investment companies. Any performance information should be
considered in light of the Fund's investment objectives and policies,
characteristics and quality of each Fund and the market conditions during the
time period indicated, and should not be considered to be representative of what
may be achieved in the future. For a description of the methods used to
determine yield and total return for each Fund, see the SAI.

42
<PAGE> 43

ACCOUNT SERVICES

All transactions in shares of the Funds will be reflected in a statement
for each shareholder. In those cases where a Service Organization or its nominee
is shareholder of record of shares purchased for its customer, the Funds have
been advised that the statement may be transmitted to the customer at the
discretion of the Service Organization.

The Funds retain BISYS Fund Services, Inc. as transfer agent. BISYS Fund
Services, Inc. provides personnel necessary to perform shareholder servicing
functions. Pursuant to a Transfer Agency Agreement between the Trust and BISYS
Fund Services, Inc., BISYS Fund Services, Inc. receives a fee of $15.00 per
account, per year, and reimbursement for certain expenses.

SHAREHOLDER INQUIRIES

All shareholder inquiries should be directed to Performance Funds Trust c/o
BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219.

General and Account Information: (800) PERFORM (737-3676).

43
<PAGE> 44

(This Page Intentionally Left Blank)
<PAGE> 45

APPENDIX

DESCRIPTION OF BOND RATINGS

Excerpts from Moody's description of its four highest bond ratings are
listed as follows:

- Aaa -- judged to be the best quality and they carry the smallest degree
of investment risk;

- Aa -- judged to be of high quality by all standards. Together with the
Aaa group, they comprise what are generally known as high grade bonds;

- A -- possess many favorable investment attributes and are to be
considered as "upper medium grade obligations";

- Baa -- considered to be medium grade obligations, i.e., they are neither
highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements
may be lacking or may be characteristically unreliable over any great
length of time;

Moody's also supplies numerical indicators 1, 2 and 3 to rating categories.
The modifier 1 indicates that the security is in the higher end of its rating
category; the modifier 2 indicates a mid-range ranking; and modifier 3 indicates
a ranking toward the lower end of the category.

Excerpts from S&P's description of its four highest bond ratings are listed
as follows:

- AAA -- highest grade obligations, in which capacity to pay interest and
repay principal is extremely strong;

- AA -- also qualify as high grade obligations, having a very strong
capacity to pay interest and repay principal, and differs from issues
only in a small degree;

- A -- regarded as upper medium grade, having 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 debt in higher rated categories;

- BBB -- regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to
lead to a weakened capacity to pay interest and repay principal for debt
in this category than in higher rated categories. This group is the
lowest which qualifies for commercial bank investment.

S&P applies indicators "+," no character, and "-" to its rating categories.
The indicators show relative standing within the major rating categories.

A-1
<PAGE> 46

(This Page Intentionally Left Blank)
<PAGE> 47

(This Page Intentionally Left Blank)
<PAGE> 48

[PERFORMANCE FUNDS LOGO]

INVESTMENT ADVISER

Trustmark National Bank
248 East Capitol Street
Jackson, Mississippi 39201

ADMINISTRATOR

BISYS Fund Services
3435 Stelzer Road
Columbus, OH 43219

DISTRIBUTOR

Performance Funds Distributor, Inc.
3435 Stelzer Road
Columbus, OH 43219

CUSTODIAN

Trustmark National Bank
248 East Capitol Street
Jackson, Mississippi 39201

COUNSEL

Baker & McKenzie
805 Third Avenue
New York, New York 10022

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

PFAFIC0997

[PERFORMANCE FUNDS LOGO]

PERFORMANCE FUNDS TRUST

A FAMILY OF MUTUAL FUNDS

THE MONEY MARKET FUND

THE SHORT TERM
GOVERNMENT INCOME FUND

THE INTERMEDIATE TERM
GOVERNMENT INCOME FUND

THE SMALL CAP FUND

THE MID CAP GROWTH FUND

THE LARGE CAP EQUITY FUND

INSTITUTIONAL CLASS
PROSPECTUS
[TRUSTMARK LOGO]
National Bank
Performance Funds'
Investment Adviser

SEPTEMBER 26, 1997
<PAGE> 49

PERFORMANCE FUNDS TRUST
3435 STELZER ROAD, COLUMBUS, OHIO 43219

GENERAL AND ACCOUNT INFORMATION:
(800) PERFORM (737-3676)

TRUSTMARK NATIONAL BANK -- ADVISER

BISYS FUND SERVICES -- ADMINISTRATOR
PERFORMANCE FUNDS DISTRIBUTOR, INC. -- DISTRIBUTOR

This Prospectus relates only to the "Consumer Service Class" of each Fund's
shares; certain investors may qualify to invest in a Fund's "Institutional
Class," which is not offered hereby. See, "Other Information -- Capitalization."
The Funds are separate investment funds of Performance Funds Trust (the
"Trust"), a Delaware business trust and registered management investment
company, with distinct investment objectives and policies. Each Fund pays
certain expenses related to the distribution of its shares, calculated at an
annual rate and based on a percentage of the average daily net assets.

This Prospectus sets forth concisely the information a prospective investor
should know before investing in any of the Funds and should be read and retained
for information about each Fund.

September 26, 1997
<PAGE> 50

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses......................................................................... 3
Fee Table............................................................................. 3
Financial Highlights.................................................................. 4
Prospectus Summary.................................................................... 12
The Investment Policies and Practices of the Funds.................................... 15
Description of Securities and Investment Practices.................................... 19
Investment Restrictions............................................................... 30
Management of the Funds............................................................... 31
Fund Share Valuation.................................................................. 35
Purchase of Fund Shares............................................................... 35
Individual Retirement Accounts........................................................ 36
Exchange Privileges................................................................... 37
Redemption of Fund Shares............................................................. 37
Dividends, Distributions and Federal Income Tax....................................... 39
Other Information..................................................................... 41
Appendix.............................................................................. A-1
</TABLE>

2
<PAGE> 51

FUND EXPENSES

The following expense table lists the estimated costs and expenses that an
investor in the Consumer Service Class may incur either directly or indirectly
as a shareholder of a Fund. The information is based on expenses incurred during
the fiscal year ended May 31, 1997 (except for the Small Cap Fund, whose
expenses are based on the Fund's projected operating expenses for its first year
of operation and for the Money Market Fund, Mid Cap Fund and Large Cap Equity
Fund the reduction of voluntary waivers of advisory fees). Actual expenses in
the future may be greater or less than those shown. Shareholders in the Consumer
Service Class of the Funds may be subject to Rule 12b-1 Plan distribution fees
(annually up to 0.35% of the average net assets of a Fund), to which the
Institutional Class is not subject. The Institutional Class of shares is only
available to certain qualified investors.

FEE TABLE

<TABLE>
<CAPTION>
THE THE THE THE THE THE
MONEY MARKET SHORT TERM INTERMEDIATE SMALL CAP MID CAP LARGE CAP
FUND FUND TERM FUND FUND GROWTH FUND EQUITY FUND*
------------ ---------- ------------ --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Load Imposed on Purchases (as a
percentage price).......................... none none none none none none
Maximum Sales Load Imposed on Reinvested
Dividends.................................. none none none none none none
Deferred Sales Load.......................... none none none none none none
Redemption Fees.............................. none none none none none none
Exchange Fees................................ none none none none none none
ANNUAL FUND OPERATING EXPENSES (as a
percentage of average net assets
annualized)
Investment Advisory Fees (after waiver)(2)... 0.15% 0.40% 0.45% 1.00% 0.75% 0.60%
12b-1 Fees(3)................................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waiver)(4)............. 0.14% 0.22% 0.33% 0.50% 0.34% 0.31%
----- ----- ----- ----- ----- -----
Total Fund Operating Expenses (after
waiver)(5)................................. 0.54% 0.87% 1.03% 1.75% 1.34% 1.16%
===== ===== ===== ===== ===== =====
</TABLE>

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

* Formerly, the Equity Fund.
- ---------------

(1) Shares of the Consumer Service Class of each Fund may be available through
banks or other financial institutions which have entered into a dealer
agreement with Performance Funds Distributor, Inc. Such institutions may
provide a variety of services at varying fees to customers and, although
such fees are not fund-related, the fees must be paid by customers in order
to purchase Fund shares.

(4) Reflects voluntary reduction of administration fee of 0.09% for the Money
Market Fund. Each Fund has adopted, but not yet implemented, a Shareholder
Servicing Plan under which certain Service Organizations may receive
additional fees from a Fund in amounts up to an annual rate of 0.35% of the
daily net asset value of the Fund's shares. See "Management of the
Funds -- Service Organizations" herein.

(5) Absent the reduction in investment advisory fees, administration fees and
12b-1 distribution fees, "Total Operating Expenses" as a percentage of
average daily net assets would be 0.88% for The Money Market Fund, 0.97% for
The Short Term Government Income Fund, 1.18% for The Intermediate Term
Government Income Fund, 1.85% for the Small Cap Investor Fund, 1.44% for the
Mid Cap Growth Fund and 1.26% for the Large Cap Equity Fund.

The purpose of this table is to assist the shareholder in understanding the
various costs and expenses that an investor in the Funds will bear.

EXAMPLE:**

You would pay the following expenses on a $1,000 investment, assuming 5%
gross annual return and redemption at the end of each time period:

<TABLE>
<CAPTION>
THE THE THE THE THE THE
MONEY MARKET SHORT TERM INTERMEDIATE SMALL CAP MID CAP LARGE CAP
PORTFOLIO FUND FUND TERM FUND FUND GROWTH FUND EQUITY FUND
- -------------------------------------- ------------ ---------- ------------ --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
1 year................................ $ 6 $ 9 $ 11 $ 18 $ 14 $ 12
3 years............................... $ 17 $ 28 $ 33 $ 55 $ 42 $ 37
5 years............................... $ 30 $ 48 $ 57 $ 95 $ 73 $ 64
10 years.............................. $ 68 $107 $126 $ 206 $ 161 $ 141
</TABLE>

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

3
<PAGE> 52

FINANCIAL HIGHLIGHTS

The financial data shown below is to assist investors in evaluating the
performance of the Funds since their commencement of operations through May 31,
1997. The following financial highlights have been audited by Price Waterhouse
LLP, independent accountants, whose report on the financial statements,
including this data appears in the Funds' 1997 Annual Report to Shareholders
included in the Statement of Additional Information. This financial data should
be read in conjunction with the related financial statements and notes thereto.
No Financial Highlights are presented for the Small Cap Fund since the Fund was
not in operation for the fiscal year ended May 31, 1997.

For a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
MONEY MARKET FUND
-----------------------------------------------------
CONSUMER SERVICE CLASS
-----------------------------------------------------
YEAR YEAR YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31, MAY 31,
1997 1996 1995 1994*
------- ------- ------- -------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.......... $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- -------
Income from Investment Operations:
Net investment income....................... 0.04 0.05 0.05 0.02
------- ------- ------- -------
Less Distributions:
Dividends from net investment income........ (0.04) (0.05) (0.05) (0.02)
------- ------- ------- -------
Net Asset Value, End of Period................ $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= =======
Total Return.................................. 5.07% 5.33% 5.02% 2.03%
Ratios/Supplemental Data:
Net Assets, End of Period (in thousands).... $92,220 $25,216 $ 3,564 $ 797
Ratio of Expenses to Average Net Assets..... 0.38% 0.49% 0.48% 0.40%**
Effect of waivers/reimbursements on expense
ratio.................................... 0.10% 0.30% 0.36% 0.53%**
Ratio of Net Investment Income to Average
Net Assets............................... 5.23% 5.17% 5.02% 3.05%**
</TABLE>

- ---------------
* Fund commenced operations on September 30, 1993
** Annualized

4
<PAGE> 53

For a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
SHORT TERM GOVERNMENT INTERMEDIATE TERM GOVERNMENT
INCOME FUND INCOME FUND
CONSUMER SERVICE CLASS CONSUMER SERVICE CLASS
----------------------------------------------- -----------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31, MAY 31, MAY 31, MAY 31, MAY 31, MAY 31, MAY 31, MAY 31,
1997 1996 1995 1994 1993* 1997 1996 1995 1994 1993*
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period.... $ 9.75 $ 9.84 $ 9.77 $10.10 $10.00 $ 9.82 $10.11 $ 9.87 $10.56 $10.00
Income from Investment
Operations:
Net investment
income............... 0.49 0.51 0.50 0.37 0.43 0.57 0.54 0.60 0.55 0.62
Net gain (loss) on
securities (both
realized and
unrealized).......... -- (0.09) 0.07 (0.25) 0.22 0.10 (0.29) 0.25 (0.52) 0.61
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations........... 0.49 0.42 0.57 0.12 0.65 0.67 0.25 0.85 0.03 1.23
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less Distributions:
Dividends from net
investment income.... (0.49) (0.51) (0.50) (0.37) (0.43) (0.56) (0.54) (0.60) (0.55) (0.62)
Distributions from
capital gains........ -- -- -- (0.05) (0.12) -- -- -- (0.11) (0.05)
Distributions in excess
of net realized
gains................ -- -- -- (0.03) -- -- -- (0.01) (0.06) --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total Distributions.... (0.49) (0.51) (0.50) (0.45) (0.55) (0.56) (0.54) (0.61) (0.72) (0.67)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net Asset Value, End of
Period................. $ 9.75 $ 9.75 $ 9.84 $ 9.77 $10.10 $ 9.93 $ 9.82 $10.11 $ 9.87 $10.56
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total Return............. 5.44% 4.38% 6.12% 1.23% 6.67% 6.92% 2.40% 9.06% 0.08% 12.58%
Ratios/Supplemental Data:
Net Assets, End of
Period (in
thousands)........... $1,205 $1,477 $ 739 $ 654 $1,125 $1,465 $2,174 $3,225 $3,384 $1,952
Ratio of Expenses to
Average Net Assets... 0.87% 0.95% 0.99% 0.94% 0.75% 1.03% 1.06% 0.96% 0.90% 0.78%
Effect of waivers/
reimbursements on
expense ratio........ -- 0.01% 0.03% 0.05% 0.05% 0.05% 0.05% 0.11% 0.15% 0.15%
Ratio of Net Investment
Income to Average Net
Assets............... 5.01% 5.23% 5.18% 3.75% 4.24% 5.60% 5.30% 6.19% 5.25% 5.89%
Portfolio Turnover
Rate................. 86.21% 120.00% 267.65% 213.43% 216.52% 46.23% 183.00% 339.95% 102.46% 54.43%
</TABLE>

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

* Fund commenced operations on June 1, 1992.

5
<PAGE> 54

For a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
MID CAP GROWTH FUND
-----------------------------------------------------
CONSUMER SERVICE CLASS
-----------------------------------------------------
YEAR YEAR YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31, MAY 31,
1997 1996 1995 1994*
------- ------- ------- -------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.......... $ 14.05 $ 11.11 $ 9.60 $ 10.00
------- ------- ------- -------
Income from Investment Operations:
Net investment income....................... 0.09 0.10 0.11 0.03
Net gain/(loss) on securities (both realized
and unrealized).......................... 3.00 3.44 1.51 (0.40)
------- ------- ------- -------
Total from Investment Operations............ 3.09 3.54 1.62 (0.37)
------- ------- ------- -------
Less Distributions:
Dividends from net investment income........ (0.09) (0.10) (0.11) (0.03)
Distributions from net realized gains....... (0.33) (0.50) -- --
------- ------- ------- -------
Total Distributions......................... (0.42) (0.60) (0.11) (0.03)
------- ------- ------- -------
Net Asset Value, End of Period................ $ 16.72 $ 14.05 $ 11.11 $ 9.60
======= ======= ======= =======
Total Return.................................. 22.33% 32.76% 17.06% (3.70)%
Ratios/Supplemental Data:
Net Assets, End of Period (in thousands).... $ 5,911 $ 1,437 $ 277 $ 35
Ratio of Expenses to Average Net Assets..... 1.19% 1.23% 1.21% 1.18%**
Effect of waivers/reimbursements on expense
ratio.................................... 0.11% 0.16% 0.26% 1.00%**
Ratio of Net Investment Income to Average
Net Assets............................... 0.65% 0.79% 1.12% 1.35%**
Portfolio Turnover Rate..................... 7.72% 28.00% 20.39% 5.88%
Average Commission Rate(a).................. $0.0721 $0.1070 -- --
</TABLE>

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

* Fund commenced operations on February 24, 1994
** Annualized

6
<PAGE> 55

For a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
LARGE CAP EQUITY FUND*
-------------------------------------------------------
CONSUMER SERVICE CLASS
-------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MAY 31, MAY 31, MAY 31, MAY 31, MAY 31,
1997 1996 1995 1994 1993**
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period..... $ 15.29 $ 12.51 $ 11.33 $ 11.21 $ 10.00
------- ------- ------- ------- -------
Income from Investment Operations:
Net investment income.................. 0.20 0.19 0.22 0.20 0.21
Net gain on securities (both realized
and unrealized)..................... 4.13 3.29 1.42 0.12 1.21
------- ------- ------- ------- -------
Total from Investment Operations....... 4.33 3.48 1.64 0.32 1.42
------- ------- ------- ------- -------
Less Distributions:
Dividends from net investment income... (0.21) (0.19) (0.21) (0.20) (0.21)
Distributions from net realized
gains............................... (0.25) (0.51) (0.25) -- --
------- ------- ------- ------- -------
Total Distributions.................... (0.46) (0.70) (0.46) (0.20) (0.21)
------- ------- ------- ------- -------
Net Asset Value, End of Period........... $ 19.16 $ 15.29 $ 12.51 $ 11.33 $ 11.21
======= ======= ======= ======= =======
Total Return............................. 28.75% 28.42% 15.10% 2.85% 14.37%
Ratios/Supplemental Data:
Net Assets, End of Period (in
thousands).......................... $19,531 $ 9,831 $ 5,234 $ 5,287 $ 3,348
Ratios of Expenses to Average Net
Assets.............................. 1.06% 1.06% 1.04% 1.08% 0.94%
Effect of waivers/reimbursements on
expense ratio....................... 0.08% 0.10% 0.13% 0.15% 0.20%
Ratio of Net Investment Income to
Average Net Assets.................. 1.18% 1.40% 1.90% 1.74% 2.09%
Portfolio Turnover Rate................ 1.41% 6.00% 58.08% 27.11% 2.61%
Average Commission Rate(a)............. $0.0899 $0.1067 -- -- --
</TABLE>

- ---------------
* Formerly, the Equity Fund.
** Fund commenced operations on June 1, 1992.

7
<PAGE> 56

INDEX COMPARISON

The information set forth below compares the investment performance of a
hypothetical investment of $10,000 in each Fund's Consumer Service Class of
shares to an unmanaged industry index since the commencement of each Fund's
operations. Each graph assumes all dividends and distributions were reinvested
at net asset value. The index returns are based solely on market returns without
deductions of fees or transaction costs.

SHORT TERM GOVERNMENT INCOME FUND

The investment performance of the Consumer Service Class of the Short Term
Fund is compared to the performance of the Lehman Bros. 1-3 Year Government
Index in the following chart from June 1, 1992 (commencement of operations)
through May 31, 1993 and for the fiscal years ended May 31, 1994, May 31, 1995,
May 31, 1996 and May 31, 1997.

<TABLE>
<CAPTION>
Redemption Value Lehman Bros.
($10,000 Investment) 1-3 Yr
Since Inception Govt
<S> <C> <C>
Aug. 31, 10322 10300
Nov. 30, 10326 10326
Feb. 28, 10605 10611
May 31, 10667 10682
Aug. 31, 10833 10874
Nov. 30, 10868 10936
Feb. 28, 10893 10981
May 31, 10798 10898
Aug. 31, 10929 11059
Nov. 30, 10875 11014
Feb. 28, 11131 11338
May 31, 11457 11700
Aug. 31, 11617 11880
Nov. 30, 11830 12140
Feb. 29, 11956 12288
May 31, 11959 12318
Aug. 31, 12091 12501
Nov. 30, 12446 12851
Feb. 29, 12466 12946
May 31, 12610 13132
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Aug. 31, Nov. 30, Feb. 28, May 31, Aug. 31, Nov. 30, Feb. 28, May 31, Aug. 31, Nov. 30, Feb. 28,
1992 1993 1994 1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 10,322 10,326 10,605 10,667 10,833 10,868 10,893 10,798 10,930 10,875 11,131
- -----------------------------------------------------------------------------------------------------------------------------------
Lehman Bros.
1-3 Yr Govt 10,300 10,326 10,611 10,682 10,874 10,936 10,981 10,898 11,059 11,014 11,338
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
May 31, Aug. 31, Nov. 30, Feb. 29, May 31, Aug. 31, Nov. 30, Feb. 28, May 31,
1996 1997
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 11,457 11,617 11,830 11,956 11,959 12,091 12,416 12,466 12,610
- ----------------------------------------------------------------------------------------------------------------

Lehman Bros.
1-3 Yr Govt 11,700 11,880 12,140 12,288 12,318 12,501 12,851 12,946 13,132
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

Without fee waiver, performance would have been lower. Past performance does not
predict future results.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
AS OF 5/31/97
- ----------------------------------------------
SINCE INCEPTION
1 YEAR (6/1/92)
- ----------------------------------------------
<S> <C>
5.44% 4.75%
- ----------------------------------------------
</TABLE>

8
<PAGE> 57

INTERMEDIATE TERM GOVERNMENT INCOME FUND

The investment performance of the Consumer Service Class of the
Intermediate Fund is compared to the performance of the Lehman Bros.
Government/Corporate Index in the following chart from June 1, 1992
(commencement of operations) through May 31, 1993 and for the fiscal years ended
May 31, 1994, May 31, 1995, May 31, 1996 and May 31, 1997.

<TABLE>
<CAPTION>
Redemption Value Lehman Bros.
($10,000 Investment) 1-3 Yr
Since Inception Govt/Corp
<S> <C> <C>
Aug. 31, 10543 10499
Nov. 30, 10466 10471
Feb. 28, 11146 11108
May 31, 11258 11226
Aug. 31, 11794 11819
Nov. 30, 11736 11774
Feb. 28, 11676 11742
May 31, 11268 11339
Aug. 31, 11422 11544
Nov. 30, 11147 11336
Feb. 28, 11637 11900
May 31, 12286 12655
Aug. 31, 12419 12870
Nov. 30, 12906 13409
Feb. 29, 12868 13401
May 31, 12582 13175
Aug. 31, 12680 13349
Nov. 30, 13394 14159
Feb. 29, 1996 13272 14048
May 31, 13453 14215
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Aug. 31, Nov. 30, Feb. 28, May 31, Aug. 31, Nov. 30, Feb. 28, May 31, Aug. 31, Nov. 30, Feb. 28,
1992 1993 1994 1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 10,543 10,466 11,146 11,258 11,794 11,736 11,676 11,268 11,422 11,147 11,637
- ---------------------------------------------------------------------------------------------------------------------------
Lehman Bros.
Gov't/Corp 10,499 10,471 11,108 11,226 11,819 11,774 11,742 11,339 11,544 11,336 11,900
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
May 31, Aug. 31, Nov. 30, Feb. 29, May 31, Aug. 31, Nov. 30, Feb. 28, May 31,
1996 1997
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 12,286 12,419 12,906 12,868 12,582 12,680 13,394 13,272 13,453
- ----------------------------------------------------------------------------------------------------------------

Lehman Bros.
Gov't/Corp 12,655 12,870 13,409 13,401 13,175 13,349 14,159 14,048 14,215
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

Without fee waiver, performance would have been lower. Past performance does not
predict future results.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
AS OF 5/31/97
- ------------------------------------------
SINCE INCEPTION
1 YEAR (6/1/92)
- ------------------------------------------
<S> <C>
6.92% 6.11%
- ------------------------------------------
</TABLE>

<PAGE> 58

MID CAP GROWTH FUND

The investment performance of the Consumer Service Class of shares of the
Mid Cap Growth Fund is compared to the Standard & Poors Mid Cap 400 Index in the
following chart from February 24, 1994 (commencement of operations) through May
31, 1994 and for the fiscal years ended May 31, 1995, 1996 and 1997.

<TABLE>
<CAPTION>
Redemption Value
($10,000 Investment)
Since Inception S&P MidCap 400
<S> <C> <C>
May 31, 9630 9610
Aug. 31, 10090 10096
Nov. 30, 9548 9565
Feb. 28, 10478 10264
May 31, 11270 10909
Aug. 31, 12635 12167
Nov. 30, 13129 12671
Feb. 29, 13787 13258
May 31, 14962 14014
Aug. 31, 14842 13612
Nov. 30, 16378 15050
Feb. 28, 17228 15504
May 31, 18303 16559
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
May 31, Aug. 31, Nov. 30, Feb. 28, May 31, Aug. 31, Nov. 30, Feb. 29, May 31, Aug. 31,
1994 1995 1996
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption Value ($10,000
Investment) Since Inception 9,630 10,090 9,548 10,478 11,270 12,635 13,129 13,787 14,962 14,842
- ---------------------------------------------------------------------------------------------------------------------------------
S&P MidCap 400 9,610 10,096 9,565 10,264 10,909 12,167 12,671 13,258 14,014 13,612
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------
Nov. 30, Feb. 28, May 31,
1997
- --------------------------------------------------------------
<S> <C> <C> <C>
Redemption Value ($10,000
Investment) Since Inception 16,378 17,228 18,303
- --------------------------------------------------------------
S&P MidCap 400 15,050 15,504 16,559
- --------------------------------------------------------------
</TABLE>

Without fee waiver, performance would have been lower. Past performance does not
predict future results.

<TABLE>
<CAPTION>
- --------------------------------
AVERAGE ANNUAL TOTAL RETURN
AS OF 5/31/97
- --------------------------------
1 YEAR SINCE INCEPTION
- --------------------------------
<S> <C>
22.33% 20.33%
- --------------------------------
</TABLE>

<PAGE> 59

LARGE CAP EQUITY FUND

The investment performance of the Consumer Service Class of the Large Cap
Equity Fund is compared to the performance of the Standard & Poor's 500 Index in
the following chart from June 1, 1992 (commencement of operations) through May
31, 1993 and for the fiscal years ended May 31, 1994, May 31, 1995, May 31, 1996
and May 31, 1997.

<TABLE>
<CAPTION>
Redemption Value
($10,000 Investment)
Since Inception SP 500
<S> <C> <C>
Aug. 31, 9979 10044
Nov. 30, 10695 10543
Feb. 28, 10997 10908
May 31, 11437 11159
Aug. 31, 11996 11569
Nov. 30, 12036 11605
Feb. 28, 12123 11815
May 31, 11763 11633
Aug. 31, 12244 12200
Nov. 30, 11582 11726
Feb. 28, 12468 12683
May 31, 13535 13978
Aug. 30, 14236 14813
Nov. 30, 15554 16057
Feb. 29, 16664 17080
May 31, 17382 17949
Aug. 31, 17234 17586
Nov. 30, 20092 20529
Feb. 28, 20811 21546
May 31, 22318 23234
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Aug. 31, Nov. 30, Feb. 28, May 31, Aug. 31, Nov. 30, Feb. 28, May 31, Aug. 31, Nov. 30, Feb. 28,
1992 1993 1994 1995
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 9,979 10,695 10,997 11,437 11,996 12,036 12,123 11,763 12,244 11,582 12,469
- ----------------------------------------------------------------------------------------------------------------------------------
S&P 500 10,044 10,543 10,908 11,159 11,569 11,605 11,815 11,633 12,200 11,726 12,683
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Feb. 29, Feb. 28,
May 31, Aug. 31, Nov. 30, 1996 May 31, Aug. 31, Nov. 30, 1997 May 31,
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Redemption
Value ($10,000
Investment)
Since Inception 13,535 14,236 15,554 16,664 17,382 17,234 20,092 20,811 22,378
- ---------------------------------------------------------------------------------------------------------------
S&P 500 13,974 14,813 16,057 17,080 17,949 17,586 20,529 21,546 23,234
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

Without fee waiver, performance would have been lower. Past performance does not
predict future results.

<TABLE>
<CAPTION>
- ------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
AS OF 5/31/97
- ------------------------------------------
SINCE INCEPTION
1 YEAR (6-1-92)
- ------------------------------------------
<S> <C>
28.75% 17.48%
- ------------------------------------------
</TABLE>

<PAGE> 60

PROSPECTUS SUMMARY

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

The investment objective of the Funds, and certain of their investment
restrictions described herein and in the SAI are fundamental and may not be
changed without shareholder approval.

THE MONEY MARKET FUND

THE GOVERNMENT INCOME FUNDS:

By investing in longer-term maturities than the Short Term Fund, the
Intermediate Fund attempts to achieve higher returns but with greater risk of
volatility in principal value.

12
<PAGE> 61

THE EQUITY FUNDS:

THE SMALL CAP FUND

THE MID CAP FUND

THE LARGE CAP EQUITY FUND

13
<PAGE> 62

RISK FACTORS

There is no assurance that the Funds will achieve their investment
objective. Except for the Money Market Fund each Fund's net asset value is
expected to fluctuate, reflecting fluctuations in the market value of its
portfolio securities. Investors in the Short Term Fund and the Intermediate Fund
are exposed to three types of risk from fixed income securities. (1) Interest
rate risk is the potential for fluctuations in bond prices due to changing
interest rates. (2) Credit risk is the possibility that a bond issuer will fail
to make timely payments of either interest or principal to a Fund. (3)
Prepayment risk (for mortgage-backed securities) or call risk (for corporate
bonds) is the likelihood that, during periods of falling interest rates,
securities with high stated interest rates will be prepaid (or "called") prior
to maturity, requiring a Fund to invest the proceeds at generally lower interest
rates.

In addition, small and mid size companies in which the Equity Funds may
invest, may have limited product lines, markets or financial resources and may
lack management depth. The liquidity and marketability of such companies may be
limited and may be subject to more abrupt or erratic price movements than
securities of larger, more established companies or the market averages in
general. To possibly compensate for this risk exposure, the investor will have
an opportunity to participate, through a residual ownership interest, in
companies with potentially higher growth rates, versus those found in
larger-capitalization issues, and by locating value perhaps overlooked by
investment analysts and other investors. The Equity Funds may invest in options,
warrants and investment grade convertible securities, the Small Cap Fund and
Large Cap Equity Fund may enter into futures transactions and the Mid Cap Fund
and Small Cap Fund may engage in short sales. Accordingly, an investment in the
Equity Funds may not be suitable for all investors.

MANAGEMENT OF THE FUNDS

14
<PAGE> 63

PURCHASES

Shares of the Consumer Service Class of the Funds are offered at net asset
value without a sales load. Only certain investors are eligible to invest in the
"Institutional Class" of each Fund's shares. See "Purchase of Fund Shares" and
"Other Information -- Capitalization." Purchases may be made through an
authorized broker or financial institution, including the Fund, by mail or by
wire. Purchases may only be made in cash with a minimum initial investment for
any Fund of $1,000 which may be waived for certain accounts. Subsequent
investments must be at least $100.

SERVICE ORGANIZATIONS

Each Fund may pay fees to various banks, including Trustmark, trust
companies, broker-dealers and other financial organizations ("Service
Organizations") for providing administrative services for the Funds, such as
maintaining shareholder accounts and records. Investors are not required to
purchase Fund shares through or maintain an account with a Service Organization.

REDEMPTIONS

DIVIDENDS AND DISTRIBUTIONS

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

Each Fund has its own investment objectives, and follows its own investment
policies and practices, including certain investment restrictions. The Statement
of Additional Information (the "SAI") contains specific investment restrictions
which govern the Funds' investments. Except as otherwise noted, those
restrictions and the Funds' investment objectives are fundamental policies,
which means that they may not be changed without a majority vote of shareholders
of the applicable Fund. Except for the objectives and those restrictions
specifically identified as fundamental, all other investment policies and
practices described in this Prospectus and in the SAI are not fundamental and
may be changed by the Board of Trustees without shareholder approval.

The Adviser selects investments and makes investment decisions based on the
investment objectives and policies of each Fund.

15
<PAGE> 64

The Fund attempts to maintain the value of its shares at a constant $1.00 per
share, although there can be no assurance that the Fund will always be able to
do so.

The Adviser selects only those U.S. dollar-denominated debt instruments
which meet the high quality and credit risk standards established by the Board
of Trustees. The Fund will purchase commercial paper which, at the time of
investment, is rated in the top category by at least two Nationally Recognized
Statistical Rating Organizations ("NRSRO"), or the only NRSRO rating the
security or, if not rated, are, in the opinion of the Adviser, of an investment
quality comparable to rated commercial paper in which the Fund may invest.
Corporate debt securities (bonds, debentures, notes and other similar debt
instruments) in which the Fund may invest have 397 days or less to maturity and
are rated AA or better by Standard & Poor's Corporation ("S&P") or Aa or better
by Moody's Investors Service ("Moody's"). The Fund will invest no more than 5%
of its total assets in debt securities which are rated below the top rating
category or if unrated are of comparable investment quality as determined by the
Adviser.

16
<PAGE> 65

comparable rating by another nationally recognized statistical rating
organization or, if unrated, determined by the Adviser to be of comparable
investment quality. While "Baa"/"BBB" securities and comparable unrated
securities may produce a higher return, they are subject to a greater degree of
market fluctuation and credit risks than the higher quality securities in which
the Fund may invest and may be regarded as having speculative characteristics as
well. The Fund may also invest in short term (maturing in less than one year)
money market instruments, including commercial paper rated "A-1" or better by
S&P or "P-1" or better by Moody's. (See "Other Investments," "U.S. Government
Securities," "Corporate Debt Securities," "Mortgage-Related Securities," "Asset
Backed Securities," "Zero Coupon Securities," "Convertible Securities,"
"Repurchase Agreements," "Foreign Securities and American Depository Receipts.")
For temporary defensive purposes, e.g., during periods in which adverse market
or economic conditions warrant, or when, in the opinion of the Adviser, it is in
the best interests of the Fund, the Fund may invest up to 100% of its assets in
non-equity securities, money market instruments and, in the equity securities of
larger capitalized companies.

17
<PAGE> 66

established companies. The companies in which the Fund may invest may have
limited revenues and product lines, and may have a small share of the market for
their products or services. Small companies may lack depth of management. They
may be unable to internally generate funds necessary for growth or potential
development or to generate such funds through external financing on favorable
terms. They may be developing or marketing new products or services for which
markets are not yet established and may never become established. Due to these
and other factors, small companies may incur significant losses, therefore,
investments in such companies are speculative.

Mid Cap Fund. The investment objective of the Mid Cap Fund is to seek to
achieve growth of capital by attempting to outperform the S&P MidCap Index. The
Mid Cap Fund will purchase common stocks of mid-sized companies (companies with
market capitalization ranging from $200 million to $5.2 billion, at the time of
purchase), including common stocks listed on the S&P MidCap Index (collectively,
"Mid Cap Common Stocks"). There is no assurance that the Fund will achieve its
investment objective.

The Adviser will rely extensively upon computer models developed by it for
stock selection. The disciplined approach which is based on input of the Fund's
companies' fundamentals allows it to rank the 400 stocks in the S&P MidCap Index
in order of attractiveness. The Fund, depending on the size, will contain
anywhere from approximately 40 to 120 of the most attractive stocks ranked by
the model. The Adviser may also rely upon other factors both fundamental and
non-fundamental in determining the composition of the Fund.

18
<PAGE> 67

in response to many factors including historical and prospective earnings of the
issuer, the value of its assets, general economic conditions, interest rates,
investor perceptions and market liquidity.

The Adviser may also select other equity investments for the Large Cap
Equity Fund such as preferred stocks, high grade securities convertible into
common stocks and warrants. The Large Cap Equity Fund will not invest more than
5% of its net assets in warrants, no more than 2% of which will be invested in
warrants which are not listed on the New York or American Stock Exchanges.
Normally, the Large Cap Equity Fund will invest at least 65% of its total assets
in common stocks or securities convertible into common stocks of large, well
established companies with market capitalization in excess of $1 billion at the
time of purchase("Large Cap Common Stocks). Under normal conditions, up to 35%
of the Fund's total assets may be invested in investment grade fixed income
securities, mortgage related and asset backed securities, foreign securities,
U.S. Government securities and options and futures transactions. When warranted
by business or financial conditions, temporarily or for defensive purposes, the
Fund may invest up to 100% of its total assets in U.S. Government securities or,
subject to a 25% industry concentration limitation, certificates of deposit,
bankers' acceptances, commercial paper, repurchase agreements (maturing in seven
days or less) and debt obligations of corporations (corporate bonds, debentures,
notes and other similar corporate debt instruments) which are rated A or better
by at least two rating organizations.

The following describes in greater detail different types of securities and
investment practices used by certain of the Funds.

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

19
<PAGE> 68

Corporate Debt Securities (all Funds). The Funds may invest in U.S.
dollar-denominated obligations issued or guaranteed by U.S. corporations or U.S.
commercial banks, U.S. dollar denominated obligations of foreign issuers,
including, for the Equity and Government Funds, those described below under
"Foreign Securities and American Depository Receipts". Such debt obligations
include, among others, bonds, notes, debentures, commercial paper and variable
rate demand notes. Bank obligations include, but are not limited to certificates
of deposit, bankers' acceptances, and fixed time deposits. The Adviser, in
choosing corporate debt securities on behalf of a Fund will evaluate each issuer
based on (i) general economic and financial conditions; (ii) the specific
issuer's (a) business and management, (b) cash flow, (c) earnings coverage of
interest and dividends, (d) ability to operate under adverse economic
conditions, (e) fair market value of assets, and (f) in the case of foreign
issuers, unique political, economic or social conditions to such issuer's
country; and, (iii) other considerations the Adviser deems appropriate.
Investment in obligations of foreign issuers may present a greater degree of
risk than investment in domestic securities (see "Foreign Securities and
American Depository Receipts" below for more details). The Money Market Fund's
investments in U.S. corporate debt securities are limited to corporate bonds,
debentures, notes and other similar corporate debt instruments which meet
previously disclosed minimum ratings or if unrated, are in the Adviser's opinion
comparable in quality to corporate debt securities in which the Fund may invest.

Repurchase Agreements (all Funds). Securities held by the Funds may be
subject to repurchase agreements. A repurchase agreement is a transaction in
which the seller of a security commits itself at the time of the sale to
repurchase that security from the buyer at a mutually agreed upon time and
price. These agreements may be considered to be loans by the purchaser
collateralized by the underlying securities. These agreements will be fully
collateralized and the collateral will be marked-to-market daily. The Funds will
enter into repurchase agreements only with dealers, domestic banks (members of
the Federal Reserve System having total assets in excess of $500 million) or
recognized financial institutions which, in the opinion of the Adviser and in
accordance with guidelines adopted by the Board of Trustees, present minimal
credit risks. While the maturity of the underlying securities in a repurchase
agreement transaction may be more than one year, repurchase agreements with a
maturity of greater than seven days will be considered illiquid. See "Investment
Restrictions." In the event of default by the seller under the repurchase
agreement, a Fund may have problems in exercising its rights to the underlying
securities and may experience time delays in connection with the disposition of
such securities.

20
<PAGE> 69

Cap and Small Cap Funds, one third of the value of the Fund's assets and (ii) in
the case of all other Funds, 5% of such Fund's total assets.

Foreign Securities and American Depository Receipts ("ADRs") (the Equity
Funds). The Equity Funds may invest in foreign securities through the purchase
of ADRs and may also invest directly in certain debt securities of foreign
issuers. The foreign debt securities in which the Equity Funds may invest
include securities issued by foreign branches of U.S. banks and foreign banks,
Canadian commercial paper and Europaper (U.S. dollar denominated commercial
paper of a foreign issuer). Each Fund's investment in foreign debt securities is
limited to 5% of its total assets.

21
<PAGE> 70

the ADR program, the underlying agreement for service and payment will be
between the depository and the shareholder. The company issuing the stock
underlying the ADRs pays nothing to establish the unsponsored facility, as fees
for ADR issuance and cancellation are paid by brokers. Investors directly bear
the expenses associated with certificate transfer, custody and dividend payment.

Investments in foreign securities and ADRs involve certain risks not
typically involved in purely domestic investments, including future foreign
political and economic developments, and the possible imposition of foreign
governmental laws or restrictions applicable to such investments. Securities of
foreign issuers, including through ADRs, are subject to different economic,
financial, political and social factors. Individual foreign economies may differ
favorably or unfavorably from the U.S. economy in such respects as growth of
gross national product, rate of inflation, capital reinvestment, resources,
self-sufficiency and balance of payments position. With respect to certain
countries, there is the possibility of expropriation of assets, confiscatory
taxation, political or social instability or diplomatic developments which could
adversely affect the value of the particular security or ADR. There may be less
publicly available information about a foreign company than about a U.S.
company, and foreign companies may not be subject to accounting, auditing and
financial reporting standards and requirements comparable to those of U.S.
companies.

When Issued Delayed, Delivery Securities and Forward Commitments (all
Funds, except Money Market Fund). The Funds may enter into forward commitments
for the purchase or sale of securities, including on a "when issued" or "delayed
delivery" basis. In some cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and consummation of a merger,
corporate reorganization or debt restructuring. When such transactions are
negotiated, the price is fixed at the time of the commitment, with payment and
delivery taking place in the future, generally a month or more after the date of
the commitment. While the Funds will only enter into a forward commitment with
the intention of actually acquiring the security, the Funds may sell the
security before the settlement date if it is deemed advisable.

Securities purchased under a forward commitment are subject to market
fluctuation, and no interest (or dividends) accrues to a Fund prior to the
settlement date. Each Fund will segregate cash or liquid high-grade debt
securities with the Fund's custodian in an aggregate amount at least equal to
the amount of its outstanding forward commitments.

22
<PAGE> 71

originated by mortgage bankers, commercial banks and savings and loan
associations. GNMA and FHLMC guarantee mortgage securities composed of 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 principal and interest on GNMA pass-through 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
currently guarantees timely payment and ultimate payment of interest and either
timely payment of principal or eventual payment of principal depending upon the
date of issue. Securities issued by FNMA and FHLMC are not backed by the full
faith and credit of the United States; however, they have a close relationship
with the U.S. Government The yields provided by these mortgage securities have
historically exceeded the yields on other types of U.S. Government securities.
However, like most mortgage-backed securities, the experienced yield is
sensitive to interest rates and the rate of principal payments (including
prepayments). Prepayments on underlying mortgages result in a loss of
anticipated interest, and all or part of a premium if any has been paid, and the
actual yield (or total return) to the Fund may be different than the quoted
yield on the securities. Mortgage prepayments generally increase with falling
interest rates and decrease with rising interest rates. Like other fixed income
securities, when interest rates rise, the value of a mortgage pass-through
security generally will decline; however, when interest rates are declining, the
value of a mortgage pass-through securities with prepayment features may not
increase as much as that of other fixed-income securities. Because the average
life of mortgage-related securities may lengthen with increases in interest
rates, the portfolio weighted average life of the mortgage-related securities in
which a Fund is invested may at times lengthen due to this effect. Under these
circumstances, the Adviser may, but is not required to, sell securities in order
to maintain an appropriate portfolio weighted average life.

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 Funds also may invest in mortgage pass-through
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. The yields to
maturity on IOs and POs are particularly sensitive to interest rates and 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, the Funds may not fully recoup its initial investment
in IOs. Conversely, if the underlying mortgage assets experience less than
anticipated prepayments of principal, the return of POs could be adversely
affected. The Funds will treat IOs and POs as illiquid securities except for IOs
and POs issued by the U.S. Government agencies and instrumentalities backed by
fixed-rate mortgages, whose liquidity is monitored by the Adviser.

23
<PAGE> 72

Other Asset-Backed Securities (all Funds). The Funds may also invest in
other asset-backed securities (unrelated to mortgage loans) such as Certificates
for Automobile Receivablessm ("CARSsm"). CARSsm represent undivided fractional
interests in a trust ("trust") whose assets consist of a pool of motor vehicle
retail installment sales contracts and security interest in the vehicles
securing the contracts. Payments of principal and interest on CARSsm are "passed
through" monthly to certificate holders and are guaranteed up to certain amounts
and for a certain time period by a letter of credit issued by a financial
institution unaffiliated with the trustee or originator of the trust. Underlying
sales contracts are subject to prepayment, which may reduce the overall return
to certificate holders. If the letter of credit is exhausted, certificate
holders may also experience delays in payment or losses on CARSsm if the full
amounts due on underlying sales contracts are not realized by the trust because
of unanticipated legal or administrative costs of enforcing the contracts, or
because of depreciation, damage or loss of the vehicles securing the contracts,
or other factors. For asset-backed securities, the industry standard uses a
principal prepayment model, the ABS model, which is similar to the PSA described
previously under "Mortgage-Related Securities." Either the PSA model, the ABS
model or other similar models that are standard in the industry will be used by
a Fund in calculating maturity for purposes of its investment in asset-backed
securities.

24
<PAGE> 73

securities, although sale of the futures contract might be accomplished more
easily and quickly. For example, if a Fund holds long-term U.S. Government
securities and the Adviser anticipates a rise in long-term interest rates, it
could, in lieu of selling its portfolio securities, enter into futures contracts
for the sale of similar long-term securities. If rates increased and the value
of a Fund's portfolio securities declined, the value of the Fund's futures
contracts would increase, thereby protecting the Fund by preventing its net
asset value from declining as much as it otherwise would have declined.
Similarly, entering into futures contracts for the purchase of securities has an
effect similar to actual purchase of the underlying securities, but permits the
continued investment of securities other than the underlying securities. For
example, if the Adviser expects long-term interest rates to decline, the Fund
might enter into futures contracts for the purchase of long-term securities, so
that it could gain rapid market exposure that may offset anticipated increases
in the cost of securities it intends to purchase, while continuing to hold
higher-yielding short-term securities or waiting for the long-term market to
stabilize. The Funds will maintain a segregated account when engaged in
transactions regarding interest rate futures contracts in an amount sufficient
to cover the obligations of the Government Income Funds pursuant to such
contracts.

Options on Common Stocks and Stock Indices (the Equity Funds only). Each
Fund may write (i.e., sell) call options ("calls") if the calls are "covered"
throughout the life of the option. A call is "covered" if the Fund owns or has
the right to acquire the optioned securities and the Fund maintains, in a
segregated account with its custodian, liquid assets with a value sufficient to
meet its obligations under the call, or if the Fund owns an offsetting call
option. When a Fund writes a call, it receives a premium and gives the purchaser
the right to buy the underlying security at any time during the call period
(usually not more than nine months in the case of common stock) at a fixed
exercise price, regardless of market price changes during the call period. If
the call is exercised, each Fund forgoes any gain from an increase in the market
price of the underlying security over the exercise price.

Each Fund will realize a gain (or loss) on a closing purchase transaction
with respect to a call previously written by the Fund if the premium, plus
commission costs, paid to purchase the call is less (or greater) than the
premium, less commission costs, received on the sale of the call. A gain also
will be realized if a call which the Fund has written lapses unexercised,
because the Fund would retain the premium.

25
<PAGE> 74

at which the stock index futures contract was sold, the seller will recognize a
gain determined by the difference between the two index levels at the expiration
of the stock index futures contract, and the purchaser will realize a loss.
Stock index futures contracts expire on a fixed date, currently one to seven
months from the date of the contract, and are settled upon expiration of the
contract.

Put Options on Stock Index Futures Contracts (the Small Cap and Large Cap
Equity Funds only). Each Fund may purchase put options on stock index futures as
another method of protecting the Fund's assets against market declines. See the
SAI for further information about these options contracts.

The use of stock index futures contracts and put options on stock index
futures contracts may impair the liquidity of the Fund's assets and the ability
to operate as an open-end investment company. The Adviser will monitor the
Fund's use of such techniques and report to the Board of Trustees concerning
their impact, if any, on liquidity and the Fund's ability to meet redemptions.
For additional information regarding options and futures contracts see,
"Additional Permitted Investment Activities" in the SAI.

26
<PAGE> 75

Fund's Board of Trustees based upon the trading markets for the securities will
not be included for purposes of this limitation. Rule 144A permits certain
qualified institutional buyers, such as the Funds, to trade in privately placed
securities even though such securities are not registered under the 1933 Act.
The Adviser, under the supervision of the Board of Trustees, will consider
whether securities purchased under Rule 144A are illiquid and thus subject to
each Fund's restriction of investing no more than 15% (10% with respect to the
Money Market Fund) of its assets in illiquid securities. A determination of
whether a Rule 144A security is liquid or not is a question of fact. In making
this determination the Adviser will consider the trading markets for the
specific security taking into account the unregistered nature of a Rule 144A
security. In addition, the Adviser could consider the (1) frequency of trades
and quotes, (2) number of dealers and potential purchasers, (3) dealer
undertakings to make a market, and (4) the nature of the security and of
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of transfer). The liquidity of Rule 144A
securities would be monitored and, if as a result of changed conditions, it is
determined that a Rule 144A security is no longer liquid, a Fund's holdings of
illiquid securities would be reviewed to determine what, if any, steps are
required to assure that the Fund does not invest more than 15% (10% with respect
to the Money Market Fund) of its assets in illiquid securities. Investing in
144A securities could have the effect of increasing the amount of a Fund's
assets invested in illiquid securities if qualified institutional buyers are
unwilling to purchase such securities.

Warrants and Rights (the Equity Funds). The Funds may invest in warrants
or rights of securities of companies (other than those acquired in units or
attached to other securities) which entitle the holder to buy equity securities
at a specific price for a specific period of time but will do so only if such
equity securities are deemed appropriate by the Adviser for inclusion in a Fund.
In the event the underlying security does not sufficiently increase in value
during the period when the warrant may be exercised so as to provide an
attractive investment for a Fund, the warrant will expire and the Funds will
suffer a loss on the price it paid for the warrant. The Funds will not invest
more than 2% of its total assets in warrants or rights which are not listed on
the New York or American Stock Exchanges.

Investment Company Securities (All Funds). Each Fund may invest up to 10%
of its total assets in securities issued by other investment companies. Such
securities will be acquired by the Funds within the limits prescribed by the
Investment Company Act of 1940, as amended ("1940 Act"), which include a
prohibition against a Fund investing more than 10% of the value of its total
assets in such securities. Investors should recognize that the purchase of
securities of other investment companies results in duplication of expenses such
that investors indirectly bear a proportionate share of the expenses of such
companies including operating costs, and administrative fees.

27
<PAGE> 76

less risk than the issuer's common stock, although the extent to which such risk
is reduced depends in large measure upon the degree to which the convertible
security sells above its value as a fixed income security.

Corporate Reorganizations (the Equity Funds). Subject to the Small Cap
Fund's policy of investing at least 65% of its total assets in S&P SmallCap 600
Index, the Mid Cap Fund's policy of investing at least 65% of its total assets
in Mid Cap Common Stocks and the Large Cap Equity Fund's policy of investing at
least 65% of its total assets in Large Cap Common Stock, the Funds may invest
without limit in securities listed on the S&P SmallCap 600 Index, the S&P MidCap
Index and the S&P 500 Index, respectively, for which a tender or exchange offer
has been made or announced and in securities of companies for which a merger,
consolidation, liquidation or similar reorganization proposal has been announced
if, in the judgment of the Adviser, there is a reasonable prospect of capital
appreciation significantly greater than the added portfolio turnover expenses
inherent in the short term nature of such transactions. The principal risk is
that such offers or proposals may not be consummated within the time and under
the terms contemplated at the time of the investment, in which case, unless such
offers or proposals are replaced by equivalent or increased offers or proposals
which are consummated, the Funds may sustain losses. For further information on
such investments, see "Description of the Fund's Investment Securities" in the
SAI.

Investments in Small, Unseasoned Companies (the Equity Funds). The Funds
may invest in small, less well known companies. Some of these companies may have
limited operating history and limited liquidity. To lessen the liquidity
concerns, the Funds will not invest in illiquid, nonmarketable securities of
small, unseasoned companies. The Mid Cap Fund and Large Cap Equity Fund will not
invest more than 5% of its respective net assets in small, unseasoned companies.

When a Fund makes a short sale, it must borrow the security sold short and
deliver it to the broker-dealer through which it made the short sale in order to
satisfy its obligation to deliver the security upon conclusion of the sale. Each
Fund may have to pay a fee to borrow particular securities and is often
obligated to pay over any payments received on such borrowed securities.

Each Fund's obligation to replace the borrowed security will be secured by
collateral deposited with the broker-dealer, usually cash, U.S. government
securities or other highly liquid securities. Each Fund will also be required to
deposit similar collateral with its Custodian to the extent, if any, necessary
so that the value of both collateral deposits in the aggregate is at all times
equal to the greater of the price at which the security is

28
<PAGE> 77

sold short or 100% of the current market value of the security sold short.
Depending on arrangements made with the broker-dealer from which it borrowed the
security regarding payments received by a Fund on such security, the Fund may
not receive any payments (including interest) on its collateral deposited with
such broker-dealer.

If the price of the security sold short increases between the time of the
short sale and the time a Fund replaces the borrowed security, the Fund will
incur a loss; conversely, if the price declines, the Fund will realize a capital
gain. Any gain will be decreased, and any loss increased, by the transaction
costs described above. Although each Fund's gain is limited to the price at
which it sold the security short, its potential loss is theoretically unlimited.

The market value of the securities sold short of any one issuer will not
exceed either 5% of each Fund's total assets or 5% of such issuer's voting
securities. Each Fund will not make a short sale, if, after giving effect to
such sale, the market value of all securities sold short exceeds 20% of the
value of its assets or the Fund's aggregate short sales of a particular class of
securities exceeds 20% of the outstanding securities of that class. Each Fund
may also make short sales "against the box" without respect to such limitations.
In this type of short sale, at the time of the sale, each Fund owns or has the
immediate and unconditional right to acquire at no additional cost the identical
security.

Reverse Repurchase Agreements (Small Cap Fund and Mid Cap Fund only). The
Funds may borrow funds for temporary purposes by entering into reverse
repurchase agreements in accordance with the investment restrictions described
below. Pursuant to such agreements, the Funds would sell portfolio securities to
financial institutions such as banks and broker-dealers, and agree to repurchase
them at a mutually agreed upon date and price. The Funds intend to enter into
reverse repurchase agreements only to avoid selling securities during market
conditions deemed unfavorable by the Adviser to meet redemptions. At the time a
Fund enters into a reverse repurchase agreement, it will place in a segregated
custodial account liquid assets such as are consistent with the Fund's
investment objective having a value not less than 100% of the repurchase price
(including accrued interest), and will subsequently monitor the account to
ensure that such required value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by a Fund may
decline below the price at which the Fund is obligated to repurchase the
securities. Reverse repurchase agreements are considered to be borrowings by an
investment company under the 1940 Act.

29
<PAGE> 78

Portfolio Turnover

INVESTMENT RESTRICTIONS
(All Funds, except as indicated)

(2) make loans, except loans of portfolio securities and except that a Fund
may enter into repurchase agreements with respect to its portfolio securities;

30
<PAGE> 79

MANAGEMENT OF THE FUNDS

Trustmark's Trust Department, has assets in excess of $1.5 billion under
management. It was founded in 1890 and is the second largest commercial bank
headquartered in Mississippi. Trustmark has been managing trust monies for over
40 years. Shares of the Funds are not guaranteed by Trustmark, its parent or
affiliates, nor are they insured by the FDIC.

Trustmark has an investment management staff of highly trained
professionals who manage the assets of each Fund. Jonathan Rogers, a Portfolio
Manager at Trustmark National Bank since 1990, is responsible for the day-to-day
management of the Short Term Fund's portfolio. Robert H. Spaulding is
responsible for the day-to-day management of the Intermediate Fund's portfolio.
Mr. Spaulding, a Vice President, has 20 years of trust experience with
Trustmark. Douglas P. Muenzenmay, who joined Trustmark in 1997 will be
responsible for day-to-day management of the Small Cap Fund with Douglas H.
Ralston, CFA acting as Associate Manager. Mr. Muenzenmay was previously employed
by Brenton Bank, Inc. as an equity fund portfolio manager. Mr. Ralston, Vice
President and Trust Officer with over 11 years investment experience joined
Trustmark in 1991. Prior to joining Trustmark, Mr. Ralston was employed by Third
National Bank of Nashville. Mr. Ralston is also responsible for the day-to-day
management of the Mid Cap Fund. Charles H. Windham, Jr., a Vice President of
Trustmark since 1970, is responsible for the day-to-day management of the Large
Cap Equity Fund's portfolio. Zachariah Wasson, CFA, and Senior Vice President of
Trustmark, serves as Chief Investment Officer and has overall supervisory
responsibility. Mr. Wasson joined Trustmark in 1990.

31
<PAGE> 80

Intermediate Fund, 0.50%; Small Cap Fund, 1.00%; Mid Cap Fund, 0.75%; and the
Large Cap Equity Fund, 0.60%.

The Distributor and Administrator. BISYS Fund Services Limited Partnership
d/b/a BISYS Fund Services ("BISYS") acts as the Administrator of the Funds. PFD
an affiliate of BISYS acts as the Distributor of the Funds' shares. BISYS is a
subsidiary of BISYS Group, Inc. which is headquartered in Little Falls, N.J.,
and supports more than 5,000 financial institutions and corporate clients
through two strategic business units. BISYS Information Services Group provides
image and data processing outsourcing, and pricing analysis to more than 600
banks nationwide, BISYS Investment Services Group designs, administers, and
distributes over 30 families of proprietary mutual funds consisting of more than
365 portfolios, and provides 401(k) marketing support, administration, and
recordkeeping services in partnership with 18 of the nation's leading bank and
investment management companies. BISYS Group, Inc. trades on NASDAQ under the
symbol BSYS.

Pursuant to a Transfer Agency Agreement between the Trust and BISYS Fund
Services, Inc., an affiliate of the Administrator, BISYS Fund Services, Inc.
receives a fee of $15.00 per account per year plus out-of-pocket expenses.
Pursuant to a Fund Accounting Agreement between the Trust and BISYS Fund
Services, Inc., BISYS Fund Services, Inc. assists the Trust in calculating net
asset values and provides certain other accounting services for each Fund
described therein, for an annual fee of $30,000 per Fund plus out-of-pocket
expenses.

DISTRIBUTION PLAN AND AGREEMENT

32
<PAGE> 81

printing and distribution of sales literature and expenses associated with media
advertisements and telephone services and other direct and indirect
distribution-related expenses, including the payment of a monthly fee to
broker-dealers for rendering distribution-related asset introduction and asset
retention services. The Funds may also make payments to other broker-dealers or
financial institutions for their assistance in distributing shares of the Funds
and otherwise promoting the sale of the Funds shares. The total monthly payment
is based on each Fund's Consumer Service Class shares average daily net assets
value during the preceding month and is calculated at an annual rate not to
exceed 0.35%.

The Plan provides for the Distributor to prepare and submit to the Board of
Trustees on a quarterly basis written reports of all amounts expended pursuant
to the Plan and the purpose for which such expenditures were made. The Plan may
not be amended to increase materially the amount spent for distribution expenses
without approval by a majority of the Fund's outstanding shares subject to the
Plan and approval of a majority of the non-interested Trustees. Distribution
expenses incurred in one year will not be carried forward into and reimbursed in
the next year for actual expenses incurred in the previous year.

The Distributor, at its expense, will provide additional compensation to
dealers in connection with sales of Shares of any of the Funds. Such
compensation will include financial assistance to dealers in connection with
conferences, sales or training programs for their employees, seminars for the
public, advertising campaigns regarding one or more Funds of the Trust, and/or
other deal-sponsored special events. In some instances, this compensation will
be made available only to certain dealers whose representatives have sold a
significant amount of such Shares. Compensation will include payment for travel
expenses, including lodging, incurred in connection with trips taken by invited
registered representatives and members of their families to location within
outside the United States for meetings or seminars of a business nature.
Compensation will also include the following types of non-cash compensation
offered through sales contests: (1) vacation trips, including the provision of
travel arrangements and lodging at luxury resorts at an exotic location, (2)
tickets for entertainment events (such as concerts, cruises and sporting events)
and (3) merchandise (such as clothing, trophies, clocks and pens). Dealers may
not use sales of a Fund's Shares to qualify for this compensation to the extent
such may be prohibited by the laws of any state or any self-regulatory agency,
such as the National Association of Securities Dealers, Inc. None of the
aforementioned compensation is paid for by any Fund or its Shareholders.

33
<PAGE> 82

prohibiting banks from performing administrative and shareholder servicing
functions as Service Organizations. However, judicial or administrative
decisions or interpretations of such laws, as well as changes in either Federal
or state regulations relating to the permissible activities of banks and their
subsidiaries or affiliates, could prevent a bank Service Organization from
continuing to perform all or a part of its servicing activities. If a bank were
prohibited from so acting, its shareholder clients would be permitted to remain
shareholders of the Funds and alternative means for continuing the servicing of
such shareholders would be sought. It is not expected that shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences. In addition, state securities law on this issue may differ from
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.

OTHER EXPENSES

34
<PAGE> 83

FUND SHARE VALUATION

The net asset value per share is calculated at 12 noon (eastern time) for
the Money Market Fund and at 4:00 p.m. (eastern time) for all other Funds,
Monday through Friday, on each day the New York Stock Exchange is open for
trading (a "Business Day"), which excludes the following business holidays: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net
asset value per share of each class of shares of the Fund is computed by
dividing the net assets (i.e., the value of the assets less the liabilities)
attributable to such class of shares by the total number of the outstanding
shares of such class. All expenses, including fees paid to the Adviser, BISYS
and BISYS Fund Services, Inc. are accrued daily and taken into account for the
purpose of determining the net asset value.

PURCHASE OF FUND SHARES

Orders for purchases of Consumer Service Class shares will be executed at
the net asset value next determined after an order has been received. All monies
received by the Funds are invested in full and fractional shares of the
appropriate Fund. Certificates for shares are not issued. The Trust maintains
records of each shareholder's holdings of Fund shares, and each shareholder
receives a statement of transactions, holdings and dividends. The Funds reserve
the right to reject any purchase order. All initial investments should be
accompanied by a completed Purchase Application, a form of which accompanies
this Prospectus. A separate application is required for Individual Retirement
Account investments.

Minimum Purchase Requirements. The minimum initial investment in a Fund is
$1,000, except that the minimum is $250 for an IRA, other than an IRA for which
Trustmark serves as trustee. Subsequent investments must be at least $100, or
$50 for an IRA. All initial investments should be accompanied by a completed
Purchase Application. A Purchase Application accompanies this Prospectus.
Different minimums apply, and a separate application is required for IRA
investments. The Funds reserve the right to reject purchase orders.

35
<PAGE> 84

An investment may be made using any of the following methods:

Orders received by your broker or Service Organization for the Funds in
proper order prior to the determination of net asset value and transmitted to
the Fund prior to the close of its business day which is currently 4:00 p.m.
(eastern time) (1:30 p.m. (eastern time) in the case of the Money Market Fund),
will become effective that day. Brokers who receive orders are obligated to
transmit them promptly. You should receive written confirmation of your order
within a few days of receipt of instructions from your broker.

By Mail. Payments to open new accounts should be sent to Performance Funds
Trust, P.O. Box 182484, Columbus, OH 43218-2484, together with a completed
application.

Where purchases are made by check in any Fund redemption proceeds will not
be available until payment of the purchase has been collected, which may take up
to fifteen days.

No third party or foreign checks are accepted.

INDIVIDUAL RETIREMENT ACCOUNTS

36
<PAGE> 85

EXCHANGE PRIVILEGES

REDEMPTION OF FUND SHARES

37
<PAGE> 86

Redemption Methods. To ensure acceptance of your redemption request, it is
important to follow the procedures described below. Although the Funds have no
present intention to do so, the Funds reserve the right to refuse or to limit
the frequency of any telephone or wire redemptions. Of course, it may be
difficult to place orders by telephone during periods of severe market or
economic change, and a shareholder should consider alternative methods of
communication, such as couriers. The Funds' services and their provisions may be
modified or terminated at any time by the Funds. If the Funds terminate any
particular service, they will do so only after giving written notice to
shareholders. Redemption by mail will always be available to shareholders.

You may redeem your shares using any of the following methods:

Through an Authorized Broker, Investment Adviser or Service
Organization. You may redeem your shares by contacting your broker or
investment adviser and instructing him to redeem your shares. He will then
contact PFD and place a redemption trade on your behalf. You will receive the
next determined net asset value per share after receipt of such request by your
broker or investment adviser. It will be the responsibility of such broker or
investment adviser to transmit your redemption request to the Fund in a timely
manner. A broker or investment adviser which has received any portion of a sales
load or 12b-1 fee for the sale of such shares may not also receive a fee for
this service.

By Mail. You may redeem your shares by sending a letter directly to
Performance Funds Trust, P.O. Box 182454, Columbus, Ohio 43218-2487. To be
accepted, a letter requesting redemption must include: (i) the Fund name and
account registration from which you are redeeming shares, (ii) your account
number, (iii) the amount to be redeemed, and (iv) the signatures of all
registered owners. A signature guarantee will be required when redemptions
proceeds are to be sent to an address other than the registered address.

38
<PAGE> 87

The above mentioned services "Telephone", "Wire" and "Checkwriting" are not
available for IRAs and trust clients of Trustmark.

The Fund reserves the right to pay for redeemed shares within seven days
after receiving your redemption order if, in the judgment of the Adviser, an
earlier payment could adversely affect the Fund.

DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX

Each Fund has elected to qualify, has qualified (in the case of the Small
Cap Fund, intends to qualify) and intends to continue to qualify to be treated
as a regulated investment company pursuant to the provisions of Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"). By so qualifying and

39
<PAGE> 88

electing, each Fund generally will not be subject to Federal income tax to the
extent that it distributes investment company taxable income and net capital
gains in the manner required under the Code.

In the case of the Money Market Fund, shares purchased will begin earning
dividends on the day the purchase order is executed and shares redeemed will
earn dividends through the previous day. Net investment income for a Saturday,
Sunday or a holiday will be declared as a dividend on the previous business day.
In the case of shares of the Government Income Funds and the Equity Funds,
shares purchased will begin earning dividends on the day after the purchase
order is executed, and shares redeemed will earn dividends through the day the
redemption is executed.

40
<PAGE> 89

recognition of gains or losses, and, for purposes of qualifying as a regulated
investment company, may limit the extent to which a Fund may be able to engage
in such transactions.

The Funds may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where a Fund or shareholder has been
notified by the Internal Revenue Service that the shareholder is subject to
backup withholding. Corporate shareholders and certain other shareholders
specified in the Code are exempt from backup withholding. Backup withholding is
not an additional tax. Any amount withheld may be credited against the
shareholder's U.S. Federal income tax liability.

OTHER INFORMATION

CAPITALIZATION

Shares of the Fund's Institutional Class and Consumer Service Class are
offered at net asset value without a sales load. Shares of the Consumer Services
Class of the Fund are also offered at net asset value without a sales load but
may be subject to 12b-1 fees to which the Institutional Class is not. See "Fund
Share Valuation" and "Purchase of Fund Shares." Purchases of Institutional Class
shares may only be made by one of the following types of Institutional
Investors; (i) trust, investment management and other fiduciary accounts managed
or administered by Trustmark or its affiliates or correspondents, pursuant to a
written agreement (except asset allocation or "wrap" accounts); (ii) Trustees of
the Trust (and family members), Directors of Trustmark (and family members),
employees (and family members) of Trustmark, the Distributor, Administrator and
affiliates and correspondents, and any persons purchasing shares with the
proceeds of a distribution from a trust, investment management and other
fiduciary account managed or administered by Trustmark, or its affiliates; or
(iii) correspondents pursuant to a written agreement; and (iv) persons who make
an initial investment of one million dollars or more or who, at the time of
purchase,

41
<PAGE> 90

have a balance of one million dollars or more in the Fund. Purchases may be made
through an authorized broker or financial institution, including the Fund, by
mail or by wire.

VOTING

PERFORMANCE INFORMATION

42
<PAGE> 91

Performance information for each Fund may be compared to various unmanaged
indices, such as the S&P Small Cap 600 Index, S&P MidCap Index, Standard &
Poor's 500 Stock Index, or the Dow Jones Industrial Average and indices prepared
by Lipper Analytical Services, and other entities or organizations which track
the performance of investment companies. Any performance information should be
considered in light of the Fund's investment objectives and policies,
characteristics and quality of each Fund and the market conditions during the
time period indicated, and should not be considered to be representative of what
may be achieved in the future. For a description of the methods used to
determine yield and total return for each Fund, see the SAI.

ACCOUNT SERVICES

SHAREHOLDER INQUIRIES

All shareholder inquiries should be directed to Performance Funds Trust c/o
BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219.

General and Account Information: (800) PERFORM (737-3676).

43
<PAGE> 92

(This Page Intentionally Left Blank)
<PAGE> 93