BNY HAMILTON FUNDS INC
497, 1996-07-15
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<PAGE>

              COMBINED PROSPECTUS FOR BNY HAMILTON EQUITY INCOME FUND
              BNY HAMILTON INTERMEDIATE GOVERNMENT FUND
[LOGO]        BNY HAMILTON INTERMEDIATE NEW YORK TAX-EXEMPT FUND
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
          FUND                                 OBJECTIVE                              FOR INVESTORS SEEKING
- ------------------------  ----------------------------------------------------  ---------------------------------
<S>                       <C>                                                   <C>
BNY HAMILTON EQUITY       To provide long-term capital appreciation greater     Capital appreciation, higher than
INCOME FUND               than the appreciation of, and yield greater than the  market average income with
                          yield of, the Standard & Poor's 500 Index; equal      relatively low volatility
                          emphasis is placed on attaining income and capital
                          appreciation
- -----------------------------------------------------------------------------------------------------------------
BNY HAMILTON              To earn as high a level of current income as          Current income from U.S.
INTERMEDIATE GOVERNMENT   is consistent with preservation of capital, moderate  Government securities, minimal
FUND                      stability in net asset value and minimal credit risk  credit risk and relatively stable
                                                                                share price
- -----------------------------------------------------------------------------------------------------------------
BNY HAMILTON              To provide income that is exempt from federal, New    Triple tax-free income, moderate
INTERMEDIATE NEW YORK     York State and New York City income taxes while       risk and relative stability of
TAX-EXEMPT FUND           maintaining relative stability of principal           principal
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
 
INVESTMENTS IN ANY OF THE FUNDS ARE NOT BANK DEPOSITS OR OBLIGATIONS OF OR
GUARANTEED OR INSURED BY THE BANK OF NEW YORK, AND THE SHARES IN ANY OF THE
FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES GOVERNMENT, THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENTS IN ANY OF THE FUNDS INVOLVE INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL.
 
This Prospectus sets forth concisely the information that a prospective investor
should know about the three (3) members of BNY Hamilton Funds, Inc. noted in the
chart above (hereinafter referred to as the 'Funds') before investing and should
be retained for future reference. Additional information about the Funds and the
other fund in the BNY Hamilton Family of Funds has been filed with the
Securities and Exchange Commission in the Statement of Additional Information
for BNY Hamilton Funds, Inc., dated April 29, 1996. This information is
incorporated by reference and is available without charge upon request from the
Funds' distributor, BNY Hamilton Distributors, Inc., 125 West 55th Street, New
York, NY 10019, Attention: BNY Hamilton Funds, Inc., 1-800-426-9363.
 
- --------------------------------------------------------------------------------
 
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.

- --------------------------------------------------------------------------------
 
                 THE DATE OF THIS PROSPECTUS IS APRIL 29, 1996.
                          (AS REVISED JULY 15, 1996).

<PAGE>

TABLE OF
CONTENTS
 
<TABLE>
<CAPTION>
                                                             PAGE
                                                             ----
<S>                                                          <C>
Fee Table...............................................       1
 
Financial Highlights....................................       3
 
Investment Objectives and Policies......................       6
 
Description of Securities...............................       8
 
Additional Investment Information and Risk
Considerations..........................................      13
 
Investment Restrictions.................................      28
 
Management of the Funds.................................      29
 
Summary of Shareholder Services.........................      31
 
Fund and Other Shareholder Services.....................      32
 
Purchase of Shares......................................      34
 
Redemption of Shares....................................      38
 
Exchange of Shares......................................      40
 
Dividends and Distributions.............................      40
 
Net Asset Value.........................................      41
 
Organization............................................      41
 
Taxes...................................................      42
 
Additional Information..................................      44
 
Appendix................................................      45
</TABLE>


<PAGE>

<TABLE>
<S>                              <C>
                                 The following table illustrates the expenses an investor in any one of the Funds
  FEE TABLE                      will incur. In addition, investments are subject to the annual fund operating
                                 expenses (after expense waivers/reimbursements) set forth below.
</TABLE>

 
<TABLE>
<CAPTION>
                                                                                                             BNY HAMILTON           
                                                                                                           INTERMEDIATE NEW
                                                                       BNY HAMILTON       BNY HAMILTON           YORK
                                                                       EQUITY INCOME      INTERMEDIATE        TAX-EXEMPT
                                                                           FUND          GOVERNMENT FUND         FUND
                                                                     -----------------  -----------------  -----------------
                  <S>                                                <C>                <C>                <C>     
                  SHAREHOLDER TRANSACTION EXPENSES:
                         Sales Load Imposed on Purchases...........           None               None               None
                         Sales Load Imposed on Reinvested
                           Dividends...............................           None               None               None
                         Deferred Sales Load.......................           None               None               None
                         Redemption Fees...........................           None               None               None
                         Exchange Fees.............................           None               None               None
                  ANNUAL FUND OPERATING EXPENSES AFTER EXPENSE
                    WAIVERS/REIMBURSEMENTS:
                    (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
                         Management Fees...........................            .80%               .70%               .55%
                         12b-1 Fees after expense
                           waivers/reimbursements*.................            .00%               .00%               .00%
                         Other Expenses............................            .20%               .36%               .35%
                                                                            ------             ------             ------
                         Total Fund Operating Expenses after
                           expense waivers/reimbursements..........           1.00%              1.06%               .90%
                                                                            ------             ------             ------
                                                                            ------             ------             ------
</TABLE>
 
                   -------------------------------------------------
                   * Although each Fund has adopted a 12b-1 distribution plan
                     permitting payment of up to .25% per annum of average
                     daily net assets, none of the Funds has implemented the
                     plan as of the date of this Prospectus. The Funds will
                     not implement their 12b-1 Plans until such future date as
                     their Board of Directors deems appropriate.
 
                   EXAMPLE:
                     An investor would pay the
                     following expenses on a $1,000
                     investment, assuming (1) 5% annual
                     return and (2) redemption at the
                     end of each time period:


<TABLE>
<CAPTION>
                                                                          1 YEAR     3 YEARS      5 YEARS   10 YEARS
                                                                          ------     -------      -------   --------
                  <S>                                                     <C>        <C>          <C>       <C>  
                  BNY Hamilton Equity Income Fund..............             $10         $32         $55        $123
                  BNY Hamilton Intermediate Government Fund....             $11         $34         $59        $130
                  BNY Hamilton Intermediate New York Tax-Exempt
                    Fund.......................................             $ 9         $29         $50        $111
 
</TABLE>

              This table is designed to assist investors in understanding the
              various direct and indirect costs that an investor would bear.
              The Adviser and Administrator (each as defined in 'Management of
              the Funds') have agreed to limit expenses of the BNY Hamilton
              Intermediate New York Tax-Exempt Fund to .90% of its average
              daily net assets. Had such expenses not been limited, the
              Management Fees would have been .70%; Other Expenses would have
              been .50%; and
 
                                                                             1
<PAGE>
 
              Total Fund Operating Expenses would have been 1.20%. Expenses
              are not limited by the Adviser or the Administrator for the BNY
              Hamilton Equity Income Fund and the BNY Hamilton Intermediate
              Government Fund. Management reserves the right to implement or
              discontinue expense limitations at any time. See 'Fund and Other
              Shareholder Services-Fee Waivers'.
 
              For a description of contractual fee arrangements or the fees
              and expenses included in Other Expenses, see 'Management of the
              Funds' and 'Fund and Other Shareholder Services'. In connection
              with the example, please note that $1,000 is less than the
              generally applicable minimum initial investment required for
              each of the Funds and that there are no redemption or exchange
              fees of any kind. See 'Purchase of Shares' and 'Redemption of
              Shares'.
 
              THE ABOVE EXAMPLES ARE HYPOTHETICAL AND ARE INCLUDED SOLELY FOR
              ILLUSTRATIVE PURPOSES. THEY SHOULD NOT BE CONSIDERED A
              REPRESENTATION OF PAST OR FUTURE PERFORMANCE; ACTUAL EXPENSES
              MAY BE MORE OR LESS THAN THOSE SHOWN.
 
                  2


<PAGE> 

                             FINANCIAL HIGHLIGHTS


The following selected data for an outstanding share of each of the Funds
included in this Prospectus was audited by Deloitte & Touche LLP, independent
accountants, whose report thereon was unqualified. This information should be
read in conjunction with the financial statements and related notes that 
appear in the Statement of Additional Information. Further information about 
the performance of any of the Funds is contained in the Funds' annual report 
to shareholders, which may be obtained from the Funds upon request and 
without charge.
 



                              BNY HAMILTON EQUITY INCOME FUND

<TABLE>
<CAPTION>
 
                                                                                                       FOR THE
                                                                                                       PERIOD
                                                                                                     AUGUST 10,
                                                                                                        1992*
                                                                      YEAR ENDED DECEMBER 31,          THROUGH
                                                                  -------------------------------   DECEMBER 31,
                                                                    1995       1994       1993          1992
                                                                  ---------  ---------  ---------  ---------------
                  <S>                                             <C>        <C>        <C>        <C>     
                  PER SHARE DATA:
                  Net asset value at beginning of period........  $   10.70  $   11.30  $   10.43     $   10.00
                                                                  ---------  ---------  ---------  ---------------
                  INCOME FROM INVESTMENT OPERATIONS
                  Net investment income.........................       0.32       0.31       0.29          0.11
                  Net realized and unrealized gain (loss) on
                    investments.................................       2.41      (0.60)      0.94          0.47
                                                                  ---------  ---------  ---------  ---------------
                  Total from investment operations..............       2.73      (0.29)      1.23          0.58
                                                                  ---------  ---------  ---------  ---------------
                  DIVIDENDS AND DISTRIBUTIONS
                    Dividends from net investment income........      (0.32)     (0.31)     (0.28)        (0.12)
                    Distributions from capital gains............      (0.12)        --      (0.08)        (0.03)
                                                                  ---------  ---------  ---------  ---------------
                  Total dividends and distributions.............      (0.44)     (0.31)     (0.36)        (0.15)
                                                                  ---------  ---------  ---------  ---------------
                  Net asset value at end of period..............  $   12.99  $   10.70  $   11.30     $   10.43
                                                                  =========  =========  =========  ===============
                  TOTAL RETURN..................................      25.78%     (2.58)%     11.94%         5.86%**
                  RATIOS/SUPPLEMENTAL DATA:
                  Net assets at end of period (000's omitted)...  $ 169,841  $ 135,131  $ 112,849     $  20,440
                  Ratio to average net assets of:
                    Expenses, net of waiver from The Bank

                      of New York...............................       1.00%      1.04%      1.09%         1.10%***
                    Expenses, prior to waiver from The Bank
                      of New York...............................       1.00%      1.04%      1.12%         2.12%***
                    Net investment income, net of waiver from
                      The Bank of New York......................       2.66%      2.89%      2.82%         3.33%***
                    Portfolio turnover rate.....................         58%        51%        50%           25%
                    Average commission rate paid per share
                      traded....................................  $     .0557
</TABLE>
               --------------------------------------------

              *   Commencement of investment operations.
              **  Not annualized.
              *** Annualized.
 
                                                                             3

<PAGE>

                          BNY HAMILTON INTERMEDIATE GOVERNMENT FUND

<TABLE>
<CAPTION>
                                                                                                     FOR THE
                                                                                                      PERIOD 
                                                                                                     AUGUST 10,  
                                                                                                       1992*
                                                                   YEAR ENDED DECEMBER 31,             THROUGH
                                                                -------------------------------      DECEMBER 31,
                                                                  1995          1994         1993       1992
                                                              ----------    ----------   ----------   ----------
<S>                                                           <C>           <C>          <C>          <C>
                  PER SHARE DATA:
                  Net asset value at beginning 
                   of period......                              $  9.10      $ 10.12      $  9.87     $ 10.00
                                                                -------      -------      -------     -------
                  INCOME FROM INVESTMENT OPERATIONS
                  Net investment income.................           0.53         0.50         0.51        0.18
                  Net realized and unrealized gain (loss) 
                    on investments......................           0.84        (1.02)        0.27       (0.13)
                                                                -------       -------     -------     -------
                  Total from investment operations......           1.37        (0.52)        0.78        0.05
                                                                -------       -------     -------     -------
                  DIVIDENDS AND DISTRIBUTION
                    Dividends from net investment 
                     income.............................         (0.53)       (0.50)        (0.51)        (0.18)
                    Distributions from capital gains....            --           --         (0.02)           --
                                                                -------     -------         -------      -------
                  Total dividends and distributions.....         (0.53)       (0.50)        (0.53)        (0.18)
                                                                -------      -------       -------       -------
                  Net asset value at end of period.......       $  9.94     $  9.10       $ 10.12       $  9.87
                                                                =======     =======       =======       =======
                  TOTAL RETURN...........................         15.40%      (5.17)%        8.03%         0.51%**
                  RATIOS/SUPPLEMENTAL DATA:
                  Net assets at end of period (000's
                    omitted)............................        $60,659     $59,328       $72,069       $25,575
                  Ratio to average net assets of:
                    Expenses, net of waiver from The Bank 
                      of New York.......................           1.06%       1.07%         0.86%         0.75%***
                    Expenses, prior to waiver from The 
                      Bank of New York...................          1.06%       1.10%         1.15%         1.64%***
                    Net investment income, net of waiver 
                      from The Bank of New York..........          5.52%       5.30%         5.04%         4.62%***
                    Portfolio turnover rate..............            48%         49%           67%           63%
 
              --------------------------------------------
 
              *   Commencement of investment operations.
              **  Not annualized.
              *** Annualized.
                                                                             4

<PAGE>
 
                      BNY HAMILTON INTERMEDIATE NEW YORK TAX-EXEMPT FUND


</TABLE>
<TABLE>
<CAPTION>
                                                                                                     FOR THE
                                                                                                      PERIOD 
                                                                                                     AUGUST 10,  
                                                                                                       1992*
                                                                   YEAR ENDED DECEMBER 31,             THROUGH
                                                                -------------------------------      DECEMBER 31,
                                                                  1995          1994         1993       1992
                                                              ----------    ----------   ----------   ----------
<S>                                                           <C>           <C>          <C>          <C>
                  PER SHARE DATA:
                  Net asset value at beginning 
                   of period............................        $  9.59      $ 10.37       $  9.97       $ 10.00
                                                                -------      -------       -------       -------
                  INCOME FROM INVESTMENT OPERATIONS
                  Net investment income.................           0.39         0.39          0.38          0.15
                  Net realized and unrealized gain (loss) 
                    on investments......................           0.75        (0.78)         0.40         (0.03)+
                                                                -------      -------       -------       -------
                  Total from investment operations......           1.14        (0.39)         0.78          0.12
                                                                -------      -------       -------       -------
                  DIVIDENDS
                    Dividends from net investment 
                     income.............................          (0.39)       (0.39)        (0.38)        (0.15)
                                                                -------      -------       -------       -------
                    Net asset value at end of period....        $ 10.34      $  9.59       $ 10.37       $  9.97
                                                                =======      =======       =======       =======
                  TOTAL RETURN..........................          12.08%       (3.81)%        7.99%         1.18%**
                  RATIOS/SUPPLEMENTAL DATA:
                  Net assets at end of period (000's
                    omitted)............................        $40,931      $43,213       $55,871       $19,717
                  Ratio to average net assets of:
                    Expenses, net of waiver from 
                     The Bank of New York and 
                     Administrator......................           0.90%        0.85%         0.68%         0.60%***
                    Expenses, prior to waiver from 
                     The Bank of New York and 
                     Administrator......................           1.20%        1.20%         1.30%         1.96%***
                    Net investment income, net of waiver 
                      from The Bank of New York and
                      Administrator.....................           3.89%        3.92%         3.74%         3.79%***
                    Portfolio turnover rate.............              4%          18%            6%           --

</TABLE>
              --------------------------------------------
              *   Commencement of investment operations.
              **  Not annualized.
              *** Annualized.
              +   The amount shown is not in accordance with the change in the

                  aggregate gains and losses of the portfolio securities during
                  the period August 10, 1992 through December 31, 1992 due to
                  the timing of sales and repurchases of shares of the Fund.
 
                                                                               5


<PAGE>

                             INVESTMENT OBJECTIVES AND POLICIES

              The investment objective of each of the Funds is described below,
              together with a summary of the policies each Fund will employ in
              its efforts to achieve its objective. There can be no assurance
              that the Funds will attain their respective investment 
              objectives. 

              BNY HAMILTON EQUITY INCOME FUND 
              (THE 'EQUITY INCOME FUND')
 
              The Equity Income Fund's investment objectives are to provide
              long-term capital appreciation greater than the appreciation of,
              and yield greater than the yield of, the Standard & Poor's 500
              Index. Equal emphasis is placed on attaining income and capital
              appreciation. The Equity Income Fund will invest primarily in
              common stock and convertible securities issued by domestic
              corporations, and may also invest in securities issued by foreign
              corporations. In connection with its investment objectives, the
              Equity Income Fund seeks to achieve capital appreciation in excess
              of the market average represented by the Standard & Poor's 500
              Index. During periods of rapid market capital appreciation, the
              effect of the Equity Income Fund's dual investment objectives will
              likely be that its net asset value will not rise as rapidly as the
              market generally. Conversely, during periods of rapid market
              depreciation, the Equity Income Fund's net asset value would not
              be expected to decline as rapidly as the market.
 
              The Equity Income Fund will invest in common stocks and securities
              convertible into common stocks. The securities in which the Equity
              Income Fund may invest include those listed on any domestic or
              foreign securities exchange or traded in the over-the-counter
              market. Under normal circumstances, the Equity Income Fund intends
              to invest at least 65% of the value of its total assets in equity
              or equity-related securities (such as preferred stock or corporate
              debt that is convertible to common stocks) that pay dividends or
              interest.
 
              BNY HAMILTON INTERMEDIATE GOVERNMENT FUND
              (THE 'INTERMEDIATE GOVERNMENT FUND')
 
              The Intermediate Government Fund's investment objective is to earn
              as high a level of income as is consistent with the preservation
              of capital, moderate stability in net asset value and minimal
              credit risk. The Intermediate Government Fund will attempt to
              accomplish this objective by investing in obligations issued or
              guaranteed by the United States Government and backed by the full
              faith and credit of the United States. The Intermediate Government
              Fund may also invest in obligations issued or guaranteed by United
              States Government agencies or instrumentalities where the
              Intermediate Government Fund must look principally to the issuing
              or guaranteeing agency for ultimate repayment. Examples of

              agencies or instrumentalities issuing these obligations are the
              Federal Farm Credit Systems and the Federal Home Loan Banks.
              Although the United States Government or its agencies or
              instrumentalities are ultimately responsible for payment of these
              obligations, they do not guarantee the market value of such
              obligations. Under normal circumstances, the Intermediate
              Government Fund will invest at least 65% of the value of its total
              assets in guaranteed Government securities.
 
                  6

<PAGE>

              In an effort to manage interest rate risk and principal stability
              of the Intermediate Government Fund's net asset value, the
              Intermediate Government Fund will invest in a portfolio of debt
              instruments which, during normal market conditions, will have a
              dollar weighted average maturity not less than three nor more than
              ten years.
 
              BNY HAMILTON INTERMEDIATE NEW YORK TAX-EXEMPT FUND
              (THE 'INTERMEDIATE NEW YORK TAX-EXEMPT FUND')
 
              The Intermediate New York Tax-Exempt Fund's investment objective
              is to provide investors with income that is exempt from federal,
              New York State and New York City income taxes while maintaining
              relative stability of principal. The Intermediate New York
              Tax-Exempt Fund will seek to accomplish this objective by
              investing primarily in bonds issued by New York State and the
              Commonwealth of Puerto Rico and their respective authorities,
              agencies, instrumentalities and political subdivisions, which
              bonds are exempt from federal, New York State and New York City
              income taxes. (These type of bonds are hereinafter referred to as
              'Municipal Obligations').
 
              In an effort to manage interest rate risk and principal stability
              of the Intermediate New York Tax-Exempt Fund's net asset value,
              the Intermediate New York Tax-Exempt Fund will invest in a
              portfolio of debt instruments and/or Municipal Obligations which,
              during normal market conditions, will have a dollar weighted
              average maturity of no more than eight nor less than three years.
 
              During normal conditions, the Intermediate New York Tax-Exempt
              Fund will attempt to invest 100%, and as a fundamental policy at
              least 80%, of its net assets in Municipal Obligations. If, due to
              market conditions or supply limitations, Municipal Obligations are
              not available, the Intermediate New York Tax-Exempt Fund MAY
              TEMPORARILY INVEST MORE THAN 20% OF THE VALUE OF ITS NET ASSETS IN
              FIXED INCOME SECURITIES THAT ARE SUBJECT TO FEDERAL, NEW YORK
              STATE OR NEW YORK CITY INCOME TAXES. These securities may include
              (i) securities issued or guaranteed by the United States
              Government; (ii) commercial paper; (iii) certificates of deposit
              of the 100 largest domestic banks; or (iv) corporate debt. To
              provide liquidity, the Intermediate New York Tax-Exempt Fund will

              invest a portion of its assets in short-term Municipal Obligations
              and may temporarily increase investment in short-term Municipal
              Obligations for defensive purposes if, in the opinion of the
              investment adviser, adverse market conditions so warrant. For a
              further discussion of the types of securities that the
              Intermediate New York Tax-Exempt Fund may invest in for temporary
              defensive purposes and the associated risks, see 'Additional
              Investment Information and Risk Considerations--Taxable
              Investments' later in this Prospectus.
 
                                                                               7

<PAGE>

                                  DESCRIPTION OF SECURITIES

              The following paragraphs describe the types of securities in 
              which the Funds are permitted to invest, along with the 
              specific Fund(s) intending to make such investments.

              EQUITY SECURITIES
 
              The Equity Income Fund may invest in common stock, which includes
              the common stock of any class or series of domestic or foreign
              corporation or any similar equity interest, such as a trust or
              partnership interest. These investments may or may not pay
              dividends and may or may not carry voting rights. Common stock
              occupies the most junior position in a company's capital
              structure.
 
              CONVERTIBLE SECURITIES
 
              The Equity Income Fund may invest in convertible securities, which
              include any debt securities or preferred stock that may be
              converted into common stock or that carry the right to purchase
              common stock. Convertible securities entitle the holder to
              exchange the securities for a specified number of shares of common
              stock, usually of the same company, at specified prices within a
              certain period of time. They also entitle the holder to receive
              interest or dividends until the holder elects to exercise the
              conversion privilege.
 
              The terms of any convertible security determine its ranking in a
              company's capital structure. In the case of subordinated
              convertible debentures, the holder's claims on assets and earnings
              are subordinate to the claims of other creditors, and are senior
              to the claims of preferred and common stockholders. In the case of
              convertible preferred stock, the holder's claims on assets and
              earnings are subordinate to the claims of all creditors and are
              senior to the claims of common stockholders. As a result of their
              ranking in a company's capitalization, convertible securities that
              are rated by nationally recognized securities rating organizations
              are generally rated below other securities of the company and many

              convertible securities are not rated. The Equity Income Fund does
              not have any rating criteria applicable to its investments in
              convertible securities.
 
              FOREIGN EQUITY INVESTMENTS
 
              The Equity Income Fund may invest in the securities of foreign
              issuers. The Equity Income Fund does not expect more than 15% of
              its foreign investments to be in securities that are not listed on
              a securities exchange or, in the case of debt securities, that are
              not United States dollar-denominated. Foreign investments may be
              made directly in securities of foreign issuers or in the form of
              American Depository Receipts ('ADRs') and Global Depository
              Receipts ('GDRs'). Generally, ADRs and GDRs are receipts issued by
              a bank or trust company that evidence ownership of underlying
              securities issued by a foreign corporation and that are designed
              for use in the domestic, in the case of ADRs, or global, in the
              case of GDRs, securities markets. The Equity Income Fund only
              expects to invest in ADRs and GDRs which are initiated and
              maintained by the issuers of the underlying securities (so-called
              'sponsored' ADRs and GDRs).
 
                  8

<PAGE>

              Since investments in foreign securities may involve foreign
              currencies, the value of the assets of the Equity Income Fund as
              measured in United States dollars may be affected by changes in
              currency rates and in exchange control regulations, including
              currency blockage. The Equity Income Fund may enter into forward
              commitments for the purchase or sale of foreign currencies in
              connection with the settlement of foreign securities transactions
              or to hedge the underlying currency exposure related to foreign
              investments, but it will not enter into such commitments for
              speculative purposes. In addition, to the extent that the Equity
              Income Fund invests in foreign commercial paper, the paper must
              not be subject to foreign withholding tax at the time of purchase.
 
              For a description of additional risks associated with investing in
              foreign securities, see 'Additional Investment Information and
              Risk Considerations'.
 
              MORTGAGE-BACKED SECURITIES AND ASSET-BACKED SECURITIES
 
              The Intermediate Government Fund may invest in mortgage-backed
              securities, including collateralized mortgage obligations ('CMOs')
              and stripped mortgage-backed securities. A mortgage pass-through
              security is a pro-rata interest in a pool of mortgages where the
              cash flow generated from the mortgage collateral is passed through
              to the security holder. CMOs are pass-through securities
              collateralized by mortgages or mortgage-backed securities. CMOs
              are issued in classes and series that have different maturities
              and often are retired in sequence. Mortgage-backed securities

              evidence an undivided interest in mortgage pools. These securities
              are subject to more rapid repayment than their stated maturity
              would indicate because prepayment of principal on mortgages in the
              pool are passed through to the holder of the securities. During
              periods of declining interest rates, prepayment of mortgages in
              the pool can be expected to increase. The pass-through of these
              prepayments would have the effect of reducing the Intermediate
              Government Fund's positions in these securities and requiring it
              to reinvest the prepayments at interest rates prevailing at the
              time of reinvestment.
 
              Stripped mortgage-backed securities are derivative multiclass
              mortgage securities which may be issued by agencies or
              instrumentalities of the United States Government or by private
              originators of, or investors in, mortgage loans, including savings
              and loan associations, mortgage banks, commercial banks,
              investment banks and special purpose subsidiaries of the
              foregoing. Stripped mortgage-backed securities issued by parties
              other than agencies or instrumentalities of the United States
              Government are considered, under current guidelines of the staff
              of the Securities and Exchange Commission, to be illiquid
              securities.
 
              Stripped mortgage-backed securities are structured with two or
              more classes of securities that receive different proportions of
              the interest and principal distributions on a pool of mortgage
              assets. A common type of stripped mortgage-backed security will
              have at least one class receiving only a small portion of the
              interest and a larger portion of the principal from the mortgage
              assets, while the other classes will receive primarily interest
              and only a small portion of the principal. In the most extreme
              case, one class will receive all of the interest (the
              interest-only or 'IO' class), while the other class will receive
              all of the principal (the principal-only or 'PO' class). The yield
              to maturity on an IO class is extremely sensitive to the rate of
              principal payments (including prepayments) on the related
              underlying mortgage
 
                                                                               9

<PAGE>

              assets, and a rapid rate of principal payments may have a material
              adverse effect on such a security's yield to maturity. If the
              underlying mortgage assets experience greater than anticipated
              prepayments of principal, the Intermediate Government Fund may
              fail to recoup fully its initial investment in these securities
              even if the securities are rated AAA by Standard & Poor's
              Corporation ('S&P') or Aaa by Moody's Investors Services
              ('Moody's').
 
              The Intermediate Government Fund may also invest in asset-backed
              securities. Asset-backed securities represent participation in
              payment streams generated by particular assets such as motor

              vehicle or credit card debt receivables. The asset-backed
              securities in which the Intermediate Government Fund may invest
              are subject to the Intermediate Government Fund's overall credit
              requirements. Asset-backed securities in general, however, are
              subject to certain risks. Most of these risks are related to
              limited interests in the applicable collateral. For example,
              credit card debt receivables are generally unsecured and the
              debtors are entitled to the protection of a number of state and
              federal consumer credit laws, many of which may have the effect of
              reducing the balance due. Additionally, if a letter of credit is
              issued on behalf of an asset-backed security (which typically
              would guarantee payment up to a stated amount by a bank), and the
              stated amount in the letter of credit is exhausted, holders of
              asset-backed securities may also experience delays in payments or
              losses if the full amounts due on the underlying sales contracts
              are not realized.
 
              MUNICIPAL OBLIGATIONS
 
              The Intermediate New York Tax-Exempt Fund will invest primarily in
              Municipal Obligations. Municipal Obligations include notes and
              bonds issued by or on behalf of New York State and the
              Commonwealth of Puerto Rico and their respective political
              subdivisions, agencies, authorities and instrumentalities, the
              interest on which is exempt from federal, New York State and New
              York City income taxes. Such securities are traded primarily in
              the over-the-counter market.
 
              Tax-exempt bonds are issued to obtain funds for various public
              purposes, including the construction of a wide range of public
              facilities such as airports, bridges, highways, housing,
              hospitals, mass transportation, schools, streets, water and sewer
              works and gas and electric utilities. Tax-exempt bonds may also be
              issued in connection with the refunding of outstanding
              obligations, obtaining funds to lend to other public institutions
              and for general operating expenses. Industrial development bonds
              ('IDBs'), which are considered tax-exempt bonds if the interest
              paid thereon is exempt from federal income taxes, are issued by or
              on behalf of public authorities to obtain funds to provide
              privately operated facilities for business and manufacturing,
              housing and pollution control and for airport, mass transit, port
              and parking facilities.
 
              Two principal classifications of tax-exempt bonds are 'general
              obligation' and 'revenue.' General obligation bonds are secured by
              the issuer's pledge of its full faith, credit and taxing power for
              the payment of principal and interest. Revenue bonds are payable
              only from the revenues derived from a particular facility or class
              of facilities or, in some cases, from the proceeds of a special
              excise tax or other specific revenue source. Although IDBs are
              issued by municipal authorities, they are generally secured by the
              revenues derived from payments of the
 
                  10


<PAGE>

              industrial user. The payment of the principal and interest on IDBs
              is dependent solely on the ability of the user of the facilities
              financed by the bonds to meet its financial obligations and the
              pledge, if any, of real and personal property so financed as
              security for such payment.
 
              Tax-exempt notes are of short maturity, generally one year or
              less. They include such securities as Tax Anticipation Notes,
              Revenue Anticipation Notes, Bond Anticipation Notes and
              Construction Loan Notes. Tax-exempt commercial paper consists of
              short-term obligations generally having a maturity of less than
              nine months.
 
              INTEREST EARNED FROM CERTAIN TAX-EXEMPT SECURITIES (INCLUDING
              CERTAIN IDBS) THAT ARE PRIVATE ACTIVITY BONDS, AS DEFINED IN THE
              INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 'CODE'), IS TREATED
              AS A PREFERENCE ITEM FOR PURPOSES OF THE ALTERNATIVE MINIMUM TAX.
              IN THE EVENT THAT THE INTERMEDIATE NEW YORK TAX-EXEMPT FUND
              INVESTS IN SUCH SECURITIES, NO MORE THAN 20% OF ITS NET ASSETS
              WOULD BE INVESTED IN SUCH SECURITIES, TOGETHER WITH SECURITIES THE
              INTEREST ON WHICH IS SUBJECT TO FEDERAL, NEW YORK STATE OR NEW
              YORK CITY INCOME TAX.
 
              RISK FACTORS REGARDING MUNICIPAL OBLIGATIONS
 
              Investors should note that either general obligation or revenue
              bonds may be adversely affected by local political and economic
              conditions and developments within a particular state that
              adversely affect issuers of such tax-exempt securities. Adverse
              conditions in a state's significant industry could have a
              correspondingly adverse effect on specific issuers within the
              state or on anticipated revenue of the issuing state; conversely,
              an improving economic outlook for a significant industry may have
              a positive effect on such issuers or revenue. Other factors that
              could affect a tax-exempt security include the change in a state's
              economy (for example, from an industrial or agricultural based
              economy to a service based economy); demographic factors such as
              population growth or decline and foreign immigration, ecological
              or environmental issues unique to a particular industry or area
              within the state and statutory limitations on the state's ability
              to increase taxes.
 
              SPECIAL RISK FACTORS REGARDING NEW YORK STATE MUNICIPAL
              OBLIGATIONS
 
              Investors in the Intermediate New York Tax-Exempt Fund should
              consider carefully the special risks inherent in investments in
              Municipal Obligations. These risks result from the financial
              condition of New York State, certain of its public bodies and
              municipalities and New York City. Beginning in early 1975, New
              York State, New York City and other entities faced serious

              financial difficulties which jeopardized the credit standing and
              impaired the borrowing abilities of such entities and contributed
              to high interest rates on, and lower market prices for, debt
              obligations issued by them. A recurrence of such financial
              difficulties or a failure of certain financial recovery programs
              could result in defaults or declines in the market values of
              various Municipal Obligations in which the Intermediate New York
              Tax-Exempt Fund may invest. If there should be a default or other
              financial crisis relating to New York State, New York City, a
              State or City agency, or other municipality, the market value and
              marketability of outstanding Municipal Obligations in the
              Intermediate New York Tax-Exempt Fund's portfolio
 
                                                                              11

<PAGE>

              and the interest income to the Fund could be adversely affected.
              Moreover, the effects of the Federal Tax Reform Act of 1986 and
              conforming State tax legislation have added substantial
              uncertainty to estimates of the State's tax revenues. In 1991,
              Moody's and S&P downgraded certain obligations backed by New York
              State and have since placed other bonds on a watch list for
              possible future downgrade. Potential recurring revenue shortfalls
              in future fiscal years may adversely affect New York State.
 
              The foregoing is only a summary and is based on information from
              statements relating to securities offerings of New York issuers. A
              more detailed description of special factors affecting investments
              in Municipal Obligations of which investors should be aware is set
              forth under 'Special Considerations Relating to Investments in New
              York Municipal Obligations' in the Statement of Additional
              Information.
 
              Since the Intermediate New York Tax-Exempt Fund is classified as a
              non-diversified series of a registered investment company, it is
              not limited by the Investment Company Act of 1940 (the '1940 Act')
              as to the proportion of its assets that it may invest in the
              obligations of a single issuer. This classification may cause the
              Intermediate New York Tax-Exempt Fund to be more susceptible to
              adverse economic, political or regulatory developments affecting a
              single issuer than would be the case if the Fund's investments
              were required to be diversified across many Municipal Obligations.
 
              QUALITY INFORMATION
 
              The Intermediate New York Tax-Exempt Fund will limit its
              investments to investment grade Municipal Obligations, which are
              Municipal Obligations rated in the four highest investment rating
              categories by Moody's or S&P. Securities rated in the lowest of
              these rating categories (Baa by Moody's and BBB by S&P) are
              normally considered to have adequate payment protection
              parameters, although adverse conditions are more likely to lead to
              a weakened capacity to pay principal and interest, as compared to

              securities rated in the three higher categories. Securities rated
              Baa or BBB are characterized by Moody's and S&P as investment
              grade but are considered by Moody's to have speculative
              characteristics as well. The Intermediate New York Tax-Exempt Fund
              may also invest in short-term municipal obligations rated MIG-1 or
              MIG-2 by Moody's or SP-1+ or SP-1 by S&P. If market conditions
              warrant, the Intermediate New York Tax-Exempt Fund may invest in
              tax-exempt commercial paper rated Prime-1 by Moody's or A-1 by
              S&P. In the event that a security held by the Intermediate New
              York Tax-Exempt Fund has its rating dropped below the tolerance
              described above, the decision whether to sell or to retain such
              security will be at the discretion of the investment adviser.
 
              For a further description of securities ratings see 'Appendix
              A--Description of Securities Ratings' in the Statement of
              Additional Information.
 
                  12

<PAGE>


              ADDITIONAL INVESTMENT INFORMATION AND RISK CONSIDERATIONS

              The following paragraphs describe other types of securities
              transactions in which the Funds may engage. Generally, the
              following types of securities and  transactions involve more risk
              than those discussed above in Description of  Securities. Unless
              otherwise noted, the following paragraphs are applicable to all of
              the Funds. 

              WHEN-ISSUED AND DELAYED DELIVERY SECURITIES 

              Each of the Funds may purchase securities on a when-issued 
              or delayed delivery basis. Delivery of and payment for 
              these securities may take as long as a month or more 
              after the date of the purchase commitment. The value 
              of these securities is subject to market fluctuation
              during this period and no interest or income accrues to a
              Fund until settlement. Each Fund will maintain with its
              custodian a separate account with a segregated portfolio
              of liquid assets consisting of cash, U.S. Government
              securities or other liquid high-grade debt securities in
              an amount at least equal to these commitments. When
              entering into a when-issued or delayed delivery
              transaction, a Fund will rely on the other party to
              consummate the transaction; if the other party fails to do
              so, the Fund may be disadvantaged. It is the current
              policy of each of the Funds not to enter into when-issued
              commitments exceeding in the aggregate 25% of the market
              value of the Fund's total assets less liabilities
              excluding the obligations created by these commitments.
 
              REPURCHASE AGREEMENTS

 
              Each of the Funds may enter into repurchase agreements with
              brokers, dealers or banks that meet the credit guidelines
              established by the Board of Directors (the 'Directors') of BNY
              Hamilton Funds, Inc. In a repurchase agreement, a Fund buys a
              security from a seller that has agreed to repurchase it on a
              mutually agreed upon date and at a price reflecting the interest
              rate effective for the term of the agreement. The term of the
              agreement is usually from overnight to one week. A repurchase
              agreement may be viewed as a fully collateralized loan of money by
              a Fund to the seller. A Fund always receives, as collateral,
              securities with a market value at least equal to the purchase
              price plus accrued interest and this value is maintained during
              the term of the agreement. If the seller defaults and the
              collateral value declines, a Fund might incur a loss. If
              bankruptcy proceedings are commenced with respect to the seller, a
              Fund's realization upon the collateral may be delayed or limited.
              Investments in certain repurchase agreements and certain other
              investments that may be considered illiquid are limited as set
              forth under 'Investment Restrictions'.
 
              LOANS OF PORTFOLIO SECURITIES
 
              Subject to applicable investment restrictions, each Fund is
              permitted to lend its securities. These loans must be secured
              continuously by cash, U.S. Government securities or other liquid
              high-grade short-term debt obligations in an account segregated by
              the custodian or by a letter of credit at least equal to the
              market value of the securities loaned plus accrued interest or
              income. For more information, see 'Investment Objectives and
              Policies--Loans of Portfolio Securities' in the Statement of
              Additional Information.
 
                                                                              13

<PAGE>

              REVERSE REPURCHASE AGREEMENTS
 
              Each of the Funds is permitted to enter into reverse repurchase
              agreements. In a reverse repurchase agreement, a Fund sells a
              security and agrees to repurchase it on a mutually agreed upon
              date and at a price reflecting the interest rate effective for the
              term of the agreement. This may also be viewed as the borrowing of
              money by a Fund. A Fund will not invest the proceeds of a reverse
              repurchase agreement for a period which exceeds the duration of
              the reverse repurchase agreement. A Fund may not enter into
              reverse repurchase agreements exceeding in the aggregate one-third
              of the market value of its total assets, less liabilities other
              than the obligations created by reverse repurchase agreements.
              Each Fund will establish and maintain with its custodian a
              separate account with a segregated portfolio of liquid assets
              consisting of cash, U.S. Government securities or other liquid
              high-grade debt securities in an amount at least equal to its

              purchase obligations under its reverse repurchase agreements.
 
              Reverse repurchase agreements involve the risk that the market
              value of the securities retained by a Fund may decline below the
              price of the securities it has sold but is obligated to repurchase
              under the agreement. In the event the buyer of securities under a
              reverse repurchase agreement files for bankruptcy or becomes
              insolvent, a Fund's use of proceeds from the agreement may be
              restricted pending a determination by the other party or its
              trustee or receiver whether to enforce a Fund's obligation to
              repurchase the securities.
 
              INVESTMENT COMPANY SECURITIES
 
              The Funds may invest in the securities of other investment
              companies to the extent permitted under the 1940 Act. These limits
              require that, as determined immediately after a purchase is made,
              (i) not more than 5% of the value of a Fund's total assets will be
              invested in the securities of any one investment company, (ii) not
              more than 10% of the value of such Fund's total assets will be
              invested in securities of investment companies as a group and
              (iii) not more than 3% of the outstanding voting stock of any one
              investment company will be owned by such Fund. As a shareholder of
              another investment company, a Fund would bear, along with other
              shareholders, its pro rata portion of the other investment
              company's expenses, including advisory fees. These expenses would
              be in addition to the advisory and other expenses that such Fund
              bears directly in connection with its own operations.
 
              TAXABLE INVESTMENTS (INTERMEDIATE NEW YORK TAX-EXEMPT FUND)
 
              The Intermediate New York Tax-Exempt Fund will attempt to invest
              100% of its net assets in Municipal Obligations; however, it is
              permitted to invest up to 20% of the value of its total assets in
              securities the interest income on which is subject to federal, New
              York State or New York City income tax. If, in adverse market
              conditions, the Fund's investment adviser determines, in its
              judgment, that Municipal Obligations satisfying the Intermediate
              New York Tax-Exempt Fund's investment objectives are not
              available, the investment adviser may, FOR DEFENSIVE PURPOSES
              ONLY, TEMPORARILY INVEST MORE THAN 20% OF ITS NET ASSETS IN DEBT
              SECURITIES THE INTEREST ON WHICH IS SUBJECT TO FEDERAL, NEW YORK
              STATE OR NEW YORK CITY INCOME TAXES.
 
                  14

<PAGE>

              Investments in taxable securities will be substantially in
              securities issued or guaranteed by the United States Government
              (such as bills, notes and bonds), its agencies, instrumentalities
              or authorities, highly-rated corporate debt securities (rated AA
              or better by S&P, or Aa or better by Moody's), prime commercial
              paper (rated A-1+ by S&P or P-1 by Moody's) and certificates of

              deposit of the 100 largest domestic banks in terms of assets,
              which are subject to regulatory supervision by the United States
              Government or state governments and the 50 largest foreign banks
              in terms of assets with branches or agencies in the United States.
              Investments in certificates of deposit of foreign banks and
              foreign branches of United States banks involve certain risks not
              generally associated with investments in domestic banks. While
              domestic banks are required to maintain certain reserves and are
              subject to other regulations, such requirements and regulations
              may not apply to foreign branches. Investments in foreign banks
              and branches may also be subject to other risks, including future
              political and economic developments, the seizure or
              nationalization of foreign deposits and the establishment of
              exchange controls or other restrictions.
 
              PUTS (INTERMEDIATE NEW YORK TAX-EXEMPT FUND)
 
              The Intermediate New York Tax-Exempt Fund may purchase without
              limit Municipal Obligations together with the right to resell them
              at an agreed price or yield within a specified period prior to
              maturity. This right to resell is known as a put. The aggregate
              price paid for securities with puts may be higher than the price
              that would otherwise be paid. Consistent with the Intermediate New
              York Tax-Exempt Fund's investment objective and subject to the
              supervision of the Directors, the purpose of this practice is to
              permit the Intermediate New York Tax-Exempt Fund's portfolio to be
              fully invested in tax-exempt securities while maintaining the
              necessary liquidity to purchase securities on a when-issued basis,
              to meet unusually large redemptions requests, to purchase at a
              later date securities other than those subject to the put and to
              facilitate the investment adviser's ability to manage the
              portfolio actively. The principal risk of puts is that the put
              writer may default on its obligation to repurchase. The
              Intermediate New York Tax-Exempt Fund's investment adviser will
              monitor each writer's ability to meet its obligations under puts.
 
              The amortized cost method is used by the Intermediate New York
              Tax-Exempt Fund to value Municipal Obligations with maturities of
              less than 60 days because the Directors have determined that this
              method of valuation will provide an accurate estimate of market
              value; when these securities are subject to puts separate from the
              underlying securities, no value is assigned to the puts. The cost
              of any such put is carried as an unrealized loss from the time of
              purchase until it is exercised or expires. See 'Investment
              Objectives and Policies' in the Statement of Additional
              Information for valuation procedure if the Intermediate New York
              Tax-Exempt Fund invests in Municipal Obligations with maturities
              of 60 days or more that are subject to separate puts.
 
                                                                              15

<PAGE>

              PRIVATELY PLACED AND CERTAIN UNREGISTERED SECURITIES

 
              Each of the Funds may acquire, in privately negotiated
              transactions, restricted securities that cannot be offered for
              public sale in the United States without first being registered
              under the Securities Act of 1933, as amended (the 'Securities
              Act'). The price a Fund pays for these securities, or receives
              upon resale, may be lower than the price the Fund would pay or
              receive for similar securities with a more liquid market.
              Accordingly, the valuation of these securities by a Fund will
              reflect any limitations on their liquidity. (As a matter of
              policy, the Intermediate New York Tax-Exempt Fund may invest up to
              25% of its total assets in Municipal Obligations issued as part of
              privately negotiated transactions between an issuer and one or
              more purchasers.) Each of the Funds may also purchase certain
              unregistered securities sold to institutional investors under Rule
              144A of the Securities Act ('Rule 144A Securities'). Rule 144A
              Securities that have a readily available market may be deemed to
              be liquid for purposes of each Fund's 15% limitation on
              investments in illiquid securities. The investment adviser will
              monitor the liquidity of such restricted securities under the
              supervision of, and pursuant to guidelines established by, the
              Directors. In establishing and maintaining these guidelines, the
              Directors take into account factors such as trading activity,
              availability of reliable price information and other relevant
              information. Investing in Rule 144A Securities could have the
              effect of increasing the level of a Fund's illiquidity to the
              extent that qualified institutional buyers become, for a time,
              uninterested in purchasing these securities. Acquisition by a Fund
              of illiquid investments (any investment that cannot be disposed of
              within three (3) Business Days in the normal course of business at
              approximately the amount at which it was valued by a Fund) is
              subject to the 15% limitation described under Investment
              Restrictions.
 
              HEDGING
 
              Hedging is a means of transferring risk that an investor does not
              wish to assume during an uncertain market environment. The Funds
              are permitted to enter into these transactions solely (a) to hedge
              against changes in the market value of portfolio securities and
              against changes in the market value of securities intended to be
              purchased or (b) to close out or offset existing positions.
 
              Hedging activity in the Equity Income Fund may include selling
              futures contracts on stock indexes, options on stock index futures
              traded on a national exchange or board of trade and options on
              securities and on stock indexes traded on national securities
              exchanges. The Equity Income Fund may also hedge a portion of its
              portfolio by selling stock index futures contracts or purchasing
              puts on these contracts to limit exposure to an actual or
              anticipated market decline. Hedging activity in the Intermediate
              Government Fund and the Intermediate New York Tax-Exempt Fund may
              include selling futures contracts on debt securities and indexes
              of debt securities and purchasing or writing (selling) options on

              these futures, on debt securities and on indexes of debt
              securities traded on registered securities exchanges and contract
              markets. All hedging transactions must be appropriate for
              reduction of risk; they cannot be for speculation.
 
              Under regulations of the Commodity Exchange Act of 1936, as
              amended (the 'Commodity Exchange Act'), an investment company
              registered under the 1940 Act is exempt from the
 
                  16

<PAGE>

              definition of 'commodity pool operator', and therefore not subject
              to regulation under the Commodity Exchange Act, provided that the
              entity agrees to restrict its investments in commodity futures and
              commodity options contracts to (i) bona fide hedging transactions
              within the meaning of the Commodity Futures Trading Commission's
              regulations, without any limitation on quantity, and (ii) other
              futures and options transactions in which the aggregate initial
              margin and premiums do not exceed 5% of the liquidation value of
              the entity's portfolio after taking into account unrealized
              profits and unrealized losses on any such contracts. The Funds
              will only use commodity futures and commodity options contracts in
              a manner consistent with these requirements.
 
              STOCK INDEX FUTURES (EQUITY INCOME FUND)
 
              The Equity Income Fund may purchase and sell stock index futures
              contracts as a hedge against changes resulting from market
              conditions in the values of securities that are held in its
              portfolio or that it intends to purchase or when such purchase or
              sale is economically appropriate for the reduction of risks
              inherent in the ongoing management of the Equity Income Fund. 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. When the
              contract is executed, each party deposits with a broker or in a
              segregated custodial account a specified percentage of the
              contract amount, called the initial margin, and during the term of
              the contract, the amount of the deposit is adjusted based on the
              current value of the futures contract by payments of variation
              margin to or from the broker or segregated account. In the case of
              options on stock index futures, the holder of the option pays a
              premium and receives the right, upon exercise of the option at a
              specified price during the option period, to assume the option
              writer's position in a stock index futures margin account; if
              exercised on the last trading day, cash in an amount equal to the
              difference between the option exercise price and the closing level
              of the relevant index on the expiration date is delivered.
 
              The Equity Income Fund may not purchase or sell stock index

              futures if, immediately thereafter, the sum of the amount of
              margin deposits on its existing futures positions would exceed 5%
              of the market value of its total assets. In instances involving
              the purchase of stock index futures contracts by the Equity Income
              Fund, an amount of cash, cash equivalents or United States
              Government securities equal to the market value of the futures
              contracts will be deposited in a segregated account with the
              Equity Income Fund's custodian to collateralize the position and
              thereby insure that the use of such futures is unleveraged.
 
              The Equity Income Fund may hedge a portion of its portfolio by
              selling stock index futures contracts or purchasing puts on these
              contracts to limit exposure to an actual or anticipated market
              decline. This provides an alternative to liquidation of securities
              positions. Conversely, during a market advance or when the
              investment adviser anticipates an advance, the Equity Income Fund
              may hedge a portion of its portfolio by purchasing stock index
              futures, options on these futures or options on stock indexes.
              This affords a hedge against the Equity Income Fund's not
              participating in a market advance when it is not fully invested
              and serves as a temporary substitute for the purchase of
              individual securities which may later be purchased in
 
                                                                              17

<PAGE>

              a more advantageous manner. The Equity Income Fund will sell
              options on stock index futures and on stock indexes only to close
              out existing hedge positions.
 
              In the case of options on stock indexes, the holder of the option
              pays a premium and receives the right, upon exercise of the option
              at a specified price during the option period, to receive cash
              equal to the dollar amount of the difference between the closing
              price of the relevant index and the option exercise price times a
              specified multiplier.
 
              The Equity Income Fund will sell stock index futures only if the
              amount resulting from the multiplication of the then current level
              of the indexes upon which its futures contracts are based by the
              number of futures contracts which would be outstanding does not
              exceed one-third of the value of its net assets. Also, the Equity
              Income Fund may not purchase or sell stock index futures or
              purchase options on futures if, immediately thereafter, the sum of
              the amount of margin deposits on its existing futures positions
              and premiums paid for such options would exceed 5% of the market
              value of its total assets. When the Equity Income Fund purchases
              stock index futures contracts, it will deposit an amount of liquid
              assets consisting of cash, U.S. Government securities or other
              liquid high-grade debt securities equal to the market value of the
              futures contracts in a segregated account with its custodian.
 
              The Equity Income Fund's successful use of stock index futures

              contracts and options on indices depends upon the investment
              adviser's ability to predict the direction of the market and is
              subject to various additional risks. The correlation between
              movement in the price of the stock index future and the price of
              the securities being hedged is imperfect and the risk from
              imperfect correlation increases as the composition of the Equity
              Income Fund's portfolio diverges from the composition of the
              relevant index. In addition, if the Equity Income Fund purchases
              futures to hedge against market advances before it can invest in
              common stock in an advantageous manner and the market declines,
              there may a be loss on the futures contracts. Particularly in the
              case of options on stock indices, the Equity Income Fund's ability
              to establish and maintain positions will depend on market
              liquidity. In addition, the ability of the Equity Income Fund to
              close out a futures position or an option depends on a liquid
              secondary market. There is no assurance that liquid secondary
              markets will exist for any particular futures contract or option
              at any particular time. The risk of loss to the Equity Income Fund
              is theoretically unlimited when the Equity Income Fund sells an
              uncovered futures contract because there is an obligation to make
              delivery unless the contract is closed out, regardless of
              fluctuations in the price of the underlying security. The Equity
              Income Fund's ability to engage in hedging activities may be
              limited by certain federal income tax considerations. See 'Taxes'
              in the Statement of Additional Information.
 
              OPTIONS ON SECURITIES (EQUITY INCOME FUND)
 
              The Equity Income Fund may purchase put options only on equity
              securities held in its portfolio and write call options on stocks
              only if they are covered as described below, and such call options
              must remain covered so long as the Equity Income Fund is obligated
              as a writer. The Equity Income Fund does not presently intend to
              purchase put options and write call options on stocks that are not
              traded on national securities exchanges or listed on the Nasdaq
              National Market(Registered). Put options purchased and call
              options written by the Equity 
 
                  18

<PAGE>

              Income Fund are considered to be illiquid securities as they 
              may be difficult to convert into cash during volatile market
              conditions.
 
              The Equity Income Fund may, from time to time, write call options
              on its portfolio securities. The Equity Income Fund may only write
              call options that are 'covered', meaning that it either owns the
              underlying security or has an absolute and immediate right to
              acquire that security, without additional cash consideration (or
              for additional cash consideration held in a segregated account by
              its custodian), upon conversion or exchange of other securities
              currently held in its portfolio. In addition, the Equity Income

              Fund will not permit the call to become uncovered prior to the
              expiration of the option or termination through a closing purchase
              transaction as described below. If the Equity Income Fund writes a
              call option, the purchaser of the option has the right to buy (and
              the Equity Income Fund has the obligation to sell) the underlying
              security at the exercise price throughout the term of the option.
              The initial amount paid to the Equity Income Fund by the purchaser
              of the option is the 'premium'. The Equity Income Fund's
              obligation to deliver the underlying security against payment of
              the exercise price will terminate either upon expiration of the
              option or earlier if the Equity Income Fund is able to effect a
              'closing purchase transaction' through the purchase of an
              equivalent option on an exchange. There can be no assurance that a
              closing purchase transaction can be effected at any particular
              time or at all.
 
              The Equity Income Fund would not be able to effect a closing
              purchase transaction after it had received notice of exercise. In
              order to write a call option, the Equity Income Fund is required
              to comply with the rules of The Options Clearing Corporation and
              the various exchanges with respect to collateral requirements. The
              Equity Income Fund may not purchase call options on individual
              stocks except in connection with a closing purchase transaction.
              It is possible that the cost of effecting a closing transaction
              may be greater than the premium received by the Equity Income Fund
              for writing the option.
 
              The Equity Income Fund may also purchase listed put options. If
              the Equity Income Fund purchases a put option, it has the option
              to sell a given security at a specified price at any time during
              the term of the option.
 
              Purchasing put options may be used as a portfolio investment
              strategy when the investment adviser perceives significant
              short-term risk but substantial long-term appreciation for the
              underlying security. The put option acts as an insurance policy,
              as it protects against significant downward price movement while
              it allows full participation in any upward movement. If the Equity
              Income Fund is holding a stock that it feels has strong
              fundamentals, but for some reason may be weak in the near term, it
              may purchase a listed put on such security, thereby giving itself
              the right to sell such security at a certain strike price
              throughout the term of the option. Consequently, the Equity Income
              Fund will exercise the put only if the price of such security
              falls below the strike price of the put. The difference between
              the put's strike price and the market price of the underlying
              security on the date the Equity Income Fund exercises the put,
              less transaction costs, will be the amount by which it will be
              able to hedge against a decline in the underlying security. If
              during the period of the option the market price for the
              underlying security remains at or above the put's strike price,
              the put will expire worthless, representing a loss of the price
              the Equity Income Fund paid for the put, plus transaction costs.
              If the price of the underlying security increases, the profit the

              Equity
 
                                                                              19

<PAGE>

              Income Fund realizes on the sale of the security at such price
              will be reduced by the premium paid for the put option less any
              amount for which the put may be sold.
 
              STOCK INDEX OPTIONS (EQUITY INCOME FUND)
 
              Except as described below, the Equity Income Fund will write call
              options on indices only if on such date it holds a portfolio of
              stocks at least equal to the value of the index times the
              multiplier times the number of contracts. When the Equity Income
              Fund writes a call option on a broadly-based stock market index,
              it will segregate or put into escrow with its custodian, as
              collateral for the option, any combination of 'qualified
              securities' (which consists of cash, United States Government
              securities or other liquid high-grade debt obligations) with a
              market value at the time the option is written of not less than
              100% of the current index value times the multiplier times the
              number of contracts.
 
              If the Equity Income Fund has written an option on an industry or
              market segment index, it will segregate or put into escrow with
              its custodian, or pledge to a broker as collateral for the option,
              one or more 'qualified securities', all of which are stocks of
              issuers in such industry or market segment, with a market value at
              the time the option is written of not less than 100% of the
              current index value times the multiplier times the number of
              contracts.
 
              If at the close of business on any Business Day the market value
              of such qualified securities so segregated, escrowed, or pledged
              falls below 100% of the current index value times the multiplier
              times the number of contracts, the Equity Income Fund will so
              segregate, escrow or pledge an amount in cash, Treasury bills or
              other liquid, high-grade, short-term debt obligations equal in
              value to the difference. In addition, when the Equity Income Fund
              writes a call on an index that is in-the-money at the time the
              call is written, it will segregate with its custodian or pledge to
              the broker as collateral cash, U.S. Government or other liquid
              high-grade, short-term debt obligations equal in value to the
              amount by which the call is in-the-money times the multiplier
              times the number of contracts. Any amount segregated pursuant to
              the foregoing sentence may be applied to the Equity Income Fund's
              obligation to segregate additional amounts in the event that the
              market value of the qualified securities falls below 100% of the
              current index value times the multiplier times the number of
              contracts. However, if the Equity Income Fund holds a call on the
              same index as the call written where the exercise price of the
              call held is equal to or less than the exercise price of the call

              written or greater than the exercise price of the call written if
              the difference is maintained in cash, short term U.S. Government
              securities or other high-grade short-term debt obligations in a
              segregated account with its custodian, it will not be subject to
              the requirements described in this paragraph.
 
              RISKS OF TRANSACTIONS IN STOCK OPTIONS (EQUITY INCOME FUND)
 
              Writing of options involves the risk that there will be no market
              in which to effect a closing transaction. An option position may
              be closed out only on an exchange that provides a secondary market
              for an option of the same series. Although the Equity Income Fund
              will generally write only call options for which there appears to
              be an active secondary market, there is no assurance that a liquid
              secondary market on an exchange will exist for any
 
                  20

<PAGE>

              particular option, or at any particular time, and for some options
              no secondary market on an exchange may exist. If the Equity Income
              Fund as a covered call option writer is unable to effect a closing
              purchase transaction in a secondary market, it will not be able to
              sell the underlying security until the option expires or it
              delivers the underlying security upon exercise.
 
              RISKS OF OPTIONS ON INDICES (EQUITY INCOME FUND)
 
              The Equity Income Fund's purchase and sale of options on indices
              will be subject to the risks described above under 'Risks of
              Transactions in Stock Options'. In addition, the distinctive
              characteristic of options on indices create certain risks that are
              not present with stock options.
 
              Since the value of an index option depends upon movements in the
              level of the index rather than the price of a particular stock,
              whether the Equity Income Fund will realize a gain or loss on the
              purchase or sale of an option on an index will depend upon
              movements in the level of stock prices in the stock market
              generally or in an industry or market segment rather than
              movements in the price of a particular stock. Accordingly,
              successful use by the Equity Income Fund of options on indices
              will be subject to the investment adviser's ability to predict
              correctly movements in the direction of the stock market generally
              or of a particular industry. This requires different skills and
              techniques than predicting changes in the price of individual
              stocks.
 
              Index prices may be distorted if trading of certain stocks
              included in the index is interrupted. Trading in index options
              also may be interrupted in certain circumstances, such as if
              trading is halted in a substantial number of stocks included in
              the index. If this occurred, the Equity Income Fund would not be

              able to close out options that it had purchased or written and, if
              restrictions on exercise were imposed, might not be able to
              exercise an option that it was holding, which could result in
              substantial losses to the Equity Income Fund. It is the Equity
              Income Fund's policy to purchase or write options only on indices
              that include a number of stocks sufficient to minimize the
              likelihood of a trading halt in the index, for example, the S&P
              100 or S&P 500 index option.
 
              Trading in index options commenced in April 1983 with the S&P 100
              option (formerly called the CBOE 100). Since that time, a number
              of additional index option contracts have been introduced,
              including options on industry indices. Although the markets for
              certain index option contracts have developed rapidly, the markets
              for other index options are still relatively illiquid. The ability
              to establish and close out positions in such options will be
              subject to the development and maintenance of a liquid secondary
              market. It is not certain that this market will develop in all
              index option contracts. The Equity Income Fund will not purchase
              or sell index option contracts unless and until, in the investment
              adviser's opinion, the market for such options has developed
              sufficiently that the risk in connection with these transactions
              is no greater than the risk in connection with options on stock.
 
                                                                              21

<PAGE>

              FINANCIAL FUTURES CONTRACTS AND OPTIONS ON FUTURES,
              DEBT SECURITIES AND INDEXES OF DEBT SECURITIES (INTERMEDIATE
              GOVERNMENT FUND AND INTERMEDIATE NEW YORK TAX-EXEMPT FUND)
 
              The Intermediate Government Fund and the Intermediate New York
              Tax-Exempt Fund may (a) sell futures contracts on debt securities
              and indexes of debt securities and (b) purchase or write (sell)
              options on these futures, on debt securities and on indexes of
              debt securities traded on registered securities exchanges and
              contract markets. (The Intermediate New York Tax-Exempt Fund may
              enter into these transactions with respect to municipal and
              non-municipal debt securities.)
 
              Presently, futures contracts are available in several types of
              fixed income securities, including U.S. Treasury bonds and notes,
              Government National Mortgage Association modified pass-through
              mortgage backed securities, three-month U.S. Treasury bills and
              bank certificates of deposit.
 
              When a futures contract is entered into, each party deposits with
              a broker or in a segregated custodial account a good faith deposit
              of approximately 1 1/2-2% of the contract amount, called the
              'initial margin'. Additionally, during the term of the contract,
              the amount of the deposit is adjusted daily based on the current
              value of the futures contract by payments of 'variation margin' to
              or from the broker or segregated account.

 
              Although most interest rate futures contracts call for making or
              taking delivery of the underlying securities, these obligations
              are typically canceled or closed out before the scheduled
              settlement date. The closing is accomplished by purchasing (or
              selling) an identical futures contract to offset a short (or long)
              position. Such an offsetting transaction cancels the contractual
              obligations established by the original futures transaction. Other
              financial futures contracts call for cash settlements rather than
              delivery of securities. If the price of the offsetting futures
              transaction varies from the price of the original futures
              transaction, the hedger will realize a gain or loss corresponding
              to the difference. That gain or loss will tend to offset the
              unrealized loss or gain on the hedged securities position, but may
              not always or completely do so.
 
              Financial futures contracts obligate the seller to deliver a
              specific type of security, at a specified time for a specified
              price. The contracts may be satisfied by actual delivery of the
              securities or by an offsetting transaction. There are risks
              associated with the use of futures contracts for hedging purposes.
              In certain market conditions, as with rising interest rates,
              futures contracts may not completely offset a decline in value of
              portfolio securities. It may not always be possible to execute a
              buy or sell order at the desired price or to close out an open
              position due to market conditions, limits on open positions,
              and/or daily price fluctuation limits. Changes in market interest
              rates may differ substantially from those anticipated when hedge
              positions were established. If the Intermediate Government Fund or
              the Intermediate New York Tax-Exempt Fund has purchased futures to
              hedge against rising interest rates and interest rates decline,
              the value of the Fund's portfolio will increase, but at least part
              of the benefit of the increase will be lost because of losses in
              the futures positions. The Intermediate Government Fund and the
              Intermediate New York Tax-Exempt Fund may have to sell securities
              to meet daily maintenance margin requirements. The risk of loss to
              the Intermediate Government Fund and the Intermediate New York
              Tax-Exempt Fund is theoretically unlimited when an uncovered
 
                  22


<PAGE>      

                                 BNY HAMILTON
                                FAMILY OF FUNDS
                            NEW ACCOUNT APPLICATION
                          AND OPTIONAL SERVICES FORM
                                       
                              ACCOUNT APPLICATION
                                       
                USE THIS FORM TO OPEN A NEW ACCOUNT OR TO AMEND
                       AN EXISTING BNY HAMILTON ACCOUNT
                                       
For help with this Application or to request an IRA New Account Application
call 1-800-426-9363 (1-800-4BNY-FND). THIS APPLICATION MAY NOT BE USED TO
ESTABLISH AN IRA ACCOUNT. A separate application must be used to open each new
account or to amend each existing account. If this application amends an
existing account, please indicate the account number:
 
ALL INVESTORS must sign the Signature and Taxpayer Certification (Section 11).
Mail completed, signed application to:
 
BNY HAMILTON FUNDS                         Promotion Code (For office use only)
DEPARTMENT L-1685
COLUMBUS, OH 43260-1685          ----------------------------------------
                                 /                                      /
                                 ----------------------------------------
                              PLEASE PRINT CLEARLY
 
                               1. REGISTRATION
 
/ /  Individual or Joint* Account
 
                                                              -        -
 
- ------------------------------------------------------------------------------
 
Owner's First Name   Middle Initial   Last Name          Social Security Number
 
                                                              -        -
 
- ------------------------------------------------------------------------------
 
Joint Owner's First Name    Middle Initial   Last Name   Social Security Number
 
*(Joint Tenants with Right of Survivorship, unless you indicate otherwise. For
joint accounts, signatures of both Owners are required in Section 11.)
 
/ /  Gift/Transfer to Minor
 
                                                              -        -
 
- ------------------------------------------------------------------------------
 
Custodian's First Name   Middle Initial     Last Name   Social Security Number

 
                                                              -        -
 
- ------------------------------------------------------------------------------
 
Minor's First Name  Middle Initial   Last Name          Social Security Number
 
Under the                  Uniform Gift/Transfer to Minors Act.
          ----------------
               State
 
/ /  Corporation, Trust, Partnership or Other Entity
 
                                                            -
 
- ------------------------------------------------------------------------------
 
Name of Corporation or Other Entity                       Taxpayer I.D. Number

 
                              2. MAILING ADDRESS
 
- ------------------------------------------------------------------------------
Street or P.O. Box
 
- ------------------------------------------------------------------------------
City                        State                 Zip Code
 
                 (         )                    (         )
 
- ------------------------------------------------------------------------------
 
Telephone Number    Day                           Evening
 
Are you a U.S. Citizen?  / / Yes  / / No  If no, specify country of
citizenship __________________________________________________________________

 
               3. EMPLOYER INFORMATION (FOR OWNER OR CUSTODIAN)
 
- ------------------------------------------------------------------------------
Employer's Name                     Your Occupation
 
- ------------------------------------------------------------------------------
Employer's Address


<PAGE> 

                            4. INITIAL INVESTMENT
 
$2,000 minimum. $500 with Automatic Investment Program. (See Section 7.) A
separate application must be used to open each new account. Make check payable
to the Fund indicated below.

 
NAME OF FUND                                               AMOUNT
/ /  BNY Hamilton Equity Income Fund                      $
                                                            ----------------
/ /  BNY Hamilton Intermediate New York Tax-Exempt Fund
                                                            ----------------
/ /  BNY Hamilton Intermediate Government Fund
                                                            ----------------
/ /  BNY Hamilton Money Fund--Hamilton Classic Shares
                                                            ----------------
/ /  ---------------------------------------------------
                                                            ----------------
 
INVESTMENT METHOD
/ /  By check made payable to the Fund indicated above.
 
/ /  By federal funds wire transfer on 
                                       ------------------
                                              Date
 
/ /  By exchange from another BNY Hamilton Fund on
                                                   ------------------
                                                          Date
 
- ------------------------------------------------------------------------------
    Fund Name                        Account Number
 
                        5. DIVIDENDS AND CAPITAL GAINS
 
All your dividends and capital gains will be reinvested in additional Fund
shares unless you indicate otherwise.
 
/ / Pay all dividends to me by check and reinvest all capital gains in
    additional Fund shares.
 
/ / Pay all dividends and capital gains to me by check.
 
/ / Pay all dividends to my existing bank account listed in Section 9 below
    and reinvest all capital gains in additional Fund shares.
 
/ / Pay all dividends and capital gains to my existing bank account listed in
    Section 9 below.
 
    / /  Distributions to bank accounts will be sent via ACH unless you check
    this box for wire transfers.
 
                           6. TELEPHONE PRIVILEGES
 
You can make free redemptions or exchanges by telephone among any BNY Hamilton
Equity Income Fund, BNY Hamilton Intermediate Government Fund, BNY Hamilton
Intermediate New York Tax-Exempt Fund and BNY Hamilton Money Fund-- Hamilton
Classic Shares account with the same registration. YOU ARE URGED TO READ THE
'EXCHANGE OF SHARES' SECTION OF THE FUND'S PROSPECTUS BEFORE EXCHANGING YOUR
SHARES. Redemption checks will automatically be sent to the account holder(s)

named in Section 1 or the bank account provided in Section 9. You will have
telephone privileges unless you check the appropriate option(s) below.
 
/ /  I decline the telephone exchange privilege.
 
/ /  I decline the telephone redemption privilege.
 
                  7. AUTOMATIC INVESTMENT PROGRAM (OPTIONAL)
 
You can invest an additional $100 or more monthly, or twice monthly, directly
from your bank account to your Fund account by completing this Section and
Section 9.
 
   I authorize the Transfer Agent to debit $
                                             ---------------------- 
(minimum $100) from my bank account indicated in Section 9 on the 1ST AND/OR
15TH day of the month (or, if such day is not a business day, the next business
day) and invest it in Fund shares. (Debits will occur 2-3 days prior to your
selected investment date.) Please indicate by circling one or both days.
 
This privilege may be revoked without prior written notice if a debit of your
account is refused upon presentation. This privilege may be discontinued by
the Funds or the Transfer Agent upon 30 days written notice prior to a payment
date or by you by written notice to the Transfer Agent (effective 3 business
days following receipt of the notice) and your bank.
 
                   8. SYSTEMATIC WITHDRAWAL PLAN (OPTIONAL)
 
If your Fund account has a minimum value of $10,000, you can withdraw $50 or
more (in multiples of $50) monthly, quarterly, semi-annually, or annually and
have the money sent directly to your bank account indicated in Section 9.
Alternatively, a check can be sent to the account holder(s) named in Section 1
or to a third party. Please indicate your selection below:
 
/ / I authorize the Transfer Agent to redeem (at the appropriate redemption
    price) $__________________________________________________________________
    from my Fund account:
 
   / / monthly on the 1ST OR 15TH day of each month (please circle one)
 
   / / quarterly on the 1ST OR 15TH day of the month (please circle one) and
       begin redemption in ____________________________________________________
                                                               (Month)
 
   / / semi-annually on the 1ST OR 15TH day of the month (please circle one)
       and begin redemption in ________________________________________________
                                                                (Month)
 
   / / annually on the 1ST OR 15TH day of the month (please circle one) and
begin redemption in __________________________________________________________
                                                               (Month)
 
Send redemption proceeds to:
 

   / / Registered Owner via check
 
   / / Bank account via wire           or ACH
                             ---------        --------- 
       (Refer to Section 9 for explanation of wire/ACH and bank authorization)
 
   / / Third Party (listed below). YOU MUST OBTAIN A SIGNATURE GUARANTEE IN
SECTION 11.
 
THIRD PARTY AUTHORIZATION
 
Third Party Name and Address:
 
- ------------------------------------------------------------------------------
Name
 
- ------------------------------------------------------------------------------
Street Address    City           State                        Zip Code
 
                             9. BANK INFORMATION
 
You must complete this section to receive dividend income and/or capital gain
distributions via wire or ACH (Section 5); for Wire Redemption or Telephone
Privileges (Section 6); for Automatic Investment Program (Section 7); and for
Systematic Withdrawal Plan (Section 8).
 
- ------------------------------------------------------------------------------
Name of Your Bank                        Account Number
 
- ------------------------------------------------------------------------------
Your Bank's Address           City           State          Zip Code
 
- ------------------------------------------------------------------------------
Name of Depositor                   Joint Depositor (if any)
 
Type of Account:         / / Checking  / / NOW  / / Other ____________________
 
I (we) (1) hereby request and authorize you to honor all debit and credit
entries initiated by me (us) from time to time through the Transfer Agent, (2)
agree that your treatment of each such entry, and your rights with respect to
it, shall be the same as if it were signed personally by me (or either of us)
and further agree that if any such entries are dishonored with good and
sufficient cause, you shall be under no liability whatsoever, (3) further
agree that such authorization, unless sooner terminated by you in writing, is
to remain in effect until three (3) business days after receipt by you of
written notice from me (or either of us) of its revocation.

Please attach your voided or canceled check or bank deposit slip here.

WIRE AND ACH--Wire Redemption Privileges permit monies to be transmitted via
Federal Funds wire directly to your bank account. The Funds do not charge 
for this service; however, your bank may impose a fee for wires. This type 
of transfer allows the money to be available for use immediately upon 
receipt of the wire by your bank. Telephone Privileges permit investment 

and redemption by phone via the Automated Clearing House (ACH) network. 
The Funds do not charge for this service. Money sent via ACH may be 
held before clearing and may not be immediately available for your use.
 
                            10. FREE CHECK WRITING
 
Check writing is not available for the Equity Income Fund.
 
/ / Yes, I want to be able to write Fund checks for $500 or more.
 
    Indicate number of signatures required on checks
                                                     ---------------------
 
By signing below, I (we): o authorize the Transfer Agent to honor checks drawn
by me (us) on the above titled Fund account, o understand all checks will
require the signatures of each registered owner unless indicated to the
contrary, o will write checks only for $500 or more, o understand the Fund or
the Transfer Agent reserves the right to change or terminate this privilege at
any time and neither shall incur any liability to me (us) for honoring such
checks, or for returning checks which have not been accepted, o have read and
agree to the terms and conditions set forth in the Prospectus of the Fund in
which I (we) am (are) investing.
 

Signature (please use black ink)       Signature of Joint Registrant (please 
                                       use black ink)
 
                             FOR OFFICE USE ONLY
 
               ACCOUNT NUMBER (DO NOT FILL IN, TO BE ASSIGNED)
 
                   11. SIGNATURE AND TAXPAYER CERTIFICATION
 
By signing this form, I certify that:
 
o I have received, read, and agree to the terms of the Prospectus, have the
  authority and legal capacity to purchase mutual fund shares, am of legal age
  in my state, and believe such investment is suitable for me.
 
o I authorize BNY Hamilton Funds, The Bank of New York, the Transfer Agent,
  BNY Hamilton Distributors, Inc., affiliates thereof, and the directors and
  employees of such entities, to act on any instructions or inquiries
  reasonably believed to be genuine and agree that they will not be liable for
  any resulting loss or expense from such instructions or inquiries.
 
o Under penalty of perjury, the Social Security or Taxpayer Identification
  Number indicated herein is correct. I am NOT currently subject to IRS backup
  withholding because 1) I have not been notified that I am subject to such
  withholding, or 2) I have received notice from the IRS that such withholding
  has been terminated. (Cross out 'NOT' if you are currently subject to
  withholding.)
 
o Upon any telephone order, which may be tape recorded for share purchases or
  redemptions received from me or any person so representing him or herself,

  the Transfer Agent is authorized, without the giving of any notice
  regardless of the amount of any preceding transaction, to debit or credit my
  account at my bank indicated in Section 9 (there are limitations as to
  amount and frequency of transactions permissible through the Wire Redemption
  Privilege. In order to determine current limitations, please call toll free
  1-800-426-9363); further certify that by authorizing the Transfer Agent to
  debit or credit my bank account pursuant to my instructions or those of any
  person so representing him or herself, that I am waiving any and all rights
  to have my bank account recredited in the event of an unauthorized debit
  entry; further certify that I understand that this service may be terminated
  at any time without notice, and that the Transfer Agent is not obligated to
  advise me of the nonpayment of any debit or credit; further certify that I
  understand that I may terminate this authorization at any time by written
  notification to the Transfer Agent, and that any such notification will be
  effective only as to entries initiated later than three (3) business days
  following receipt of such notification.


<PAGE>

              futures contract is sold because there is an obligation to make
              delivery unless the contract is closed out, regardless of
              fluctuations in the price of the underlying security.
 
              The Intermediate Government Fund and the Intermediate New York
              Tax-Exempt Fund intend to engage in transactions in futures
              contracts and options on futures contracts as a hedge against
              changes, resulting from market conditions, in the value of
              securities which are held in the Intermediate Government Fund or
              the Intermediate New York Tax-Exempt Fund's portfolio or which the
              Intermediate Government Fund or the Intermediate New York
              Tax-Exempt Fund intend to purchase. In accordance with current
              Commodity Futures Trading Commission ('CFTC') regulations, neither
              the Intermediate Government Fund nor the Intermediate New York
              Tax-Exempt Fund will enter into any financial futures contract or
              purchase related options (as defined in the CFTC regulations) if
              immediately thereafter, the aggregate initial margin for its
              outstanding futures contracts and premiums paid for such options
              would exceed 5% of the fair market value of its total assets. In
              addition, neither the Intermediate Government Fund nor the
              Intermediate New York Tax-Exempt Fund will enter into any
              financial futures contract or purchase related options (as defined
              in the CFTC regulations) if immediately thereafter the sum of
              initial and net cumulative variation margins on its outstanding
              futures contracts, together with premiums paid on options thereon,
              would exceed 20% of its total assets.
 
              When either the Intermediate Government Fund or the Intermediate
              New York Tax-Exempt Fund attempts to hedge its portfolio by
              selling an interest rate futures contract, purchasing a put option
              thereon or writing a call option thereon, it will own an amount of
              United States Government securities corresponding to the open
              futures or option position. With respect to long positions assumed
              by the Intermediate Government Fund or the Intermediate New York

              Tax-Exempt Fund, they will segregate with the custodian, or in a
              margin account with a broker, an amount of liquid assets
              consisting of cash, U.S. Government securities or other liquid
              high-grade debt securities permitted by CFTC regulations equal to
              the market value of the futures contracts and thereby insure that
              the use of futures contracts is unleveraged.
 
              The Intermediate Government Fund and the Intermediate New York
              Tax-Exempt Fund may purchase call options and write (sell) put
              options on debt securities to close out open option positions,
              purchase put options to protect their holding from a decline in
              market value, and write call options. The Intermediate Government
              Fund and the Intermediate New York Tax-Exempt Fund may also
              purchase put options and write call options on futures contracts
              that are traded on an United States exchange or board of trade and
              enter into closing transactions with respect to these options. The
              Intermediate Government Fund and the Intermediate New York Tax-
              Exempt Fund may use options on futures contracts under the same
              conditions it uses put and call options on debt securities. The
              effect of a futures contract may also be created by simultaneous
              purchase of a put option and sale of a call option on the same
              security. When the Intermediate Government Fund or the
              Intermediate New York Tax-Exempt Fund purchases a put option or
              call option, the maximum risk of loss is the price of the option
              purchased. The use of options as a hedge rather than financial
              futures contracts may result in partial hedges because of the
              limits inherent in the exercise prices. Neither the Intermediate
              Government Fund nor the Intermediate New York Tax-Exempt Fund will
              invest more than 5% of its net assets in premiums on put options.
 
                                                                              23

<PAGE>
 
              The Intermediate Government Fund may utilize futures contracts on
              bond indexes or related put and call options on these index
              contracts. The Intermediate Government Fund's strategies in
              employing these contracts would be similar to the strategies
              applicable to futures and options contracts generally. The
              Intermediate Government Fund may also buy put options and sell
              call options on bond indexes.
 
              The Intermediate New York Tax-Exempt Fund may also utilize futures
              contracts on municipal bond indexes or related put and call
              options on these index contracts. The Intermediate New York
              Tax-Exempt Fund's strategies in employing these contracts would be
              similar to the strategies applicable to futures and options
              contracts generally. The Intermediate New York Tax-Exempt Fund may
              also buy put options and sell call options on municipal bond
              indexes. The Intermediate New York Tax-Exempt Fund may also
              purchase put options or write (sell) call options on non-municipal
              debt securities. In the event that options on municipal debt
              securities become available, the Intermediate New York Tax-Exempt
              Fund will consider purchasing or selling these options.

 
              The hedging activities of the Intermediate Government Fund and the
              Intermediate New York Tax-Exempt Fund are subject to several
              additional restrictions. The ability of the Intermediate
              Government Fund and the Intermediate New York Tax-Exempt Fund to
              engage in hedging activities may be further limited by certain
              income tax considerations. See 'Taxes' in the Statement of
              Additional Information.
 
              To the extent the Intermediate Government Fund or the Intermediate
              New York Tax-Exempt Fund use hedging instruments that do not
              involve specific portfolio securities, offsetting price changes
              between the hedging instruments and the securities being hedged
              will not always be possible, and the market value fluctuations of
              the portfolio may not be completely eliminated. When using hedging
              instruments that do not specifically correlate with securities in
              either the Intermediate Government Fund or the Intermediate New
              York Tax-Exempt Fund's portfolio, the investment adviser will
              attempt to create a very closely correlated hedge.
 
              Hedging activities based on non-municipal debt securities or
              indexes may not correlate as closely to the Intermediate New York
              Tax-Exempt Fund portfolio as hedging activities based on municipal
              debt securities or indexes. Less closely correlated hedges are
              likely to occur if the Intermediate New York Tax-Exempt Fund
              hedges municipal securities with a futures contract on United
              States Government obligations, other non-municipal securities or
              an index that does not include municipal securities. This type of
              hedging activity may be especially useful where closely correlated
              hedging activities based on municipal securities or indexes are
              not available.
 
              The Intermediate Government Fund and the Intermediate New York
              Tax-Exempt Fund may purchase put options on interest rate futures
              contracts that are traded on United States commodity exchanges,
              and write (i.e., sell) put and call options on such futures
              contracts. The Intermediate Government Fund and the Intermediate
              New York Tax-Exempt Fund only intend to engage in options on
              futures contracts for bona fide hedging purposes in compliance
              with CFTC regulations. An option on a futures contract gives the
              purchaser the right, but not the obligation, to assume a position
              in a futures contract (which position may be a long or short
              position) at a specified exercise price at any time during the
              option exercise period. The writer of the option is required upon
              exercise to assume an offsetting futures position (which
 
                  24

<PAGE>

              position may be a long or short position). Upon exercise of the
              option, the assumption of offsetting futures positions by the
              writer and holder of the option will be accompanied by delivery of
              the accumulated balance in the writer's futures margin account

              that represents the amount by which the market price of the
              futures contract, at exercise, exceeds, in the case of a call, or
              is less than, in the case of a put, the exercise price of the
              option on the futures contract. Currently, options can be
              purchased or written with respect to futures contracts on United
              States Treasury bonds and United States Treasury notes on the
              Chicago Board of Trade.
 
              When the Intermediate Government Fund or the Intermediate New York
              Tax-Exempt Fund hedges its portfolio by purchasing a put option or
              writing a call option on a futures contract, it will own a long
              futures position or an amount of high-grade debt securities
              corresponding to the open option position. When the Intermediate
              Government Fund or the Intermediate New York Tax-Exempt Fund
              writes a put option on a futures contract, it may, rather than
              establish a segregated account, sell the futures contract
              underlying the put option or purchase a similar put option. In
              instances involving the purchase of a call option on a futures
              contract, the Intermediate Government Fund or the Intermediate New
              York Tax-Exempt Fund will deposit in a segregated account with its
              custodian an amount in cash, cash equivalents or liquid, high-
              grade, fixed-income debt securities equal to the market value of
              the obligation underlying the futures contract, less any amount
              held in the initial variation margin accounts.
 
              The holder or writer of an option may terminate its position by
              selling or purchasing an option of the same series. There is no
              guarantee that such closing transactions can be effected at any
              particular time or at all.
 
              The Intermediate Government Fund and the Intermediate New York
              Tax-Exempt Fund will be required to deposit initial and variation
              margin with respect to put and call options on futures contracts
              written by them pursuant to the Intermediate Government Fund and
              the Intermediate New York Tax-Exempt Fund's futures commissions
              merchants' requirements, which are similar to those applicable to
              interest rate futures contracts described above.
 
              MUNICIPAL BOND INDEX FUTURES CONTRACTS
              (INTERMEDIATE NEW YORK TAX-EXEMPT FUND)
 
              Futures contracts on municipal bond indexes began trading on the
              Chicago Board of Trade in 1985. These contracts, which provide for
              cash settlement rather than delivery of securities, are based on
              the Bond Buyer Municipal Bond Index, an index of 40 actively
              traded municipal bonds. To make the index as representative as
              possible of price trends in the municipal securities market, twice
              a month new issues are added to the index and an equal number of
              the least actively traded issues are dropped from the index. Each
              bond in the index is priced daily by a group of five brokers.
 
              Municipal bond index contracts are designed to provide a way to
              hedge municipal bond portfolios, since prices of existing futures
              on taxable securities do not always correlate well with municipal

              bond prices. Because the municipal bond index contract should
              correlate better with the Intermediate New York Tax-Exempt Fund's
              price changes than Treasury bond futures contracts, the investment
              adviser expects to do most of its hedging using municipal
 
                                                                              25

<PAGE>

              bond index contracts. However, there may be times when the
              investment adviser believes that Treasury bond contracts
              correspond well with municipal bond prices and trades at a price
              that makes hedging with these contracts less expensive than
              hedging with municipal bond index contracts. Accordingly, the
              Intermediate New York Tax-Exempt Fund intends to use both the
              Treasury bond and the municipal bond index contracts for hedging
              purposes.
 
              RISKS OF FUTURES TRANSACTIONS (INTERMEDIATE GOVERNMENT FUND AND
              INTERMEDIATE NEW YORK TAX-EXEMPT FUND)
 
              The Intermediate Government Fund and the Intermediate New York
              Tax-Exempt Fund's successful use of futures contracts and options
              thereon will depend upon the ability of their investment adviser
              to predict movements in the direction of interest rates and other
              factors affecting markets for securities, and upon the degree of
              correlation between prices of the futures contracts and the prices
              of the securities being hedged. As a result, even a correct
              forecast of interest rate changes may not result in a successful
              hedging transaction. Although futures contracts and options
              thereon may limit exposure to loss, they may also limit the
              potential for capital gains. For example, if the Intermediate
              Government Fund or the Intermediate New York Tax-Exempt Fund has
              hedged against the possibility of an increase in interest rates
              which would adversely affect the price of securities in its
              portfolio and prices of such securities increase instead, there
              would be a loss of part or all of the benefit of the increased
              value of its securities because it will have offsetting losses in
              its futures positions. In addition, in such situations, if either
              the Intermediate Government Fund or the Intermediate New York
              Tax-Exempt Fund has insufficient cash to meet daily variation
              margin requirements, it may have to sell securities to meet such
              requirements. Such sales of securities may be, but will not
              necessarily be, at increased prices which reflect the rising
              market. The Intermediate Government Fund and the Intermediate New
              York Tax-Exempt Fund may have to sell securities at a time when it
              is disadvantageous to do so. Where futures are purchased to hedge
              against the possible increase in price of securities before the
              Intermediate Government Fund or the Intermediate New York Tax-
              Exempt Fund is able to invest its cash in an orderly fashion, it
              is possible that the market may decline instead; if the Fund's
              investment adviser then concludes not to invest in securities at
              that time because of concern as to possible future market decline
              or for other reasons, there would be a realized loss on the

              futures contract that is not offset by a reduction in the price of
              the securities purchased. The risk of loss to the Intermediate
              Government Fund or the Intermediate New York Tax-Exempt Fund is
              theoretically unlimited if no investment in securities is made as
              a result of the market conditions noted above. Although the
              Intermediate Government Fund and the Intermediate New York
              Tax-Exempt Fund will enter into futures contracts only on
              exchanges where there appears to be a liquid market, there can be
              no assurance that such liquidity will always exist.
 
              Brokerage commissions on any of the Funds' financial futures and
              options transactions and premium costs for purchasing options may
              tend to reduce a Fund's yield.
 
              For further information about any of the Funds' hedging
              activities, see 'Investment Objectives and Policies-Hedging
              Activities' in the Statement of Additional Information.
 
                  26

<PAGE>

              FOREIGN INVESTMENT RISK (EQUITY INCOME FUND)
 
              The Equity Income Fund may invest in certain foreign securities.
              Investment in obligations of foreign issuers and in foreign
              branches of domestic banks involve somewhat different investment
              risks from those affecting obligations of United States domestic
              issuers. There may be limited publicly available information with
              respect to foreign issuers, and foreign issuers are not generally
              subject to uniform accounting, auditing and financial standards
              and requirements comparable to those applicable to domestic
              companies. There may also be less government supervision and
              regulation of foreign securities exchanges, brokers and issuers
              than in the United States. Foreign securities markets have
              substantially less volume than domestic securities exchanges, and
              securities of some foreign issuers are less liquid and more
              volatile than securities of comparable domestic issuers. Brokerage
              commissions and other transaction costs on foreign securities
              exchanges are generally higher than in the United States.
              Dividends paid by foreign issuers may be subject to withholding
              and other foreign taxes that may decrease the net return on
              foreign investments as compared to dividends and interest paid to
              the Equity Income Fund by domestic companies. Additional risks
              include future political and economic developments, the
              possibility that a foreign jurisdiction might impose or change
              withholding taxes on income payable with respect to foreign
              securities, the possible seizure, nationalization or expropriation
              of the foreign issuer or foreign deposits and the possible
              adoption of foreign governmental restrictions such as exchange
              controls.
 
              Since investments in foreign securities involve foreign
              currencies, the value of their assets measured in United States

              dollars may be affected by changes in currency rates and in
              exchange control regulations, including currency blockage.
 
              HIGH YIELD/HIGH RISK BONDS (COMMONLY KNOWN AS 'JUNK BONDS')
              (EQUITY INCOME FUND)
 
              Since the Equity Income Fund has no pre-established minimum
              quality standards, a portion of the securities that it may hold,
              particularly high-yield/high-risk securities, may be subject to
              additional risk. Corporate debt securities that are below
              investment grade (securities rated Ba or lower by Moody's or BB or
              lower by S&P) and unrated securities, which the Equity Income Fund
              may purchase and hold, are subject to higher risk of non-payment
              of principal or interest, or both, than higher grade debt
              securities. This greater degree of risk generally offers higher
              potential yields. Although the Equity Income Fund may invest in
              unrated convertible debt securities, the investment adviser will
              not ordinarily invest in securities that, in its judgment, would
              not be investment grade.
 
              INTEREST RATE RISK (INTERMEDIATE GOVERNMENT FUND AND INTERMEDIATE
              NEW YORK TAX-EXEMPT FUND)
 
              In general, the prices of debt securities vary inversely with
              interest rates. If interest rates rise, debt security prices
              generally fall; if interest rates fall, debt security prices
              generally rise. In addition, for a given change in interest rates,
              longer-maturity debt securities fluctuate more in price (gaining
              or losing more in value) than shorter-maturity debt securities,
              and generally offer higher yields than shorter-maturity debt
              securities, all other factors, including credit quality, being
              equal.
 
                                                                              27

<PAGE>

                              INVESTMENT RESTRICTIONS

              EQUITY INCOME FUND AND INTERMEDIATE GOVERNMENT FUND
 
              As a diversified series of a registered investment company, 
              75% of the total assets of each of the Equity Income Fund 
              and the Intermediate Government Fund's assets is subject to 
              The following limitations: 
              (a) neither may invest more than 5% of its total assets in the 
              securities of any one issuer, except obligations of the 
              United States Government and its agencies and instrumentalities 
              and (b) neither may own more than 10% of the outstanding voting 
              securities of any one issuer.

              INTERMEDIATE NEW YORK TAX-EXEMPT FUND
 

              As a non-diversified series of a registered investment company,
              the Intermediate New York Tax-Exempt Fund is not limited by the
              1940 Act as to the proportion of its assets that it may invest in
              the obligations of a single issuer. The Intermediate New York
              Tax-Exempt Fund may be more susceptible to adverse economic,
              political or regulatory developments affecting a single issuer
              than would be the case if it were a diversified company. Although
              it is a non-diversified series, the Intermediate New York
              Tax-Exempt Fund will observe certain diversification standards in
              order to maintain its status as a regulated investment company
              under the Code. See Taxes in the Statement of Additional
              Information.
 
              CERTAIN FUNDAMENTAL POLICIES
 
              Each Fund also operates under certain investment restrictions
              that, together with their investment objectives, are deemed
              fundamental policies--i.e., they may be changed only with the
              approval of the holders of a majority of a Fund's outstanding
              shares.
 
              The Equity Income Fund may not: (i) acquire any illiquid
              securities if, as a result, more than 15% of the market value of
              its net assets would be in investments that are illiquid; (ii)
              enter into reverse repurchase agreements exceeding one-third of
              the market value of its total assets, less certain liabilities;
              (iii) borrow money, except from banks for extraordinary or
              emergency purposes and then only in amounts up to 20% of the value
              of the Equity Income Fund's total assets (taken at cost at the
              time of borrowing) and except in connection with permitted reverse
              repurchase agreements; or mortgage, pledge or hypothecate any
              assets except in connection with any such borrowing in amounts up
              to 20% of the value of the Equity Income Fund's net assets at the
              time of borrowing; (iv) purchase securities while borrowings, as
              described in clauses (ii) and (iii) above, exceed 5% of its total
              assets or (v) invest more than 25% of its assets in securities of
              issuers in any one industry.
 
              The Intermediate Government Fund may not: (i) acquire any illiquid
              securities if as a result more than 15% of the market value of its
              net assets would be in investments that are illiquid; (ii) borrow
              money, except from banks for extraordinary or emergency purposes
              and then only in amounts up to 20% of the value of the
              Intermediate Government Fund's total assets (taken at cost at the
              time of borrowing) and except in connection with permitted reverse
              repurchase agreements; or mortgage, pledge or hypothecate any
              assets except in connection with such
 
                  28

<PAGE>

              borrowing in amounts up to 20% of the value of the Intermediate
              Government Fund's net assets at the time of such borrowing;

              (iii) purchase securities while borrowings, as described in
              clause (ii) above, exceed 5% of its total assets; (iv) purchase
              securities or other obligations of issuers of the same industry
              if, after such purchase, the value of the Intermediate
              Government Fund's investments in such industry would exceed 25%
              of the value of its total assets, provided that this restriction
              will not apply to purchases of securities issued or guaranteed
              by the United States Government, its agencies or
              instrumentalities; (v) purchase the securities of an issuer if,
              after such purchase, the Intermediate Government Fund owns more
              than 10% of the outstanding voting securities of such issuer;
              (vi) make loans, except through certain means; (vii) purchase
              puts, calls, straddles, spreads or any combination thereof or
              commodities except for hedging purposes; (viii) purchase
              securities on margin or make short sales, except for certain
              hedging purposes; (ix) invest in fixed time deposits except in
              certain circumstances; (x) issue senior securities or (xi) act
              as an underwriter of securities.
 
              The Intermediate New York Tax-Exempt Fund may not: (i) acquire
              any illiquid securities if as a result more than 15% of the
              market value of its net assets would be in investments that are
              illiquid; (ii) borrow money, except from banks for extraordinary
              or emergency purposes and then only in amounts up to 20% of the
              value of the Intermediate New York Tax-Exempt Fund's total
              assets (taken at cost at the time of borrowing), and except in
              connection with permitted reverse repurchase agreements; or
              mortgage, pledge or hypothecate any assets except in connection
              with any such borrowing in amounts up to 20% of the value of its
              net assets at the time of borrowing; (iii) purchase securities
              while borrowings, including reverse repurchase agreements,
              exceed 5% of its total assets; (iv) purchase securities other
              than those described under 'Investment Objectives and Policies';
              (v) purchase securities of any one issuer if, after such
              purchase, more than 5% of the value of its total assets would be
              invested in the securities of any one such issuer, provided that
              this limitation does not apply to securities issued by the
              United States Government, its agencies or instrumentalities, or
              to permitted investments of up to 50% of the Intermediate New
              York Tax-Exempt Fund's total assets; (vi) invest more than 20%
              of its total assets in investments that are not Municipal
              Obligations or (vii) acquire industrial revenue bonds if as a
              result more than 5% of the total assets would be invested in
              industrial revenue bonds where payment of principal and interest
              is the responsibility of companies with fewer than three years
              of operating history.
 
              For a more detailed discussion of the above investment
              restrictions, see 'Investment Restrictions' and 'Additional
              Information' in the Statement of Additional Information.


                                    MANAGEMENT OF THE FUNDS


              DIRECTORS
 
              Pursuant to the Articles of Incorporation and Bylaws of BNY 
              Hamilton Funds, Inc., the Directors decide matters of general 
              policy and review the actions of the Funds' investment adviser, 
              administrator, disstributor and other service providers. The
              Statement of Additional Information contains the name
              and general business experience of each director of
              BNY Hamilton Funds, Inc.
 
                                                                            29

<PAGE> 

              INVESTMENT ADVISER
 
              The Bank of New York serves as the investment adviser (the
              'Adviser') to each of the Funds. The Adviser, which has its
              principal offices at 48 Wall Street, New York, New York 10286,
              is New York's first bank, founded by Alexander Hamilton in 1784,
              and is one of the largest commercial banks in the United States,
              having over $53 billion in assets at the end of 1995. It is the
              leading retail bank in the greater New York suburban area,
              having 384 branches at the end of 1995. As of December 31, 1995,
              the Adviser provided administrative or advisory services to
              approximately $54 billion in assets.
 
              Robert G. Knott, Jr., Vice President, has been responsible for
              day-to-day portfolio management for the Equity Income Fund since
              its inception. Mr. Knott has been employed by the Adviser for
              the past 28 years. Currently, he is a Group Head for the
              Adviser's Personal Asset Management Division.
 
              Mark A. Hemenetz, Senior Vice President, has been responsible
              for the day-to-day portfolio management of the Intermediate
              Government Fund since February 1993. Mr. Hemenetz has been
              employed by the Adviser for the past 14 years. Currently, he is
              the Division Head of the Adviser's Fixed Income Management
              Division.
 
              Colleen M. Frey, Vice President, has been responsible for the
              day-to-day portfolio management for the Intermediate New York
              Tax-Exempt Fund since its inception. Ms. Frey has been employed
              by the Adviser for the past 29 years. Currently, she is a Group
              Head for the Adviser's Tax-Exempt Bond Management Division.
 
              The Adviser manages the investments of each Fund and is
              responsible for all purchases and sales of each Fund's portfolio
              securities. The Adviser's fee accrues daily and is payable
              monthly at the annual rate of .60%, .50%, and .50% of average
              daily net assets of the Equity Income Fund, the Intermediate
              Government Fund, and the Intermediate New York Tax-Exempt Fund,
              respectively.

 
              ADMINISTRATOR
 
              BNY Hamilton Distributors, Inc. ('BNY Hamilton Distributors')
              serves as the Funds' administrator (the 'Administrator') and
              will assist generally in supervising the operations of each
              Fund. BNY Hamilton Distributors is a Delaware corporation
              organized to administer and distribute mutual funds; its offices
              are located at 3435 Stelzer Road, Columbus, Ohio 43219-3035.
 
              The Administrator has agreed to provide facilities, equipment
              and personnel to carry out administrative services for the
              Funds, including, among other things, providing the services of
              persons who may be appointed as officers or directors of BNY
              Hamilton Funds, Inc., overseeing the performance of the Funds'
              transfer agent, supervising purchase and redemption orders (made
              via telephone and mail) and monitoring the Distributor's
              compliance with the rules and regulations of the National
              Association of Securities Dealers and federal and state
              securities laws. The Administrator will also be responsible for
              coordinating and overseeing compliance by the Directors with
              Maryland corporate procedural requirements (as BNY Hamilton
              Funds, Inc. is a Maryland corporation; see 'Organization'). In
              addition, the
 
                  30
 
<PAGE>

              Administrator's duties include assisting in the drafting and
              printing of prospectuses and statements of additional
              information, administering shareholder meetings, producing proxy
              statements and annual and semi-annual reports, monitoring the
              Adviser's compliance with the stated investment objectives and
              restrictions of each Fund and monitoring the custodian, fund
              accounting, transfer agency, administration, distribution,
              advisory and legal services that are provided to the Funds.
 
              The Administration Agreement permits the Administrator to
              delegate certain of its responsibilities to other service
              providers. Pursuant to this authority, the Administrator has
              delegated certain administrative functions to The Bank of New
              York. The Bank of New York is not an affiliated person of BNY
              Hamilton Distributors.
 
              Each Fund pays annual administration fees, accrued daily and
              payable monthly, of .20% of average daily net assets of each
              Fund up to $400 million (taken on an individual Fund by Fund
              basis), and .15% of average daily net assets of each Fund (taken
              on an individual Fund by Fund basis) in excess of $400 million.
 
              DISTRIBUTOR
 
              In addition to acting as the Administrator, BNY Hamilton

              Distributors is the exclusive underwriter and distributor of
              shares of each Fund (the 'Distributor'); its offices are located
              at 125 West 55th Street, New York, New York 10019.
 
              The Distributor makes a continuous offering of each Fund's
              shares and bears the costs and expenses of distributing to
              selected dealers and prospective investors copies of any
              prospectuses, statements of additional information and annual
              and interim reports of the Funds (after such items have been
              prepared, set in type and sent by the Funds at their expense to
              existing shareholders) that are used in connection with the
              offering of shares, and the costs and expenses of preparing,
              printing and distributing any other literature used by the
              Distributor or furnished by it for use by selected dealers in
              connection with the offering of each Fund's shares for sale to
              the public.
 
              The Administrator (and Distributor) is a wholly owned subsidiary
              of The BISYS Group, Inc.


                                SUMMARY OF SHAREHOLDER SERVICES

              A Fund's telephone representative will be happy to answer
              any questions you may have.

                    Telephone                       For Information Regarding
                    ---------                       -------------------------
                  1-800-4BNY-FND                  o Any of the Funds' investment
                  (1-800-426-9363)                  objectives and policies
                  8 a.m. to 9 p.m., Eastern time  o Opening an account
                                                  
                  1-800-952-6276                  o Current account balances
                  8 a.m. to 9 p.m., Eastern time  o Shareholder address/
                                                    telephone changes
 
                                                  
                                                                            31

<PAGE> 

              You should note that neither the Funds nor their service
              contractors will be responsible for any loss or expense for
              acting upon telephone instructions that they believe to be
              genuine. In attempting to confirm that telephone instructions
              are genuine, the Funds will use procedures considered
              reasonable, as described in 'Redemption of Shares' in the
              Statement of Additional Information. To the extent that any of
              the Funds does not use reasonable procedures to form its belief
              as to the genuineness of accountholders' instructions, it and/or
              its service contractors may be responsible for such instructions
              that are fraudulent or unauthorized.
 
              The Funds want you to be kept current regarding the status of

              your account. To assist you, the following statements and
              reports will be sent to you:
 
                  CONFIRMATION STATEMENTS      After every transaction that
                                               affects your account balance or
                                               your account registration.
 
                  ACCOUNT STATEMENTS           Monthly, showing any activity
                                               during the month, any income
                                               credited during the month and the
                                               current value of your account.
 
                  FINANCIAL REPORTS            Every six months, one copy of
                                               most Fund reports and year-end
                                               tax information will be mailed to
                                               each household, regardless of how
                                               many accounts are in the
                                               household.

                            FUND AND OTHER SHAREHOLDER SERVICES
 
                            CUSTODIAN AND FUND ACCOUNTING AGENT
                               
              The Bank of New York, 90 Washington Street, New York, New 
              York 10286, serves as each Fund's custodian. BNY Hamilton Funds, 
              Inc. has also entered into a Cash Management and Related 
              Services Agreement with The Bank of New York pursuant to which 
              The Bank of New York, as custodian, will receive and disburse 
              funds in connection with the purchases and redemptions of each
              Fund's shares.

              The Bank of New York also serves as the fund accounting agent
              for each Fund with responsibility for calculating the net asset
              value of each Fund and for maintaining each Fund's books and
              records.
 
              TRANSFER AGENT
 
              BISYS Fund Services, Inc. ('BISYS'), 3435 Stelzer Road,
              Columbus, Ohio, 43219-3035, serves as each Fund's transfer
              agent. BISYS is a wholly-owned subsidiary of The BISYS Group,
              Inc. As transfer agent, BISYS maintains the records of each
              shareholder's account, answers shareholder inquiries concerning
              accounts, processes purchases and redemptions of each Fund's
              shares, acts as dividend and distribution disbursing agent and
              performs other shareholder service functions.
 
                  32

<PAGE> 

              DISTRIBUTION PLAN
 

              The Directors have adopted a plan of distribution under Rule
              12b-1 of the 1940 Act with respect to each Fund (collectively,
              the '12b-1 Plans'). The 12b-1 Plans have not been implemented
              for any of the Funds; however, they may be implemented at such
              future date as the Directors deem appropriate.
 
              Under each of the 12b-1 Plans, the relevant Fund may reimburse
              the Distributor for expenses incurred by it in connection with
              the distribution of that Fund's shares. Such distribution
              expenses will include expenses incurred in connection with
              advertising and marketing such Fund's shares and expenses
              incurred in connection with preparing, printing and distributing
              prospectuses for such Fund (except those used for regulatory
              purposes or for distribution to existing shareholders of the
              Fund) and in implementing and operating the 12b-1 Plan. Under
              each of the 12b-1 Plans, reimbursements for distribution
              expenses may not exceed .25% (annualized) of the relevant Fund's
              average daily net assets, excluding from such calculation,
              however, all shares acquired via a transfer of assets from
              customer accounts at The Bank of New York. These amounts may be
              reduced pursuant to undertakings by the Distributor. Payments
              for distribution expenses under the 12b-1 Plans are subject to
              Rule 12b-1 under the 1940 Act. Except for expenses related to
              telemarketing operations established for the BNY Hamilton Family
              of Funds, it is presently contemplated that the Distributor will
              not be reimbursed for any of its overhead expenses by a Fund
              under its 12b-1 Plan.
 
              Each 12b-1 Plan provides that if in any month the Distributor is
              due more monies than are immediately payable because of the
              percentage limitation described above, the unpaid amount will be
              'carried forward' from month to month while the 12b-1 Plan is in
              effect until such time as it may be paid. Any 'carried forward'
              amounts will not be payable beyond the fiscal year during which
              the amounts are accrued. No interest, carrying or other finance
              charge is borne by a Fund with respect to amounts 'carried
              forward.'
 
              FEE WAIVERS
 
              Except as noted in this Prospectus and the Statement of
              Additional Information, the Funds' service contractors bear all
              expenses in connection with the performance of their services
              and each Fund bears the expenses incurred in its operation. From
              time to time during the course of the Funds' fiscal year, each
              of the Administrator and the Adviser may voluntarily elect not
              to receive payment of fees under their respective agreements
              described above and/or to assume certain expenses of a Fund
              while retaining the ability to be reimbursed by a Fund for such
              amounts prior to the end of the fiscal year. This will have the
              effect of increasing yield to investors at the time such fees
              are not received or amounts are assumed by the Administrator or
              the Adviser and decreasing yield when such fees or amounts are
              reimbursed to the Administrator or the Adviser. See the Fee

              Table for each Fund.
 
                                                                            33

<PAGE>

                                      PURCHASE OF SHARES

 
              The following table summarizes the available methods of 
              investment in each of the Funds along with their respective 
              minimum investment requirements. Unless otherwise noted, the 
              investment method shown in the table is applicable to each 
              Fund described in this Prospectus.

<TABLE>
<CAPTION> 

                                                                                     MINIMUM INVESTMENT REQUIRED
                                                                                  ----------------------------------
                                                                                      INITIAL         ADDITIONAL
                  TYPE OF INVESTMENT                                                INVESTMENT        INVESTMENT
                  --------------------------------------------------------------  ---------------  -----------------
                  <S>                                                             <C>              <C>
                  Regular Account...............................................     $   2,000         $     100
                  Regular Account with Automatic Investment Program.............     $     500         $     100
                  Regular Accounts for employees and retirees of The Bank of New
                    York and its affiliates, and employees of each of the
                    Administrator, Distributor and their affiliates (1).........     $     500         $      40
                  Individual Retirement Account ('IRA') (2).....................     $     250         $      40
 </TABLE>
              --------------------------------------------
 
              (1) Available exclusively for employees and retirees of The Bank
                  of New York and its affiliates and for the employees of BNY
                  Hamilton Distributors, Inc., and their affiliates. The
                  employees of The Bank of New York and its affiliates may
                  make investments through payroll deduction.
 
              (2) Not available for the Intermediate New York Tax-Exempt Fund.
 
              Shares of any of the Funds may be purchased at the net asset
              value per share as described in the tables on pages 35-36.
 
              INITIAL INVESTMENTS
 
              Orders for purchases of a Fund's shares received by 4:00 P.M.
              (New York City time) on any Business Day and transmitted to the
              Fund's transfer agent by 5:00 P.M. (New York City time) will be
              based on the next determined net asset value. (For purposes of
              this Prospectus, 'Business Day' is defined to mean any day on
              which both the New York Stock Exchange and the Custodian are
              open for business.) Investors will begin to earn dividends on

              the next Business Day after receipt of the purchase order. On
              those days when the New York Stock Exchange or the Custodian
              closes early as a result of such day being a partial holiday or
              otherwise, the right is reserved to advance the time on that day
              by which purchase and redemption requests must be received.
 
              Prospective investors may purchase a Fund's shares by check, by
              federal funds wire, by bank wire, or by direct deposit.
              Additional investments may also be made through an Automatic
              Investment Program. See the tables on the following pages.
 
                  34

<PAGE>

 
              METHOD OF PURCHASE FOR INITIAL INVESTMENTS
 
              BY CHECK
 
                -- Complete and sign a New Account Application and mail it,
                   together with a check payable to the specific Fund, to: BNY
                   Hamilton Funds, Department L-1685, Columbus, Ohio
                   43260-1685.
 
                -- The Funds will not permit shares purchased by check to be
                   redeemed until payment for the purchase has been collected,
                   which may take up to ten (10) Business Days after purchase.
 
                -- Purchases by check must be payable in United States dollars
                   and drawn on United States banks. THE FUNDS WILL NOT ACCEPT
                   THIRD-PARTY CHECKS.
 
              BY FEDERAL FUNDS WIRE
 
                -- An investor desiring to purchase shares by wire should call
                   the transfer agent at 1-800-952-6276 and place a purchase
                   order.
 
                -- Have your bank wire federal funds to the BNY Hamilton
                   Funds' bank account (see below). In order to ensure prompt
                   receipt by a Fund of a federal funds wire, an investor
                   should take the following steps:
 
              A. Instruct your bank to wire the specified amount to the
                 specific Fund's account as follows (be sure to have your bank
                 include the name of the specific Fund selected, and state
                 that the wire is for a new account):
                                   The Bank of New York
                                   New York, NY 10286
                                   ABA #021000018
                                   BNY Hamilton Funds
                                   DDA #8900275847
                                   Attn: (specific Fund selected)

                                   Ref: (your account number, your account
                                   name and taxpayer identification number)
 
              B. Complete the New Account Application and mail it to the
                 address shown in 'By Check' above.
 
                -- Federal funds purchase orders will only be accepted on
                   Business Days as defined herein. Your bank may charge a
                   service fee for wiring funds.
 
              BY BANK WIRE
 
                -- Follow the same procedure outlined under 'By Federal Funds
                   Wire' above. Your bank may charge a service fee for wiring
                   funds.
 
              BY DIRECT DEPOSIT
 
                -- In certain circumstances, employees and retirees of The
                   Bank of New York and its affiliates may purchase Fund
                   shares by having payments automatically deposited into
                   their specific Fund account.
 
                -- Call 1-800-4BNY-FND (1-800-426-9363) for details.
 
                                                                            35

<PAGE>

              METHOD OF PURCHASE FOR ADDITIONAL INVESTMENTS
 
              BY CHECK
 
                -- Make check payable to the specific Fund and send to: BNY
                   Hamilton Funds, P.O. Box 0806, Newark, New Jersey
                   07101-0806. If possible, please include the tear-off
                   payment stub that accompanies a Fund's confirmation
                   statement.
 
              BY FEDERAL FUNDS WIRE
 
                -- Have your bank wire federal funds according to the
                   instructions at left, except the wire should state that it
                   is an additional investment.
 
                -- Please include your account number.
 
              BY AUTOMATIC INVESTMENT PROGRAM
 
                -- You may arrange, through the Automatic Investment Program,
                   for systematic purchases of Fund shares (minimum of $100)
                   by direct debit from your account at any domestic financial
                   institution that is an Automated Clearing House member.
 

                -- To elect this feature, please complete Section 7 on the New
                   Account Application.
 
                -- See Purchase of Shares-Automatic Investment Program or Call
                   1-800-4BNY-FND (1-800-426-9363) for further details on this
                   investment option.
 
              BY BANK WIRE
 
                -- The procedure is identical to 'By Federal Funds Wire'
                   above.
 
              BY DIRECT DEPOSIT
 
                -- Call 1-800-4BNY-FND (1-800-426-9363) for details.
 
                -- Additional purchases will be processed in accordance with
                   your instructions.
 
              AUTOMATIC INVESTMENT PROGRAM
 
              You may arrange, through the Automatic Investment Program, for
              systematic investments in your Fund account(s) in amounts of
              $100 or more by direct debit from your account at the financial
              institution designated by you on the new account application. At
              your option, your checking, NOW or bank money market account
              designated by you will be debited in the specified amount, and
              Fund shares will be purchased, once a month, on either the first
              or fifteenth day, or twice a month on both days. Only accounts
              maintained at a domestic financial institution which permits
              automatic withdrawals and is an Automated Clearing House member
              are eligible.
 
              The Automatic Investment Program enables shareholders to invest
              a fixed dollar amount at predetermined intervals, an investment
              strategy known as 'dollar cost averaging'. By applying this
              technique consistently over time, investors usually purchase
              more shares during periods of low share prices and fewer shares
              as share prices increase. Of course, you may also implement
              dollar cost averaging on your own initiative or through other
              entities.
 
                  36

<PAGE> 

              To be effective, dollar cost averaging should be carried out
              consistently for a sustained period of time. You should
              understand, however, that purchases made through the Automatic
              Investment Program will be made by the Fund without regard to
              share price on the day of investment or to market trends. In
              addition, while you may find dollar cost averaging to be
              beneficial, it will not prevent a loss if you ultimately redeem
              your shares at a price that is lower than their purchase price.

 
              You may cancel this privilege or change the amount of purchase
              at any time by mailing written notification to:
 
                                     BNY Hamilton Funds
                                     Department L-1685
                                  Columbus, OH 43260-1685
 
              Notification will be effective three business days following
              receipt. The Fund may modify or terminate this privilege at any
              time or charge a service fee, although no such fee currently is
              contemplated.
 
              OTHER PURCHASE INFORMATION
 
              Investors may purchase Equity Income Fund or Intermediate
              Government Fund shares, or a combination of those two Funds, in
              increments of 10% through an individual retirement account made
              available by BNY Hamilton Funds, Inc., as described in the
              Minimum Investment Required table earlier in this section.
              Please refer to a 'BNY Hamilton Funds Individual Retirement
              Account' kit for details, which you may obtain by calling
              1-800-4BNY-FND (1-800-426-9363). Investors are also advised to
              consult with their own legal counsel or tax adviser regarding
              these investments.
 
              In the interest of economy and convenience and because of its
              operating procedures, a Fund will not issue certificates
              representing ownership of its shares. All shares purchased will
              be confirmed to you and credited to your account on the specific
              Fund's books maintained by the transfer agent. You will have the
              same rights and ownership with respect to such shares as if
              certificates had been issued.
 
              To assure that checks are collected by a Fund, withdrawals of
              investments made by check will not be permitted until payment
              for the purchase has been received, which may take up to ten
              (10) Business Days after the date of purchase. A Fund will
              charge a $15.00 processing fee for checks returned unpaid. This
              charge may be deducted from the account of the investor that
              requested the purchase. In addition, you may be prohibited or
              restricted from making future purchases in any of the Funds.
 
              Investors may also invest in any of the Funds by purchasing
              shares through registered broker-dealers, which are required to
              effect the transaction at the net asset value next determined
              after receipt of the order by the broker-dealer and are required
              to transmit such orders promptly to the specific Fund.
              Broker-dealers who make purchases for their customers may charge
              a fee for such services.
 
                                                                            37

<PAGE> 


              Federal regulations require that investors provide a social
              security or taxpayer identification number upon opening or
              re-opening an account. Investors should refer to the New Account
              Application for further information about this requirement.

                                    REDEMPTION OF SHARES

              Investors may withdraw all or any portion of the shares in their 
              account at any time by redeeming such shares. INVESTORS SHOULD 
              BE AWARE THAT, UNLIKE A SAVINGS ACCOUNT, A REDEMPTION IN ANY OF 
              THE FUNDS IS A TAXABLE EVENT. CONSULT YOUR TAX ADVISER FOR THE
              POTENTIAL TAX SITUATIONS THAT MAY ARISE AS A RESULT OF
              A REDEMPTION OF SHARES. 


                          METHOD OF REDEMPTION
 
              A Fund will redeem shares at the next determined net asset value
              per share. A Fund's net asset value per share will be determined
              on each Business Day at 4:00 P.M. (New York City time). If an
              investor has specifically requested that share certificates be
              issued, certificates representing a specific Fund's shares being
              redeemed must be returned with the redemption request. The Funds
              recommend that share certificates be sent via registered mail.
              The value of the shares redeemed may be more or less than their
              original cost, depending upon a Fund's then-current net asset
              value.
 
              BY MAIL
 
                -- Send your request to: BNY Hamilton Funds, Department
                   L-1685, Columbus, Ohio 43260-1685. (Be sure to include the
                   name of the specific Fund.)
 
              BY TELEPHONE (1)
 
                -- This option must have previously been elected. Call the
                   specific Fund and request that the redemption proceeds be
                   mailed to the address listed in the specific Fund's account
                   records or wired to the investor's bank as listed in the
                   specific Fund's records.
 
              BY SYSTEMATIC WITHDRAWAL
 
                -- YOUR ACCOUNT MUST HAVE A VALUE OF $10,000 OR MORE.
 
                -- The record owner of shares may request a declining balance
                   withdrawal, a fixed dollar withdrawal, a fixed share
                   withdrawal, or a fixed percentage withdrawal (based on the
                   current value of shares in the account) on a monthly,
                   quarterly, semi-annual or annual basis.
 

                -- Further information about establishing a Systematic
                   Withdrawal Plan may be obtained by calling 1-800-426-9363.
 
              BY DRAFT (2)
 
                -- Redemption checks may be made payable to the order of any
                   person in the amount of $500 or more. THIS REDEMPTION
                   OPTION IS NOT AVAILABLE TO INVESTORS IN THE EQUITY INCOME
                   FUND.
 
                -- Redemption checks are free, but the transfer agent will
                   impose a fee for stopping payment of a redemption check at
                   your request or if the transfer agent cannot honor the
                   redemption check because of insufficient funds or any other
                   valid reason.
 
                -- SHARES FOR WHICH CERTIFICATES HAVE BEEN ISSUED MAY NOT BE
                   REDEEMED BY REDEMPTION CHECK.
 
                  38

<PAGE> 

              --------------------------------------------
 
              (1) In times of drastic market conditions, the telephone
                  redemption option may be difficult to implement. If you
                  experience difficulty in making a telephone redemption, you
                  may make your request by regular mail or express mail and it
                  will be implemented at the net asset value per share next
                  determined after the request is received.
 
              (2) This privilege may be modified or terminated at any time by
                  the Intermediate Government Fund or the Intermediate New
                  York Tax-Exempt Fund upon notice to investors.
 
              Each Fund will redeem its shares at the net asset value next
              determined after the request is received in good order. 'Good
              order' means that the request to redeem shares includes the
              following documentation: (i) a letter of instruction or a stock
              assignment containing the account number and taxpayer
              identification number(s) of the shareholder(s), specifying the
              number of shares or dollar amount to be redeemed and signed by
              all registered owners of the shares in the exact names in which
              they are registered; (ii) any required signature guarantees, see
              Further Redemption Information below; and (iii) other supporting
              legal documents, if required, in the case of estates, trusts,
              guardianships, custodianships, corporations, pension and
              profit-sharing plans and other organizations. The Funds may
              adopt certain procedures as described in 'Redemption of Shares'
              in the Statement of Additional Information to verify information
              provided with a redemption request. Shareholders who are
              uncertain of the requirements for redemption should consult with
              a BNY Hamilton Funds, Inc. representative by calling

              1-800-952-6276.
 
              DISCRETIONARY REDEMPTION BY A FUND
 
              If the value of a shareholder's holdings falls below $500
              because of a redemption of shares, the shareholder's remaining
              shares may be involuntarily redeemed after 60 days' written
              notice, unless the value of the account is increased to $500 or
              more.
 
              FURTHER REDEMPTION INFORMATION
 
              Normally, a Fund will make payment for all shares redeemed under
              these procedures within one Business Day of receipt of the
              request, but in no event will payment be made more than three
              (3) Business Days after receipt of a redemption request in good
              order. Notwithstanding the foregoing, a Fund will not make
              payments to investors redeeming shares that were purchased by
              check until payment for the purchase has been collected, which
              may take up to ten (10) Business Days after the date of
              purchase. A Fund reserves the right to suspend redemption or
              postpone the date of redemption at times when the New York Stock
              Exchange is closed or when trading on the Exchange is
              restricted, under certain emergency circumstances and during
              periods when such suspension is permitted by the Securities and
              Exchange Commission. See the Statement of Additional
              Information; 'Redemption of Shares--Further Redemption
              Information'.
 
              To change the address listed in a specific Fund's account
              records or the name of the commercial bank or account designated
              to receive redemption proceeds, an investor must send a written
              request to: BNY Hamilton Funds, Department L-1685, Columbus,
              Ohio 43260-1685. Such requests must be signed by each
              shareholder, and, for requests to change the bank or account
              designated to receive redemption proceeds, each signature must
              be guaranteed.
 
                                                                            39

<PAGE> 

                                    EXCHANGE OF SHARES

              An investor may exchange shares between any of the Funds or 
              between shares of the Funds and BNY Hamilton Money Fund (not 
              included herein) without charge. An exchange may be made so 
              long as the shares to be exchanged have a value of at least 
              $500. Accordingly, when establishing a NEW account by exchange, 
              shares of the Fund being exchanged must have a value at least 
              equal to the minimum initial investment required by the fund 
              into which the exchange is being made (currently $2,000 for 
              each of the Funds described in this Prospectus and the 

              'Hamilton Classic Shares' of BNY Hamilton Money Fund). Shares 
              will be exchanged on the basis of relative net asset value per
              share.
 
              Investors who wish to exchange their shares for shares of BNY
              Hamilton Money Fund will not be credited for any sales charge
              previously paid. Exchanges are in effect redemptions from one
              Fund and purchases of another Fund and the usual purchase and
              redemption procedures and requirements are applicable to
              exchanges. See 'Purchase of Shares' and 'Redemption of Shares'.
              Before making any exchange, investors are advised to review the
              sections of this Prospectus pertaining to the specific Fund or
              the appropriate sections of the Prospectus for BNY Hamilton
              Money Fund into which the exchange is being made.
 
              Since an exchange is essentially a redemption from a specific
              Fund, shareholders who exchange shares in any of the Funds for
              shares in any of the other Funds may recognize a capital gain or
              loss for tax purposes. The Funds reserve the right to
              discontinue, alter or limit the exchange privilege at any time.
              At least 60 days' notice will be given to shareholders of any
              material modification or termination. The exchange privilege
              will be honored only in those states where such exchanges are
              legally permissible.

                                 DIVIDENDS AND DISTRIBUTIONS

              EQUITY INCOME FUND
 
              All of the Equity Income Fund's net investment income will be 
              declared as dividends monthly and paid monthly within five (5) 
              Business Days after the end of the month. Dividends and 
              distributions will be payable to shareholders of record at the 
              time of declaration. The Directors may revise the Equity Income 
              Fund's dividend policy without shareholder action.

              INTERMEDIATE GOVERNMENT FUND AND INTERMEDIATE NEW YORK
              TAX-EXEMPT FUND
 
              All of the Intermediate Government Fund and the Intermediate New
              York Tax-Exempt Fund's net investment income will be declared as
              dividends daily and paid monthly within five (5) Business Days
              after the end of the month. Dividends and distributions will be
              payable to shareholders of record at the time of declaration.
              The net investment income of the Intermediate Government Fund
              and the Intermediate New York Tax-Exempt Fund for each Business
              Day will be determined immediately prior to the determination of
              net asset value. Net investment income for other days will be
              determined on the prior Business Day. Shares of the Intermediate
              Government Fund and the Intermediate New York Tax-Exempt Fund
              will begin earning dividends on the next Business Day after the
              date of the investment. See Purchase of

 
                  40

<PAGE> 

              Shares and Redemption of Shares. The Directors may revise the
              dividend policy of these Funds without shareholder action.
 
              Each of the Funds will distribute substantially all of any
              taxable net long-term gains realized on investments to
              shareholders once annually in accordance with requirements under
              the Code, as amended, and other applicable statutory and
              regulatory requirements.
 
              DIVIDEND AND GAIN DISTRIBUTION OPTIONS
 
              Each Fund will pay dividends and gain distributions, if any, in
              accordance with the current option on each shareholder's
              account. If a shareholder does not select a dividend and gain
              option, dividends and gains will be paid in additional shares.
              Shareholders may choose to receive dividends in cash and any
              gain distributions in shares or receive both dividends and any
              gain distributions in cash. A shareholder can change the option
              selected on his or her account by notifying the transfer agent
              in writing at least five (5) Business Days prior to a dividend
              or gain distribution payment date. In the event that a
              shareholder redeems all shares in an account between the record
              date and the payable date, the value of the gain distributions
              declared and payable will be paid in cash regardless of the
              existing election.

                                   NET ASSET VALUE

              Net asset value per share for each Fund will be determined by 
              subtracting from the value of the specific Fund's total assets 
              the amount of its liabilities and dividing the remainder by the 
              number of its outstanding shares, rounding to the nearest one
              cent. Expenses, including the fees payable to the Adviser and 
              the Administrator, are accrued daily. See 'Net Asset Value' in 
              the Statement of Additional Information for more information on 
              valuation of portfolio securities for each Fund.
 
              Each Fund will compute its net asset value once daily on Monday
              through Friday, except that net asset value will not be computed
              on any day in which no orders to purchase or redeem shares have
              been received or on the holidays listed under Net Asset Value in
              the Statement of Additional Information. Each Fund computes net
              asset value as of the close of regular trading of the New York
              Stock Exchange (normally 4:00 P.M., New York City time).

                                    ORGANIZATION
                          

               BNY Hamilton Funds, Inc. is an open-end management investment 
               company that was organized as a Maryland corporation on May 1, 
               1992. As noted under Investment Restrictions, the Equity Income 
               Fund and the Intermediate Government Fund are diversified 
               series of, and the Intermediate New York Tax-Exempt Fund is a 
               non-diversified series of, BNY Hamilton Funds, Inc.
                                                                            41

<PAGE> 

              The Articles of Incorporation of BNY Hamilton Funds, Inc.
              currently permit the company to issue 20,000,000,000 shares of
              common stock, par value $.001 per share, which have been
              allocated among the Funds described in this Prospectus as
              follows:

<TABLE>
<CAPTION>
                                                                                          NUMBER OF SHARES OF
                                        FUND                                            COMMON STOCK AUTHORIZED
                  ------------------------------------------------------------------  ----------------------------
                  <S>                                                                 <C>  
                  Equity Income Fund................................................            200,000,000
                  Intermediate Government Fund......................................            200,000,000
                  Intermediate New York Tax-Exempt Fund.............................            200,000,000
</TABLE> 
              BNY Hamilton Funds, Inc. currently consists of four series,
              although references to the Funds throughout this Prospectus
              relate only to BNY Hamilton Equity Income Fund, BNY Hamilton
              Intermediate Government Fund and BNY Hamilton Intermediate New
              York Tax-Exempt Fund. The Directors may increase the number of
              shares each Fund is authorized to issue without the approval of
              shareholders. The Directors also have the power to designate one
              or more series or classes of shares of common stock and to
              classify and reclassify any unissued shares with respect to such
              series or classes.
 
              Shareholders of each series of BNY Hamilton Funds, Inc. are
              entitled to one vote for each share and to the appropriate
              fractional vote for each fractional share. There is no
              cumulative voting and no shares have preemptive or conversion
              rights. Shares of each Fund must be fully-paid upon issuance and
              thereafter will be non-assessable by BNY Hamilton Funds, Inc.
              and the specific Fund to which they belong. None of the series
              of BNY Hamilton Funds, Inc. intends to hold meetings of
              shareholders annually. The Directors may call meetings of
              shareholders for action by shareholder vote as may be required
              by the 1940 Act, or as permitted by the Articles of
              Incorporation or Bylaws.
 
              BNY Hamilton Funds, Inc., if requested to do so by the holders
              of at least 10% of the shares of all series aggregated as a

              class, will call a meeting of shareholders for the purpose of
              voting upon the question of the removal of a director or
              directors and will assist in communications with other
              shareholders as required by Section 16(c) of the 1940 Act. For
              further organization information, including certain shareholder
              rights, see Description of Shares in the Statement of Additional
              Information.

                                     TAXES

              The following discussion of federal income tax consequences is
              based on the United States federal tax laws in effect on the date
              of this Prospectus. These laws and regulations are subject to
              change by legislative, judicial or administrative action.
              Investors are urged to consult their own tax advisers with
              respect to specific questions as to federal taxes and with
              respect to the applicability of state, local or foreign taxes.
              See Taxes in the Statement of Additional Information. Annual
              statements as to the federal tax status of distributions, and for
              the Intermediate New York Tax-Exempt Fund, as to the portion of
              the Fund's distribution that is attributable to interest that is
              exempt from New York State and New York City personal income tax,
              if applicable, will be mailed to shareholders shortly after the
              end of the year.

                  42

<PAGE> 

              FEDERAL INCOME TAXES
 
              Each Fund intends to qualify as a 'regulated investment company'
              under Subchapter M of the Code. As a regulated investment
              company, each Fund will not be subject to federal income taxes
              on the net investment income and capital gains distributed to
              shareholders, provided that each Fund distributes at least 90%
              of its net investment income and realized net short-term capital
              gains in excess of net long-term capital losses.
 
              UNLESS A SHAREHOLDER INCLUDES HIS OR HER TAXPAYER IDENTIFICATION
              NUMBER (SOCIAL SECURITY NUMBER FOR INDIVIDUALS) ON THE ACCOUNT
              APPLICATION AND CERTIFIES THAT HE OR SHE IS NOT SUBJECT TO
              BACKUP WITHHOLDING, A FUND MAY BE REQUIRED TO WITHHOLD AND REMIT
              TO THE U.S. TREASURY 31% OF TAXABLE DISTRIBUTIONS AND OTHER
              REPORTABLE PAYMENTS TO THE SHAREHOLDER. SHAREHOLDERS SHOULD BE
              AWARE THAT, UNDER REGULATIONS PROMULGATED BY THE INTERNAL
              REVENUE SERVICE, A FUND MAY BE FINED UP TO $50 ANNUALLY FOR EACH
              ACCOUNT FOR WHICH A CERTIFIED TAXPAYER IDENTIFICATION NUMBER IS
              NOT PROVIDED. IN THE EVENT THAT SUCH A FINE IS IMPOSED WITH
              RESPECT TO ANY UNCERTIFIED ACCOUNT IN ANY YEAR, A CORRESPONDING
              CHARGE MAY BE MADE AGAINST THAT ACCOUNT.
 
              EQUITY INCOME FUND AND INTERMEDIATE GOVERNMENT FUND
 

              Distributions from net investment income and net realized
              short-term capital gains in excess of net long-term capital
              losses will be taxable to shareholders of the Equity Income Fund
              and the Intermediate Government Fund as ordinary income, whether
              such distributions are taken in cash or reinvested in additional
              shares. Only a portion of such dividends to corporate
              shareholders of the Equity Income Fund will be eligible for the
              dividends-received deduction. Such distributions will not be
              eligible for the dividends-received deduction to shareholders of
              the Intermediate Government Fund.
 
              Distributions of net long-term capital gains in excess of net
              short-term capital losses will be taxable to shareholders of the
              Equity Income Fund and the Intermediate Government Fund as
              long-term capital gains regardless of how long the shareholders
              have held their shares and regardless of whether taken in cash
              or reinvested in additional shares. Long-term capital gain
              distributions to corporate shareholders will not be eligible for
              the dividends-received deduction.
 
              INTERMEDIATE NEW YORK TAX-EXEMPT FUND
 
              The Intermediate New York Tax-Exempt Fund intends to meet the
              requirements of the Code so that net interest income on
              obligations that are exempt from federal income tax and held by
              the Intermediate New York Tax-Exempt Fund when distributed to
              shareholders, and designated by the Intermediate New York
              Tax-Exempt Fund as 'exempt-interest dividends', will be exempt
              from federal income tax in the hands of shareholders.
 
              Distributions from the Intermediate New York Tax-Exempt Fund's
              taxable net investment income or from net realized short-term
              gains will be taxable to shareholders as ordinary income,
              whether received in cash or in additional shares. Distributions
              will not, generally, be eligible for the dividends-received
              deduction. Distributions of net capital gains, i.e., the excess
              of net long-term capital gains over net short-term capital
              losses, will be taxable to shareholders as long-term capital
              gains, whether received in cash or additional shares, regardless
              of how long a shareholder has held the shares.
 
                                                                            43

<PAGE> 

              Shareholders are urged to consult their tax advisers concerning
              the effect of federal income taxes in their individual
              circumstances. Under the Code, interest on indebtedness incurred
              or continued to purchase or carry shares will not be deductible
              to the extent that the interest relates to exempt-interest
              dividends received by the shareholder. In addition, persons who
              may be 'substantial users' (or 'related persons' of substantial
              users) of facilities financed by industrial development bonds or
              private activity bonds should consult their tax advisers before

              purchasing shares of the Intermediate New York Tax-Exempt Fund.
 
              A portion of the exempt-interest dividends distributed by the
              Intermediate New York Tax-Exempt Fund may be treated as a
              preference item for purposes of the federal alternative minimum
              tax. Moreover, exempt-interest dividends paid to a corporate
              shareholder by the Intermediate New York Tax-Exempt Fund
              (whether or not from interest on private activity bonds) will be
              taken into account in determining its federal alternative
              minimum tax and certain other taxes.
 
              NEW YORK STATE AND NEW YORK CITY TAXES
              (INTERMEDIATE NEW YORK TAX-EXEMPT FUND)
 
              Shareholders who are generally subject to New York State and New
              York City personal income tax on dividends will not be subject
              to such taxes on distributions from the Intermediate New York
              Tax-Exempt Fund to the extent that such distributions qualify as
              exempt-interest dividends that are attributable to federally
              tax-exempt obligations of the State of New York, its
              subdivisions, agencies and instrumentalities. To the extent that
              the Intermediate New York Tax-Exempt Fund's distributions are
              derived from other income, including long-term or short-term
              capital gains, such distributions will not be exempt from New
              York State or New York City personal income taxes.
 
              Dividends of the Intermediate New York Tax-Exempt Fund are not
              excluded in determining New York State and New York City
              franchise taxes on corporations and financial institutions.
 
              Except during temporary defensive periods, the Intermediate New
              York Tax-Exempt Fund will retain at least 80% of the value of
              its net assets in debt obligations which are exempt from federal
              income tax and New York State and New York City personal income
              taxes.

                            ADDITIONAL INFORMATION

              Each Fund will send to its shareholders annual and semi-annual
              reports. The financial statements appearing in the annual reports
              will be audited by independent auditors. Shareholders will also
              receive confirmations of each purchase and redemption and monthly
              statements, reflecting all account activity, including dividends
              reinvested in additional shares or credited as cash. Written
              inquiries about any of the Funds should be sent to BNY Hamilton
              Funds, Department L-1685, Columbus, Ohio 43260-1685.
 
              Any of the Funds may make historical performance information
              available and may advertise yield and effective yield as those
              terms are defined in the Statement of Additional Information
              under Performance Data. All performance figures will be based on
              historical earnings and are not intended to indicate future
              performance. Performance information may be obtained by calling
              the Distributor at 1-800-426-9363.
 
                  44

<PAGE>

                                          APPENDIX
 
                                 TAX-FREE VS. TAXABLE INCOME
                         A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
                                 FOR NEW YORK STATE RESIDENTS
                                   NEW YORK STATE RESIDENT
 
<TABLE>
<CAPTION>
                                                                                     TAX-FREE YIELDS
                  SINGLE             JOINT              COMBINED    -------------------------------------------------
                  RETURN             RETURN             EFFECTIVE    4%    4.5%    5%    5.5%    6%     6.5%     7%
                  ----------------   -----------------  ---------   ----   ----   ----   ----   -----   -----   -----
                                                                          TAXABLE EQUIVALENT YIELDS
                                                        -------------------------------------------------------------
                  <S>                <C>                <C>         <C>    <C>    <C>    <C>    <C>     <C>     <C>
                                      $      0- 40,100    21.06     5.07   5.70   6.33   6.97    7.60    8.23    8.87
                  $      0- 24,000                        21.06     5.07   5.70   6.33   6.97    7.60    8.23    8.87
                                      $ 40,101- 96,900    33.13     5.98   6.73   7.48   8.22    8.97    9.72   10.47
                  $ 24,001- 58,150                        33.13     5.98   6.73   7.48   8.22    8.97    9.72   10.47
                                      $ 96,901-147,700    35.92     6.24   7.02   7.80   8.58    9.36   10.14   10.92
                  $ 58,151-121,300                        35.92     6.24   7.02   7.80   8.58    9.36   10.14   10.92
                                      $147,701-263,750    40.56     6.73   7.57   8.41   9.23   10.09   10.94   11.78
                  $121,301-263,750                        40.56     6.73   7.57   8.41   9.23   10.09   10.94   11.78
                                      $263,751-           43.90     7.13   8.02   8.91   9.80   10.70   11.59   12.48
                  $263,751-                               43.90     7.13   8.02   8.91   9.80   10.70   11.59   12.48
</TABLE>

              To compare the yield of a taxable security with the yield of a
              tax-free security, find your taxable income and read across. These
              tables incorporate current federal and applicable New York State
              income tax rates for 1996 and assume that all income would
              otherwise be taxable at the investor's highest tax rates. Yield
              figures are only provided as examples.

              Based upon net amount subject to federal income tax after itemized
              deductions and exemptions. These tables do not reflect other
              possible tax factors such as the alternative minimum tax,
              additional itemized deductions other than the New York State
              income tax, personal exemptions, the phase out of exemptions
              and/or itemized deductions and the possible partial disallowance
              of deductions. Consequently, investors are urged to consult their
              own tax advisers in this regard.
 
                                                                              45

<PAGE>

                                                           BNY HAMILTON
                                                           FUNDS
 
                                                           Prospectus
                                                           April 29, 1996
                                                           (As revised
                                                           July 15, 1996)
 
                                                           o EQUITY INCOME FUND
 
                                                           o INTERMEDIATE
                                                             GOVERNMENT FUND
 
                                                           o INTERMEDIATE NEW
                                                             YORK TAX-EXEMPT
                                                             FUND




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