PACIFIC CAPITAL FUNDS, 497, 1998-03-17

PACIFIC CAPITAL FUNDS
497, 1998-03-17

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<PAGE> 1

PACIFIC CAPITAL FUNDS

GROWTH AND INCOME FUND
GROWTH STOCK FUND
BALANCED FUND

3435 Stelzer Road
Columbus, Ohio 43219-3035

Pacific Capital Funds (the "Trust") is a professionally managed, open-end,
management investment company with multiple funds available for investment. This
Prospectus contains information about three of the funds of the Trust--the
Growth and Income Fund, the Growth Stock Fund and the Balanced Fund (each a
"Fund" and collectively, the "Funds"). The Funds are advised by Pacific Century
Trust ("Pacific Century"), a division of Bank of Hawaii and sponsored,
administered and distributed by BISYS Fund Services ("BISYS" or the
"Distributor"). The Balanced Fund has not yet commenced operations.

This Prospectus relates to the Class A and Class B shares of each Fund;
certain investors may qualify to invest in a Fund's Class Y shares, which are
not offered hereby. See "General Information--Description of the Trust and its
Shares." This Prospectus sets forth concisely the information a prospective
investor should know before investing in any of the Funds. Investors should read
this Prospectus carefully and retain it for future reference. A Statement of
Additional Information ("SAI") dated November 29, 1997 (as supplemented on March
4, 1998), containing additional information about the Funds has been filed with
the Securities and Exchange Commission (the "Commission") and is hereby
incorporated by reference into this Prospectus. The SAI is available without
charge and can be obtained by writing to the Funds at the address printed above
or by calling 800-258-9232.

FOR PURCHASE, REDEMPTION, ACCOUNT OR GENERAL INQUIRIES, CONTACT THE TRUST AT:
PACIFIC CAPITAL FUNDS, P.O. BOX 182130, COLUMBUS, OHIO 43218-2130.

800-258-9232

THIS PROSPECTUS SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE

------------------------
SHARES OF PACIFIC CAPITAL FUNDS ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR
GUARANTEED BY, BANK OF HAWAII OR ANY OF ITS AFFILIATES. SUCH SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
AGENCY. AN INVESTMENT IN THE FUNDS INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.

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

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

PROSPECTUS DATED NOVEMBER 29, 1997

(AS SUPPLEMENTED ON MARCH 16, 1998)

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Highlights.................................................. 1
Fund Expenses............................................... 3
Financial Highlights........................................ 5
Investment Objectives and Policies of the Funds............. 6
Additional Discussion Regarding Permitted Investment
Activities................................................ 7
Additional Investment Restrictions.......................... 14
Management, Advisory and Other Service Arrangements......... 15
Valuation of Class A and Class B Shares..................... 17
How to Purchase Class A and Class B Shares.................. 18
How to Redeem Class A and Class B Shares.................... 24
Dividend and Tax Information................................ 26
General Information......................................... 28
</TABLE>

<PAGE> 3

HIGHLIGHTS

This Prospectus describes the Funds, each of which has its own distinct
investment objectives and policies, which are described and summarized here.

GROWTH AND INCOME FUND--The primary investment objective of the Growth and
Income Fund, a diversified portfolio, is to seek current income. A secondary
objective of the Growth and Income Fund is long-term capital appreciation.
Growth and Income Fund pursues these objectives by investing primarily in a
diversified portfolio of high quality, dividend paying common stocks and
securities that are convertible into common stocks.

GROWTH STOCK FUND--The primary investment objective of the Growth Stock
Fund, a diversified portfolio, is to provide investors with long-term capital
appreciation. Income generation is a secondary objective of the Growth Stock
Fund. Growth Stock Fund pursues these objectives by investing primarily in
common stocks and securities that are convertible into common stocks of both
domestic and foreign companies. The Growth Stock Fund may invest in securities
issued by large, well-established companies, as well as those issued by smaller
companies, subject to a minimum market capitalization of $50 million. There may
be some additional risks associated with investments in smaller companies. See
"Additional Discussion Regarding Permitted Investment Activities--Additional
Risk Disclosure."

BALANCED FUND--The primary investment objective of the Balanced Fund, a
diversified portfolio, is to seek current income. A secondary objective of the
Balanced Fund is long-term capital appreciation. The Balanced Fund pursues these
objectives by investing in a diversified portfolio of common stocks, preferred
stocks, bonds and securities that are convertible into common stocks. Common
stocks will be selected on the basis of strong earnings growth trends,
above-average prospects for future earnings growth, and diversification among
industries and companies. Preferred stocks, bonds and convertible securities
will be selected on the basis of strong earnings and credit record, the ability
to provide current income, and the other characteristics described above with
respect to common stocks.

CERTAIN RISKS

Stocks held in the Funds' portfolios are subject to market risk (i.e., the
possibility that common stock prices will decline over short or even extended
periods). The U.S. stock market experiences periods when stock prices rise and
periods when stock prices decline. The Growth Stock Fund may invest a
significant portion of its assets in the securities of smaller and newer
issuers. Investments in such companies may present greater opportunities for
capital appreciation because of high potential earnings growth, but they may
also involve greater risk. Such companies, relative to larger concerns, may have
limited product lines, markets or financial resources, or may depend on a small
group of key managers. Their securities may trade less frequently or in limited
volume, or only in the over-the-counter market or on a regional securities
exchange. As a result, these securities may fluctuate in value more than those
of larger, more established companies and, as a group, may suffer more severe
price declines during periods of generally declining equity prices.

There can, of course, be no assurance that any mutual fund will achieve its
investment objective. In addition, unlike insured bank deposits, an investment
in the Funds is not insured against loss of principal. Equity securities such as
those in which the Funds may invest are more volatile and carry more risk than
some other forms of investment, such as short-term high-grade fixed income
securities. Depending upon the performance of a Fund's investments, the net
asset value per share of that Fund may decrease instead of increase.

PROSPECTUS

1
<PAGE> 4

For additional information concerning the investment policies and practices
of the Funds, see "Investment Objectives and Policies of the Funds," "Additional
Discussion Regarding Permitted Investment Activities" and "Additional Investment
Restrictions" in this Prospectus. Further information also is provided in the
SAI.

PURCHASE OF CLASS A AND CLASS B SHARES

Class A and Class B shares of each Fund are sold on a continuous basis and
may be purchased by mail or by electronic transfer. See "How to Purchase Class A
and Class B Shares." Initial purchases may be made with a minimum investment of
$1,000 (the $1,000 minimum may be waived or reduced for certain accounts; the
minimum initial purchase is $250 for Individual Retirement Accounts ("IRAs") and
$100 for Auto Invest Plan participants). Subsequent investments may be made with
as little as $50. For more information about purchasing Fund shares call ADM at
1-800-258-9232 or contact your Participating Organization (defined below).

Class A shares of the Funds are offered at net asset value plus a sales
load at the time of purchase. Class B shares of the Funds are offered at net
asset value without the imposition of a sales charge at the time of purchase,
but are charged a deferred sales charge if shares are redeemed within six years
of purchase. See "Valuation of Class A and Class B Shares." Only institutions
(including Bank of Hawaii and its affiliated and correspondent banks)
("Institutions") acting on behalf of customers having a qualified trust account,
employee benefit account or other qualifying relationship at such Institution
are eligible to invest in the Class Y shares of each Fund, which are not offered
hereby. See "General Information."

DIVIDENDS AND DISTRIBUTIONS

The Funds will declare and pay dividends of substantially all of their net
income monthly. Any net capital gains of a Fund will be distributed at least
annually. At an investor's choice, dividends are paid by mail, directly
deposited into a financial institution account, or automatically reinvested,
without sales charges, in additional shares at the then-current net asset value.
If no election is made, dividends will be automatically reinvested. See
"Dividend and Tax Information."

PACIFIC CENTURY AND BISYS

For its services as investment adviser to the Funds, Pacific Century
receives a fee from each Fund at annual rates that are based on the Fund's
average daily net assets. See "Fund Expenses" and "Management, Advisory and
Other Service Arrangements." A division of Bank of Hawaii, Pacific Century was
founded in 1898 and is the oldest and largest trust company in Hawaii. It has
investment management authority over approximately $7.5 billion in client
financial assets. Pacific Century is not authorized to and does not carry on a
banking business.

BISYS provides certain administrative services to the Funds, for which each
Fund pays it a fee at an annual rate based on the Fund's average daily net
assets. BISYS also distributes the Funds' shares, for which it may receive
certain additional fees. See "Management, Advisory and Other Service
Arrangements."

REDEMPTION OF CLASS A AND CLASS B SHARES

Class A and Class B shares may ordinarily be redeemed by mail or by
telephone. However, all or part of a customer's shares may be subject to
redemption in accordance with instructions and limitations pertaining to his or
her account held by a Participating Organization. See "How to Redeem Class A and
Class B Shares."

PROSPECTUS

2
<PAGE> 5

FUND EXPENSES

The following Table of Expenses lists the costs and expenses that a
shareholder can expect to incur as an investor in Class A and Class B shares of
a Fund. Certain investors may qualify to invest in a Fund's Class Y shares,
which are not offered hereby. Long-term Class A and Class B shareholders could
pay more in distribution related charges than the economic equivalent of the
maximum front-end sales charges applicable to mutual funds sold by members of
the National Association of Securities Dealers, Inc. ("NASD").

TABLE OF EXPENSES(a)

<TABLE>
<CAPTION>
GROWTH AND GROWTH BALANCED
INCOME FUND STOCK FUND FUND
-------------------- -------------------- --------------------
CLASS A CLASS B(b) CLASS A CLASS B(b) CLASS A CLASS B(b)
------- ---------- ------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on
Purchases
(as a percentage of offering
price)........................ 4.00% None 4.00% None 4.00% None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price)... None None None None None None
Deferred Sales Load (as a
percentage of original purchase
price or redemption proceeds, as
applicable)..................... None 5.00% None 5.00% None 5.00%
Redemption Fee(c).................. None None None None None None
Exchange Fee....................... None None None None None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net
assets)
Management Fees.................... 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
12b-1 Fees (after waivers)......... 0.25% 1.00% 0.25% 1.00% 0.25% 1.00%
Other Expenses (after waivers and
reimbursements)................. .27% .27% .27% .27% .27% .27%
Total Fund Operating Expenses
(after waivers)................. 1.32% 2.07% 1.32% 2.07% 1.32% 2.07%
</TABLE>

EXAMPLE

A shareholder would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return(d) and (2) redemption at the end of each time
period.

<TABLE>
<CAPTION>
GROWTH AND GROWTH BALANCED
INCOME FUND STOCK FUND FUND
-------------------- -------------------- --------------------
CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Time Period
1 year......................... $53 $71 $53 $71 $53 $71
3 years........................ $80 $95 $80 $95 $80 $95
5 years........................ $109 $131 $109 $131 $109 $131
10 years....................... $193 $221 $193 $221 $193 $221
</TABLE>

A shareholder would pay the following expenses on the same $1,000
investment, assuming no redemption.

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1 year......................... -- $21 -- $21 -- $21
3 years........................ -- $65 -- $95 -- $95
5 years........................ -- $111 -- $111 -- $111
10 years....................... -- $221 -- $221 -- $221
</TABLE>

PROSPECTUS

3
<PAGE> 6

- ------------
(a) Investors who purchase shares through a Participating Organization,
including an affiliate of Pacific Century or an Institution (as defined
above), may be charged account-level fees for additional services provided
to them by such Participating Organization in connection with investment in
a Fund.
(b) Class B shares automatically convert to Class A shares approximately eight
years after initial purchase. See "Conversion of Class B shares to Class A
shares."
(c) The Transfer Agent will reduce the amount of a wire redemption payment by
its then current wire redemption charge. As of the date of this Prospectus,
there is no charge for wire redemptions. While this policy is subject to
change at any time, it is not anticipated that such charge would exceed $7
per wire redemption.
(d) The assumed 5% annual return is hypothetical and should not be considered a
representation of past or future annual return. The actual rate of return
may be greater or lesser than the assumed rate. The Example should not be
considered a representation of past or future expenses, and actual expenses
may be greater or lesser than those shown.

EXPLANATION OF TABLE

The purpose of the foregoing table is to assist shareholders in
understanding the various costs and expenses that an investor in the Class A and
Class B shares of the Funds will bear directly or indirectly. With respect to
the Class A shares of Growth Stock Fund and Growth and Income Fund, the amounts
set forth under "Annual Fund Operating Expenses," as well as expense amounts
used in the Example, are based on actual amounts incurred during the most recent
fiscal year. With respect to the Class B shares of Growth Stock Fund and Growth
and Income Fund (which have not been publicly offered as of the date of this
Prospectus) all such amounts are based on estimated amounts for the current
fiscal year. With respect to the Class A and Class B shares of Balanced Fund
(which has not yet commenced operations as of this date of this Prospectus) all
such amounts are based on estimated amounts for the current fiscal year. See
"Management, Advisory and Other Service Arrangements--The Sponsor, Administrator
and Distributor." In addition, with respect to the Class A shares of the Funds,
"Rule 12b-1 Fees" have been adjusted to reflect the current fee payable (after
voluntary waiver) as of the date of this Prospectus. The Example set forth above
assumes reinvestment of all dividends and distributions and utilizes a 5% annual
rate of return as mandated by Securities and Exchange Commission regulations.

Pacific Century and BISYS each may elect, in its sole discretion, to
otherwise waive or reimburse its respective fees. Any such waivers or
reimbursements will reduce the total expenses of the Fund to which they apply,
thereby increasing yield or total return. As described above, with respect to
the Class A shares, the percentages shown above under "12b-1 Fees," "Other
Expenses" and "Total Fund Operating Expenses" for the Funds reflect voluntary
fee waivers and reimbursements. Absent such waivers and reimbursements, these
percentages would be (i) 0.75%, 0.31%, and 1.86% for the Class A shares of
Growth Stock Fund; (ii) 0.75%, 0.31% and 1.86% for the Class A shares of Growth
and Income Fund; and (iii) 0.75%, 0.31% and 1.86% for the Class A shares of
Balanced Fund. With respect to the Class B shares, the percentages shown above
under "Other Expenses" and "Total Fund Operating Expenses" for the Funds reflect
voluntary fee waivers and reimbursements. Absent such waivers and
reimbursements, these percentages would be (i) 0.31% and 2.11% for the Class B
shares of Growth Stock Fund; (ii) 0.31% and 2.11% for the Class B shares of
Growth and Income Fund; and, (iii) 0.31% and 2.11% for the Class B shares of
Balanced Fund. There can be no assurance that the foregoing waivers and expense
reimbursements will continue to apply.

PROSPECTUS

4
<PAGE> 7

FINANCIAL HIGHLIGHTS

The Financial Highlights in the table below set forth certain financial
data and investment results of the Growth Stock Fund and Growth and Income Fund
since the commencement of operations of the Class A shares of these Funds, and
are expressed in one share outstanding throughout the relevant period. The
Financial Highlights are derived from the financial statements of Pacific
Capital Funds which have been audited by Ernst & Young LLP, independent
auditors. The Financial Highlights should be read in conjunction with the
financial statements, related notes, and other financial information included in
the Statement of Additional Information. The Trust's annual report contains
additional performance information relating to the Funds and is available upon
request, without charge. Financial information is not presented for Class B
shares, since Class B shares were not publicly issued as of the date of this
Prospectus.

<TABLE>
<CAPTION>
GROWTH AND INCOME FUND GROWTH STOCK FUND
CLASS A CLASS A
--------------------------------- ---------------------------------------------
YEAR YEAR OCT. 14, YEAR YEAR YEAR NOV. 1,
ENDED ENDED 1994 TO ENDED ENDED ENDED 1993 TO
JULY 31, JULY 31, JULY 31, JULY 31, JULY 31, JULY 31 JULY 31,
1997 1996 1995(a) 1997 1996 1995(f) 1994(a)
-------- -------- -------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD.......................... $ 12.32 $ 11.44 $ 10.00 $ 11.89 $ 11.71 $ 9.83 $ 10.00
-------- -------- -------- -------- -------- -------- --------
Investment Activities
Net investment income.......... 0.08 0.16 0.17 0.03 0.07 0.12 0.07
-------- -------- -------- -------- -------- -------- --------
Net realized and unrealized
gain (loss) on investments.... 5.57 1.19 1.44 5.55 0.89 1.87 (0.18)
-------- -------- -------- -------- -------- -------- --------
Total from Investment
Activities.................. 5.65 1.35 1.61 5.58 0.96 1.99 (0.11)
-------- -------- -------- -------- -------- -------- --------
Distributions
Net investment income.......... (0.08) (0.15) (0.17) (0.03) (0.07) (0.11) (0.06)
-------- -------- -------- -------- -------- -------- --------
In excess of net investment
income........................ (0.01) (0.01) -- (0.01) -- -- --
-------- -------- -------- -------- -------- -------- --------
Net realized gains............. (0.63) (0.31) -- -- (0.22) -- --
-------- -------- -------- -------- -------- -------- --------
In excess of net realized
gains......................... -- -- -- -- (0.49) -- --
-------- -------- -------- -------- -------- -------- --------
Total Distributions.......... (0.72) (0.47) (0.17) (0.04) (0.78) (0.11) (0.06)
-------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD... $ 17.25 $ 12.32 $ 11.44 $ 17.43 $ 11.89 $ 11.71 $ 9.83
======== ======== ======== ======== ======== ======== ========
Total Return (excludes sales
charges)........................ 47.59% 11.96% 16.35%(b) 47.02% 8.25% 20.43% (1.05%)(b)
RATIOS/SUPPLEMENTARY DATA:
Net assets at end of period
(000)......................... $ 3,726 $ 1,160 $ 328 $ 9,742 $ 5,261 $ 3,905 $ 56,121
Ratio of expenses to average
net assets.................... 1.32% 1.37% 1.40%(c) 1.32% 1.34% 1.36% 1.41%(c)
Ratio of net investment income
to average net assets......... 0.48% 1.03% 2.08%(c) 0.16% 0.60% 1.12% 0.98%(c)
Ratio of expenses to average
net assets*................... 1.86% 1.91% 1.99%(c) 1.86% 1.88% 1.98% 2.31%(c)
Ratio of net investment income
to average net assets*........ (0.06%) 0.49% 1.49% (0.38%) 0.06% 0.50% 0.07%(c)
Portfolio Turnover (d)........... 74.83% 80.83% 12.78% 32.20% 61.30% 32.40% 25.89%
Average Commission Rate paid
(e)............................. $ 0.0874 $ 0.0921 -- $ 0.0893 $ 0.0895 -- --
</TABLE>

- ------------
* During the period, certain fees were voluntarily reduced. In addition, with
respect to the Growth Stock Fund, the investment adviser reimbursed
expenses. If such voluntary fee reductions and expense reimbursements had
not occurred, the ratios would have been as indicated.
(a) Period from commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund, as a whole,
without distinguishing between the classes of shares issued.
(e) Represents the total dollar amount of commissions paid on portfolio
transactions divided by total number of portfolio shares purchased and sold
for which commissions were charged.
(f) The Financial Highlights presented for the Class A shares reflects
operations and distributions for the Fund, as a whole, for the period from
August 1, 1994 through October 13, 1994 combined with the operations and
distributions of the Class A shares only for the period from October 14,
1994 through July 31, 1995.

Balanced Fund has not yet commenced operations and, therefore, no
information is provided for the Fund.

PROSPECTUS

5
<PAGE> 8

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

Each Fund has its own investment objectives, as described earlier in this
Prospectus. Each Fund also follows its own investment policies and practices,
subject to certain investment restrictions, all described further below and in
"Additional Discussion Regarding Permitted Investment Activities." The SAI also
contains more specific descriptions of investment restrictions which govern the
investments of each of the Funds.

GROWTH AND INCOME FUND

The Growth and Income Fund invests primarily in a diversified portfolio of
high quality, dividend-paying common stocks and securities convertible into
common stocks. The Growth and Income Fund anticipates investing in securities
that currently have in the aggregate an above average dividend yield, with the
anticipation that the dividend will remain constant or be increased in the
future. These securities generally represent the core holdings of the Growth and
Income Fund. However, these holdings may be balanced with lower yielding but
higher growth-oriented securities to achieve more growth potential. Under normal
market conditions, the Growth and Income Fund will invest at least 65% of the
value of its total assets in income producing common stocks and securities
convertible into common stocks.

GROWTH STOCK FUND

The Growth Stock Fund invests primarily in common stocks and securities
that are convertible into common stocks of both domestic and foreign companies.
Under normal market conditions, the Growth Stock Fund will invest at least 65%
of its total assets in common stocks or securities convertible into common
stocks.

BALANCED FUND

The Balanced Fund will invest primarily in common stocks, preferred stocks,
bonds, and securities that are convertible into common stocks. Under normal
market conditions, the Balanced Fund will invest in common stocks, fixed income
securities and securities convertible into common stocks (i.e., warrants,
convertible preferred stock, fixed rate preferred stock, convertible
fixed-income securities, options and rights). At least 25% of the value of the
Balanced Fund's assets will be invested in senior fixed-income securities.

The Balanced Fund will invest in common stocks of issuers that exhibit
strong earnings growth trends and that are believed by the Fund to have
above-average prospects for future earnings growth. The Balanced Fund will
maintain a portfolio of common stocks diversified among industries and
companies. The Balanced Fund may invest in common stocks of large companies
(i.e., those companies with more than $750 million in capitalization) which the
Fund believes offer the potential for long-term earnings growth and/or
above-average dividend yield. Some investments may also be made in common stocks
of medium and smaller sized companies (i.e., those companies with at least $250
million, but less than $750 million in capitalization) which have the potential
to generate high levels of future revenue and earnings growth and where the
investment opportunity may not be fully reflected in the price of the securities
but which may involve greater volatility than investments in larger companies.

The Balanced Fund intends to invest less than 50% of its total assets in
the securities of medium and smaller sized companies and the remainder in
securities of larger sized companies. However, the actual percentage may vary
according to changes in market conditions and the judgment of Pacific Century of
how best to achieve the Balanced Fund's investment objective. For risk
disclosure regarding investments in medium and smaller sized companies, see
"Highlights--Certain Risks."

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

Debt obligations acquired by the Funds will, at the time of purchase, be
rated investment grade or better, that is, obligations rated in one of the top
four rating categories assigned by a nationally recognized statistical rating
organization (an "NRSRO"), or unrated obligations determined by Pacific Century
to be of comparable quality. See SAI, "Appendix A."

PROSPECTUS

6
<PAGE> 9

ADDITIONAL DISCUSSION REGARDING PERMITTED INVESTMENT ACTIVITIES

CONVERTIBLE SECURITIES

To the extent described above, the Funds may invest in convertible
securities that provide current income and are issued by companies with the
characteristics described above. The Funds may purchase convertible securities
that are fixed-income debt securities or preferred stocks, and which may be
converted at a stated price within a specified period of time into a certain
quantity of the common stock of the same or other issuers. Convertible
securities, while usually subordinated to nonconvertible debt securities of the
same issuer, are senior to common stocks in an issuer's capital structure.
Convertible securities may offer more flexibility by providing the investor with
a steady income stream (generally yielding a lower amount than nonconvertible
securities of the same issuer and a higher amount than common stocks) as well as
the opportunity to take advantage of increases in the price of the issuer's
common stock through the conversion feature. Convertible securities prices tend
to be influenced by changes in the market value of the common stock as well as
changes in interest rates. Convertible securities in which the Funds invest are
subject to the same rating criteria as the Funds' investments in debt
obligations. See "Investment Objectives and Polices of the Funds," above.

U.S. GOVERNMENT OBLIGATIONS

Each of the Funds may invest in U.S. Government Obligations which include,
in addition to U.S. Treasury Securities, the obligations of Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage Association
("GNMA"), Student Loan Marketing Association ("SLMA"), Federal National Mortgage
Association ("FNMA"), Resolution Trust Corporation and Federal Home Loan
Mortgage Corporation ("FHLMC"). U.S. Treasury Securities and certain other
obligations of certain agencies and instrumentalities of the U.S. Government,
such as those of the GNMA, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Export-Import Bank of the United
States, are supported by the right of the issuer to borrow from the U.S.
Treasury; others, such as those of FNMA, are supported by the discretionary
authority of the U.S. Government to purchase the agency's obligations; still
others, such as those of the SLMA, are supported only by the credit of the
instrumentality. No assurance can be given that the U.S. Government would
provide financial support to U.S. Government sponsored instrumentalities if it
is not obligated to do so by law. Some of these instruments may be variable or
floating rate instruments. The Funds will invest in the obligations of such
instrumentalities only when Pacific Century believes that the credit risk with
respect to the instrumentality is minimal.

BANK AND SAVINGS AND LOAN OBLIGATIONS

Each of the Funds may invest in Bank and Savings and Loan obligations.
These obligations include negotiable certificates of deposit, fixed-time
deposits, bankers' acceptances, and interest bearing demand accounts. The Funds
limit their bank investments to dollar-denominated obligations of U.S.,
Canadian, Asian or European banks which have more than $500 million in total
assets at the time of investment or of United States savings and loan
associations which have more than $1 billion in total assets at the time of
investment and, in the case of U.S. banks, are members of the Federal Reserve
System or are examined by the Comptroller of the Currency or whose deposits are
insured by the Federal Deposit Insurance Corporation.

COMMERCIAL PAPER

Each of the Funds may invest in commercial paper that is rated at the time
of purchase in the highest short-term rating category by an NRSRO or unrated if
considered by Pacific Century to be of comparable quality. Commercial paper
includes short-term unsecured promissory notes, and variable floating rate
demand notes issued by domestic and foreign bank holding companies, corporations
and

PROSPECTUS

7
<PAGE> 10

financial institutions as well as similar taxable and tax-exempt instruments
issued by government agencies and instrumentalities.

CORPORATE SECURITIES

Each of the Funds may invest in debt securities issued by domestic
corporations, U.S. dollar-denominated debt securities issued by Canadian
corporations, Yankee bonds and supra-national obligations. Yankee bonds are U.S.
dollar-denominated obligations issued by foreign governments or companies.
Supra-national obligations are U.S. dollar-denominated obligations issued by
international entities such as the World Bank and the Inter-American Development
Bank.

PREFERRED STOCK

Each of the Funds may invest in preferred stock which is a class of capital
stock that pays dividends at a specified rate and that has preference over
common stock in the payment of dividends and the liquidation of assets.
Preferred stock does not ordinarily carry voting rights.

ILLIQUID SECURITIES

Each of the Funds may invest in illiquid securities. The Funds will not
knowingly invest more than 15% of the value of their respective net assets in
securities that are illiquid. Repurchase agreements with a duration of more than
seven days, time deposits that do not provide for payment to a Fund within seven
days after notice, Guaranteed Investment Contracts ("GICs") and most commercial
paper issued in reliance upon the exemption in Section 4(2) of the Securities
Act of 1933 (the "1933 Act") (other than variable amount master demand notes
with maturities of nine months or less) are subject to this 15% limit.

If otherwise consistent with its investment objectives and policies, any of
the Funds may purchase securities which are not registered under the 1933 Act
but which can be sold to "qualified institutional buyers" in accordance with
Rule 144A under the 1933 Act. Any such security will not be considered illiquid
so long as it is determined by Pacific Century, acting under guidelines and
procedures that are developed, established and monitored by the Board of
Trustees, that an adequate trading market exists for that security. This
investment practice could have the effect of increasing the level of illiquidity
in the Funds during any period that qualified institutional buyers become
uninterested in purchasing these restricted securities. The ability to sell to
qualified institutional buyers under Rule 144A is a recent development, and it
is not possible to predict how this market will develop.

BORROWINGS

Each Fund may borrow from banks up to 20% of the current value of its net
assets for temporary purposes in order to meet redemptions. Each Fund may borrow
funds for temporary purposes by entering into reverse repurchase agreements
which are considered to be borrowings under the Investment Company Act of 1940
(the "1940 Act"). At the time a Fund enters into a reverse repurchase agreement
(an agreement under which the Fund sells portfolio securities and agrees to
repurchase them at an agreed upon date and price), it will place in a segregated
custodial account cash or other liquid assets having a value equal to or greater
than the repurchase price (including accrued interest) and will subsequently
monitor the account so that such value is maintained. Reverse repurchase
agreements involve the risk that the market value of the securities sold by a
Fund may decline below the price of the securities it is obligated to
repurchase. The Funds would pay interest on amounts obtained pursuant to a
reverse repurchase agreement.

LOANS OF PORTFOLIO SECURITIES

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facts and circumstances, including the creditworthiness of the broker, dealer or
financial institution. Any loans of portfolio securities will be fully
collateralized based on values that are marked to market daily by Pacific
Century. No Fund will enter into any portfolio security lending arrangement
having a duration of longer than one year. Any securities that a Fund may
receive as collateral will not become part of such Fund's portfolio at the time
of the loan and, in the event of a default by the borrower, the Fund will, if
permitted by law, dispose of such collateral except for such part thereof that
is a security in which such Fund may invest. During the time securities are on
loan, the borrower will pay the Fund any accrued income on those securities, and
the Fund may invest the cash collateral and earn additional income or receive an
agreed-upon fee from a borrower that had delivered cash-equivalent collateral.
No Fund will lend securities having a value that exceeds 30% of the current
value of its total assets. Loans of securities by a Fund will be subject to
termination at the Fund's or the borrower's option. The Funds may pay reasonable
administrative and custodial fees in connection with a securities loan and may
pay a negotiated portion of the interest or fee earned with respect to the
collateral to the borrower or the placing broker. Borrowers and placing brokers
may not be affiliated, directly or indirectly, with the Trust, Pacific Century,
or BISYS.

FUTURES CONTRACTS AND RELATED OPTIONS

Each of the Funds may enter into contracts for the future delivery of
securities and futures contracts based on a specific security, class of
securities, or an index, purchase or sell options on any such futures contracts
and engage in related closing transactions. A futures contract on a securities
index is an agreement obligating either party to pay, and entitling the other
party to receive, while the contract is outstanding, cash payments based on the
level of a specified securities index.

The Funds may engage in such futures contracts in an effort to hedge
against market risks and/or manage cash flow into the Funds. For example, when
interest rates are expected to rise or market values of portfolio securities are
expected to fall, the Funds can seek through the sale of futures contracts to
offset a decline in the value of its portfolio securities. When interest rates
are expected to fall or market values are expected to rise, the Funds, through
the purchase of such contracts, can attempt to secure better rates or prices for
the Funds than might later be available in the market when it effects
anticipated purchases. Alternatively, futures may be used to manage cash flows
into and out of the Funds. For example, the investment manager may wish to be
fully invested in a particular asset class. Through the use of futures, the
manager can achieve this objective immediately while temporarily deferring
industry and security selection, in the interest of timeliness.

The acquisition of put and call options on futures contracts will,
respectively, give the Funds the right (but not the obligation), for a specified
price, to sell or to purchase the underlying futures contract, upon exercise of
the option, at any time during the option period.

Aggregate initial margin deposits for futures contracts, and premiums paid
for related options, may not exceed five percent of each Fund's total assets,
and the value of securities that are the subject of such futures and options
(both for receipt and delivery) may not exceed one-third of the market value of
each Fund's total assets. Futures transactions will be limited to the extent
necessary to maintain each Fund's qualification as a regulated investment
company.

Futures transactions involve brokerage costs and require the Funds to
segregate assets to cover its obligations under futures, or to cover its
obligations by owning the assets underlying open futures contracts. The Funds
may lose the expected benefit of futures transactions if interest rates,
exchange rates or securities prices move in an unanticipated manner. Such losses
are potentially significant and unanticipated changes may also result in poorer
overall performance than if the Funds had not entered into any futures
transactions. In addition, the value of each Fund's futures positions may not
prove to be perfectly or even highly correlated with the value of its portfolio
securities, limiting each Fund's ability to hedge effectively against interest
rate, exchange rate

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<PAGE> 12

and/or market risk and giving rise to additional risks. There is no assurance of
liquidity in the secondary market for purposes of closing out futures positions.
Where a liquid secondary market does not exist, a Fund is unlikely to be able to
control losses by closing out futures positions. Finally, gains and losses on
investments in options and futures depend on Pacific Century's ability to
predict correctly the direction of stock prices, interest rates and other
economic factors.

ASSET BACKED SECURITIES

Each of the Funds may invest in Asset Backed Securities. Asset Backed
Securities arise through the grouping by governmental, government-related, and
private organizations of loans, receivables, and other assets originated by
various lenders. Asset Backed Securities acquired by a Fund consist of both
mortgage and non-mortgage backed securities. Interest in pools of these assets
differ from other forms of debt securities, which normally provide for periodic
payment of interest in fixed amounts with principal paid at maturity or
specified call dates. Instead, Asset Backed Securities provide periodic payments
which generally consist of both interest and principal payments.

The life of an Asset Backed Security varies with the prepayment experience
with respect to the underlying debt instruments. The rate of such prepayments,
and hence the life of an Asset Backed Security, will be primarily a function of
current market interest rates, although other economic and demographic factors
may be involved. For example, falling interest rates generally result in an
increase in the rate of prepayments of mortgage loans while rising interest
rates generally decrease the rate of prepayments. An acceleration in prepayments
in response to sharply falling interest rates will shorten the security's
average maturity and limit the potential appreciation in the security's value
relative to a conventional debt security. Consequently, Asset Backed Securities
are not as effective in locking in high, long-term yields. Conversely, in
periods of sharply rising rates, prepayments are generally slow, increasing the
security's average life and its potential for price depreciation.

Mortgage backed securities represent an ownership interest in a pool of
residential mortgage loans, the interest in which is in most cases issued and
guaranteed by an agency or instrumentality of the U.S. Government, though not
necessarily by the U.S. Government itself.

One such type of mortgage backed security is a GNMA Certificate. GNMA
Certificates are backed as to the timely payment of principal and interest by
the full faith and credit of the U.S. Government. Another type is a FNMA
Certificate; the principal and interest of which are guaranteed only by FNMA
itself, not by the full faith and credit of the U.S. Government. Another type is
a FHLMC Participation Certificate. This type of obligation is guaranteed by
FHLMC as to timely payment of principal and interest. However, like a FNMA
security, it is not guaranteed by the full faith and credit of the U.S.
Government. Mortgage backed securities issued by private issuers, whether or not
such obligations are subject to guarantees by the private issuer, may entail
greater risk than obligations directly or indirectly guaranteed by the U.S.
Government. Such securities will be purchased for the Funds only when Pacific
Century determines that they are readily marketable at the time of purchase.

The average life of mortgage backed securities varies with the maturities
of the underlying mortgage instruments, which have maximum maturities of 40
years. The average life is likely to be substantially less than the original
maturity of the mortgage pools underlying the securities as the result of
mortgage prepayments, mortgage refinancings, or foreclosures. The rate of
mortgage prepayments, and hence the average life of the certificates, will be a
function of the level of interest rates, general economic conditions, the
location and age of the mortgage and other social and demographic conditions.
Such prepayments are passed through to the registered holder with the regular
monthly payments of principal and interest and have the effect of reducing
future payments. Estimated average life will be determined by Pacific Century
and used for the purpose of determining, respectively, the average weighted
maturity of the Funds. Various independent mortgage backed securities dealers
publish average remaining life data

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<PAGE> 13

using proprietary models and, in making such determinations for the Funds,
Pacific Century might deem such data unreasonable if such data appeared to
present a significantly different average remaining expected life for a security
when compared to data relating to the average remaining life of comparable
securities as provided by other independent mortgage backed securities dealers.

The Funds also may invest in non-mortgage backed securities including
interests in pools of receivables, such as motor vehicle installment purchase
obligations and credit card receivables. Such securities are generally issued as
pass-through certificates, which represent undivided fractional ownership
interests in the underlying pool of assets. Such securities also may be debt
instruments, which also are known as collateralized obligations and are
generally issued as the debt of a special purpose entity organized solely for
the purpose of owning such assets and issuing such debt.

Non-mortgage backed securities are not issued or guaranteed by the U.S.
Government or its agencies or instrumentalities; however, the payment of
principal and interest on such obligations may be guaranteed up to certain
amounts and for a certain time period by a letter of credit issued by a
financial institution (such as a bank or insurance company) unaffiliated with
the issuers of such securities. Non-mortgage backed securities will be purchased
by the Funds only when such securities are readily marketable and rated in one
of the two highest rating categories by an NRSRO or if unrated, deemed to be of
comparable quality at the time of purchase. In addition, such securities
generally will have remaining estimated lives at the time of purchase of five
years or less. See the SAI, "Additional Information on Fund Investments."

REPURCHASE AGREEMENTS

The Funds may enter into repurchase agreements wherein the seller of a
security to the Fund agrees to repurchase that security from the Fund at a
mutually agreed-upon time and price. The period of maturity is usually quite
short, often overnight or a few days, although it may extend over a number of
months. A Fund may enter into repurchase agreements only with respect to
obligations that could otherwise be purchased by the Fund. All repurchase
agreements will be fully collateralized based on values that are marked to
market daily by Pacific Century. If the seller defaults and the value of the
underlying securities has declined, the Fund may incur a loss. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the security,
the Fund's disposition of the security may be delayed or limited.

OTHER INVESTMENT COMPANIES

In connection with the management of its daily cash position, each of the
Funds may invest in securities issued by other investment companies, including
(to the extent permitted by the 1940 Act) other investment companies managed by
Pacific Century. Securities of other investment companies will be acquired by a
Fund within the limits prescribed by the 1940 Act. Each of the Funds intends to
limit its investments so that as determined immediately after a securities
purchase is made: (a) not more than 5% of the value of its total assets will be
invested in the securities of any one investment company; (b) not more than 10%
of the value of its total assets will be invested in the aggregate in securities
of investment companies as a group; (c) not more than 3% of the outstanding
voting stock of any one investment company will be owned by the Fund; and (d)
the Fund, together with other investment companies having the same investment
adviser and companies controlled by such companies, owns not more than 10% of
the total stock of any one closed-end company. 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 a Fund bears directly in connection with its own operations. However,
Pacific Century has undertaken to waive or reimburse the Funds its advisory fees
with respect to Fund assets so invested (except when such

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purchase is part of a plan of merger, consolidation, reorganization or
acquisition).

REAL ESTATE MORTGAGE INVESTMENT CONDUITS

Each of the Funds may invest in Real Estate Mortgage Investment Conduits
("REMICs"). REMICs are a pass-through vehicle created to issue multiclass
mortgage-backed securities. REMICs may be organized as corporations,
partnerships, or trusts and those meeting certain qualifications are not subject
to double taxation. Interests in REMICs may be senior or junior, regular (debt
instruments) or residual (equity interests).

FLOATING AND VARIABLE RATE DEBT INSTRUMENTS

Each of the Funds may invest in floating and variable rate debt
instruments. Floating and variable rate debt instruments bear interest at rates
that are not fixed, but vary with changes in specified market rates or indices
or at specified intervals. Certain of these instruments may carry a demand
feature that would permit the holder to tender them back to the issuer at a par
value prior to maturity. The floating and variable rate instruments that the
Funds may purchase include certificates of participation in such obligations
purchased from banks. Pacific Century will monitor on an ongoing basis the
ability of an issuer of a demand instrument to make payment when due, which
could be affected by events occurring between the date the Funds elect to demand
payment and the date payment is due, except when such demand instruments permit
same-day settlement. In this regard, Pacific Century, pursuant to direction of
the Board of Trustees, will determine the liquidity of those instruments with
demand features that cannot be exercised within seven days.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

Each of the Funds may purchase securities on a "when-issued" basis and may
also purchase or sell securities on a "forward commitment" basis. These
transactions, which involve a commitment by a Fund to purchase or sell
particular securities with payment and delivery taking place at a future date
(perhaps one or two months later), permit a Fund to lock-in a price or yield on
a security it owns or intends to purchase, regardless of future changes in
interest rates. When-issued and forward commitment transactions involve the
risk, however, that the yield obtained in a transaction may be less favorable
than the yield available in the market when the securities delivery takes place.
The Funds do not intend to engage in when-issued purchases and forward
commitments for speculative purposes but only in furtherance of their investment
objectives. The forward commitments and when-issued purchases are not expected
to exceed 25% of the value of any of the Funds' total assets absent unusual
market conditions.

The Funds will not start earning interest or dividends on when-issued
securities until they are received. The value of the securities underlying a
when-issued purchase or a forward commitment to purchase securities, and any
subsequent fluctuations in their value, is taken into account when determining
the net asset value of a Fund starting on the date such Fund agrees to purchase
the securities. Each Fund will establish a segregated account in which it will
maintain liquid assets in an amount at least equal in value to such Fund's
commitment to purchase securities on a when-issued or forward commitment basis.
If the value of these assets declines, the Fund will replace additional liquid
assets in the account on a daily basis so that the value of the assets in the
account is equal to the amount of such commitments.

LETTERS OF CREDIT AND LIQUIDITY AGREEMENTS

Each of the Funds may purchase debt obligations that are backed by an
irrevocable letter of credit or liquidity agreement of a bank, savings and loan
association or insurance company which assumes the obligation for payment of
principal and interest in the event of default by the issuer. Only banks,
savings and loan associations and insurance companies which, in the opinion of
Pacific Century, are of investment quality comparable to other permitted
investments of such Fund, may be used for letter of credit and liquidity
agreement backed investments.

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<PAGE> 15

FOREIGN SECURITIES

Each of the Funds may invest in securities of foreign governmental and
private issuers that are denominated in and pay interest in U.S. dollars.
Investments in foreign securities involve certain considerations that are not
typically associated with investing in domestic securities. There may be less
publicly available information about a foreign issuer than about a domestic
issuer. Foreign issuers also are not generally subject to the same accounting,
auditing and financial reporting standards or governmental supervision as
domestic issuers. In addition, with respect to certain foreign countries, tax on
interest, gains and/or dividends may be withheld at the source under foreign
income tax laws, and there is a possibility of expropriation or confiscatory
taxation, political or social instability or diplomatic developments that could
adversely affect investments in, the liquidity of, and the ability to enforce
contractual obligations with respect to, securities of issuers located in those
countries.

WARRANTS

Each of the Funds may invest in warrants. A warrant gives the holder
thereof the right to subscribe by a specified date to a stated number of shares
of stock of the issuer at a fixed price. Warrants tend to be more volatile than
the underlying stock, and if at a warrant's expiration date the stock is trading
at a price below the price set in the warrant, the warrant will expire
worthless. Conversely, if at the expiration date the stock is trading at a price
higher than the price set in the warrant, the Fund can acquire the stock at a
price below its market value. No Fund may invest more than 10% of its net assets
in warrants.

OPTIONS

Each of the Funds may purchase put and call options and write covered put
and call options on securities in which such Fund may invest directly and that
are traded on registered domestic securities exchanges or that result from
separate, privately negotiated transactions with primary U.S. Government
securities dealers recognized by the Board of Governors of the Federal Reserve
System in an amount not exceeding 5% of the Fund's net assets. Options may be
entered into in an attempt to hedge a Fund's portfolio against market risk or to
enhance income (e.g., to attempt to realize through the receipt of premiums a
greater current return than would be realized on the underlying securities
alone). See the SAI, "Additional Information on Fund Investments."

INTEREST ONLY OR PRINCIPAL ONLY OBLIGATIONS

Each of the Funds may make limited investments (not exceeding 5% of the
relevant Fund's net assets) in separately traded principal and interest
components of securities issued by the United States Treasury. The principal and
interest components of selected securities are traded independently under the
Separate Trading of Registered Interest and Principal of Securities program
("STRIPs"). Under the STRIPs program, the principal and interest components are
individually numbered and separately issued by the U.S. Treasury at the request
of depository financial institutions, which then trade the component parts
independently.

GUARANTEED INVESTMENT CONTRACTS

Each of the Funds may invest up to 5% of its net assets in Guaranteed
Investment Contracts ("GICs") issued by highly rated U.S. insurance companies.
GICs are considered to be illiquid, and accordingly, are subject to each Fund's
15% limitation on investment in illiquid securities. See the SAI, "Additional
Information on Fund Investments."

ADDITIONAL RISK DISCLOSURE

Obligations rated in the lowest of the top four rating categories by an
NRSRO have speculative characteristics, and changes in economic conditions or
other circumstances are more likely to lead to a weakened capacity to make
principal and interest payments than is the case with higher grade bonds.
Subsequent to its purchase by a Fund, an issue of securities may cease to be
rated or its rating category may be reduced below the minimum rating required
for purchase by the respective Fund. Pacific Century

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<PAGE> 16

will consider such an event in determining whether the relevant Fund should
continue to hold the obligation.

PORTFOLIO TURNOVER

Generally, the Funds will purchase portfolio securities for capital
appreciation or investment income, or both, and not for short-term trading
profits. However, a Fund may sell a portfolio investment soon after its
acquisition if Pacific Century believes that such a disposition is consistent
with attaining the investment objective of the particular Fund. Portfolio
investments may be sold for a variety of reasons, such as a more favorable
investment opportunity or other circumstances bearing on the desirability of
continuing to hold such investments. The annual portfolio turnover rate is not
expected to exceed 100% for any Fund. For the fiscal years ended July 31, 1997
and July 31, 1996, the portfolio turnover rate for Growth Stock Fund was 32.20%
and 61.30%, respectively. For the fiscal years ended July 31, 1997 and July 31,
1996, the portfolio turnover rate for Growth and Income Fund was 74.83% and
80.83%, respectively. See "Portfolio Transactions" in the SAI for additional
information relating to portfolio turnover.

INVESTMENT POLICIES

Each Fund's investment objectives, as set forth in the first paragraph of
the description of each Fund in the "Highlights" section, are fundamental; that
is, they may not be changed without approval by vote of the holders of a
majority of the relevant Fund's outstanding voting securities, as described
under "Capital Stock" in the SAI. If the Trust's Board of Trustees determines,
however, that a Fund's investment objective can best be achieved by a
substantive change in a non-fundamental investment policy or strategy, the
Trust's Board may make such change without shareholder approval and will
disclose any such material changes in the then current prospectus. Any policy
that is not specified in a Fund's Prospectus, or in the SAI, as being
fundamental, is nonfundamental.

ADDITIONAL INVESTMENT RESTRICTIONS

AS MATTERS OF FUNDAMENTAL POLICY, EACH OF THE FUNDS MAY NOT:

1. Purchase securities of any one issuer (other than securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities) if,
immediately after such purchase, more than 5% of the value of the Fund's total
assets would be invested in the securities of such issuer, or more than 10% of
the issuer's outstanding voting securities would be owned by the Fund except
that up to 25% of the value of the Fund's total assets may be invested without
regard to these limitations.

3. Make loans, borrow money or issue senior securities, except under
certain circumstances, and subject to certain percentage limitations, specified
above and in the SAI.

Except as set forth above under "Borrowings", if a percentage limitation is
satisfied at the time of investment, a later increase or decrease in such
percentage resulting from a change in the value of a Fund's portfolio securities
will not constitute a violation of such limitation.

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MANAGEMENT, ADVISORY AND OTHER SERVICE ARRANGEMENTS

THE BOARD OF TRUSTEES

The business and affairs of the Trust are managed under the direction and
control of its Board of Trustees. The names and principal occupations of the
Trustees of the Trust are listed below. Trustees deemed to be "interested
persons" of the Trust for purposes of the 1940 Act are indicated by an asterisk.

Irimga McKay* Trustee and President Senior Vice President of BISYS Fund Services
(1994-present); Senior Vice President of Concord Financial
Group (1986-1994)

Douglas Philpotts* Trustee Chairman of the Board of Directors (1992-1994), President
(1986-1992), and Director (1984-present) of Pacific Century

Richard W. Gushman, II Trustee President and Chief Executive Officer of OKOA, Inc. (1985-
present); Adviser to RAMPAC, Inc.

Stanley W. Hong Trustee President and Chief Executive Officer of the Chamber of
Commerce of Hawaii (1996-present); Business Consultant
(1994-present)

Russell K. Okata Trustee Executive Director of Hawaii Government Employees
Association (1981-present)

Oswald K. Stender Trustee Trustee of Bernice Pauahi Bishop Estate (1990-present);
Director of Hawaiian Electric Industries, Inc.
(1993-present)
</TABLE>

Trustees of the Trust who are not officers or employees of the Trust, BISYS
or Pacific Century are entitled to receive from the Trust a quarterly retainer
and a fee for each Board of Trustees meeting attended. All Trustees are
reimbursed for all reasonable out-of-pocket expenses relating to attendance at
meetings.

THE ADVISER

Pursuant to an Advisory Agreement, the Funds are advised by Pacific
Century, whose address is Financial Plaza of the Pacific, 111 S. King Street,
Honolulu, Hawaii 96813. Pacific Century is a Hawaii corporation organized in
1898 and is the largest trust company in the State of Hawaii, both in terms of
assets under administration and assets under management. As of July 31, 1997,
Pacific Century had approximately $7.5 billion of client financial assets under
management. Pacific Century is a division of Bank of Hawaii, the largest banking
organization headquartered in the State of Hawaii, with approximately $12.6
billion of assets as of July 31, 1997 and branches and offices throughout the
Pacific Basin, including Guam, Singapore, Tokyo, Seoul and Taiwan. All shares of
Bank of Hawaii are owned by Pacific Century Financial Corporation (formerly
Bancorp Hawaii, Inc., "Pacific Century Financial") and Bank of Hawaii's
Directors (each of whom owns qualifying shares as required by Hawaii law).
Pacific Century Financial is a bank holding company, registered under the Bank
Holding Company Act of 1956, as amended, and its common stock is listed and
traded on the New York Stock Exchange (the "Exchange"). Pacific Century
Financial files annual and periodic reports with the Commission and the
Exchange, which are available for public inspection.

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Pacific Century is not authorized to and does not carry on a banking business.

The actual management of the portfolios of the Trust is coordinated by
Pacific Century's investment unit, which is staffed with more than 40 people,
including 5 Chartered Financial Analysts and 9 M.B.A.'s. All investment
decisions of the Funds are made by a committee, and no person is primarily
responsible for making recommendations to the committee. Pacific Century has
served as investment adviser to other investment companies since 1984. These
include the Hawaiian Tax-Free Trust, with assets exceeding $660 million as of
July 31, 1997, and the Cash Assets Trust, with assets of approximately $736
million as of July 31, 1997.

Subject to the supervision of the Board of Trustees, Pacific Century will
provide a continuous investment program for the Funds, including investment
research and management with respect to all securities and investments and cash
equivalents in the Funds. Pacific Century will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Trust with respect to the Funds. Pacific Century will provide the services under
the Advisory Agreement in accordance with each of the Fund's investment
objectives, policies, and restrictions.

For its services under the Advisory Agreement, Pacific Century is entitled
to monthly advisory fees at the annual rate of 0.80% of each Fund's average
daily net assets. For the fiscal year ended July 31, 1997, the advisory fees
paid by the Funds to Pacific Century under the Advisory Agreement, as a
percentage of average daily net assets, were: Growth Stock Fund--0.80% and
Growth and Income Fund--0.80%. Balanced Fund has not commenced operations as of
the date of this Prospectus.

THE SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

BISYS is the administrator for each Fund, and also acts as the Trust's
principal underwriter and distributor. BISYS generally assists in all aspects of
the administration and operation of the Funds. For expenses assumed and services
provided as administrator pursuant to its Administration Agreement with the
Trust, BISYS is entitled to receive a fee from the Funds, computed daily and
paid monthly, at an annual rate equal to 0.20% of the average daily net assets
of each Fund.

For the fiscal year ended July 31, 1997, the ratio of total expenses to
average net assets for the Class A shares of Growth Stock Fund was 1.86%
(excluding waivers). For the fiscal year ended July 31, 1997, the ratio of total
expenses to average net assets for the Class A shares of Growth and Income Fund
was 1.86% (excluding waivers).

In addition, BISYS, as the principal underwriter of the Funds within the
meaning of the 1940 Act has entered into a Distribution Agreement with the Trust
pursuant to which BISYS has the responsibility for distributing shares of the
Funds. The Distribution Agreement provides that BISYS shall act as agent for the
Funds for the sale of their shares and may enter into selling agreements with
banks, broker/dealers or other financial institutions to market and make
available shares to their respective customers. For its services, BISYS is
entitled to a fee, as set forth in the separate Distribution and Shareholder
Servicing Plans for each of the Class A and Class B shares (each a "Distribution
Plan"). The Distribution Plan for the Class A shares provides that BISYS is
entitled to receive from each Fund a fee in an amount not to exceed on an annual
basis 0.75% of the average daily net asset value of each Fund's Class A shares.
The Distribution Plan for the Class B shares provides that BISYS is entitled to
receive from each Fund a fee in an amount not to exceed on an annual basis 1.00%
of the average daily net asset value of each Fund's Class B shares. The Funds
had not begun to offer Class B shares publicly at the date of this Prospectus.
Accordingly, no payments had yet been made pursuant to the Class B Distribution
Plan. Fees under each of the Distribution Plans compensate BISYS for the
following: (a) payments BISYS makes to banks and other institutions and industry
professionals, broker/dealers, including Pacific Century, BISYS and their
affiliates or subsidiaries, pursuant to an agreement in connection with
providing administrative support services to the holders of a Fund's Class A or

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<PAGE> 19

Class B shares; or (b) payments to financial
institutions and industry professionals (such as insurance companies, investment
counselors, and BISYS' affiliates and subsidiaries) in consideration for the
sales support services provided and expenses assumed in connection with
distribution assistance, including but not limited to, printing and distributing
Prospectuses to persons other than current Class A or Class B shareholders of a
Fund, printing and distributing advertising and sales literature and reports to
prospective Class A or Class B investors in connection with the sale of a Fund's
shares, and providing personnel and communication equipment used in servicing
shareholder accounts and responding to prospective Class A or Class B
shareholder inquiries. BISYS may enter into selling agreements with one or more
selling agents under which such agents may receive compensation from BISYS for
sales support services, including, but not limited to, commissions or other
payments to such agents based on the average daily net assets of the Class A or
Class B shares of each Fund.

The distribution fee shall be paid to BISYS only to compensate or to
reimburse it for actual payments or expenses incurred as described above. The
actual distribution fee payable to BISYS is determined, within such limit, from
time to time by mutual agreement between the Trust and BISYS, and may not exceed
the maximum fee payable under the Conduct Rules of the NASD. Until further
notice, BISYS voluntarily intends to waive a portion of its distribution fee for
the current fiscal year such that the distribution fee payable by each Fund will
not exceed 0.25% of the average daily net asset value attributable to the Fund's
Class A shares on an annual basis. No Fund's Class A or Class B shares will be
liable for distribution expenditures made by BISYS in any given year in excess
of the maximum amount payable under the Distribution Plan for that Fund in that
year. BISYS is a broker-dealer registered with the Commission, and is a member
of the NASD.

As noted above, each Fund also offers Class Y shares, which are made
available only to certain investors. The Class Y shares are not subject to any
distribution fees or entitled to benefits under either Distribution Plan.

OTHER SERVICE ARRANGEMENTS

BISYS Fund Services, Inc. (the "Transfer Agent"), 3435 Stelzer Road,
Columbus, Ohio 43219-3035 serves as the Trust's transfer agent and dividend
disbursing agent. Ernst & Young LLP, One Columbus, Suite 2300, 10 West Broad
Street, Columbus, Ohio 43215, serves as independent auditors for the Trust.

VALUATION OF CLASS A AND CLASS B SHARES

The net asset value of the Class A and Class B shares for each Fund is
determined and their shares are priced as of the close of the New York Stock
Exchange (the "Exchange") (currently 4:00 p.m., Eastern Time) (the "Valuation
Time") each Business Day. As used herein, a "Business Day" is a day on which the
Exchange is open for trading and any other day (other than a day on which no
shares of that Fund are tendered for redemption and no order to purchase shares
received) during which there is sufficient trading in the Fund's portfolio
securities that the Fund's net asset value per share might be materially
affected. The Exchange will not be open in observance of the following holidays:
New Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Net asset value per share for Class A and Class B is calculated by determining
the value of such Class's proportional interest in the securities and other
assets of each Fund, less (i) such class's proportional share of general
liabilities and (ii) liabilities allocable only to such class, and dividing such
amount by the number of shares of the Class outstanding. The net asset value per
share for each Fund will fluctuate as the value of its investment portfolio
changes. The per share net asset value of Class A shares generally will be
higher than the per share net asset value of Class B shares

PROSPECTUS

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<PAGE> 20

reflecting the daily expense accruals of the distribution fees applicable to
the Class B shares.

Except for debt obligations with remaining maturities of 60 days or less,
which are valued at amortized cost, assets are valued at current market prices,
or if such prices are not readily available, at fair value as determined in good
faith by the Board of Trustees. Prices used for such valuations may be provided
by independent pricing services. For further information about valuation of
investments in the Funds, see the SAI.

HOW TO PURCHASE CLASS A AND CLASS B SHARES

PURCHASE OF SHARES

Class A and Class B shares of each Fund are sold on a continuous basis.
Investors may purchase Class A and Class B shares of a Fund by completing and
signing an account registration form ("Account Registration Form") and mailing
it, together with a check (or other negotiable bank draft or money order)
payable to the Trust, in at least the minimum initial purchase amount, to your
Participating Organization or to the Pacific Capital Funds P.O. Box 182130,
Columbus, Ohio 43218-2130. Subsequent purchases of shares of a Fund may be made
at any time by mailing a check (or other negotiable bank draft or money order)
payable to the Trust, to the Transfer Agent at the above address or to your
Participating Organization.

Class A and Class B shares of the Funds may also be purchased through
banks, institutions or industry professionals, such as broker/dealers, who have
entered into an agreement with BISYS ("Participating Organizations") under each
of the Distribution Plans. See "Management, Advisory and Other Service
Arrangements." BISYS' principal office is located at 3435 Stelzer Road,
Columbus, Ohio 43219-3035.

Class A and Class B shares of a Fund sold to Participating Organizations
acting in a fiduciary, advisory, custodial or other similar capacity on behalf
of a customer will normally be held of record by the Participating Organization.
With respect to shares so sold, it is the responsibility of the Participating
Organization to transmit purchase or redemption orders to the Transfer Agent and
to deliver federal funds for purchase on a timely basis. Beneficial ownership of
shares of a Fund will be recorded by the Participating Organization and
reflected in the account statements provided by the Participating Organization
to the customer.

If an Account Registration Form has been previously received by the
Transfer Agent, investors may also purchase Class A and Class B Shares by
telephoning the Pacific Capital Funds at 800-258-9232. Payment for Class A and
Class B Shares ordered by telephone may be made by check or by electronic
transfer and must be received by the Trust's Custodian within three days of the
telephone order. If payment is not received within three days or a check timely
received does not clear, the purchase may be canceled and the investor could be
liable for any losses or fees incurred. In the case of purchases of Class A and
Class B shares effected by wiring funds to the Trust's Custodian, investors must
call the Pacific Capital Funds at 800-258-9232 to obtain instructions regarding
the bank account number into which the funds should be wired and other pertinent
information. If you have opened an account through a Participating Organization,
you should telephone the Participating Organization to make further investments.

Class A and Class B shares of each Fund are purchased at the public
offering price per share, which is the net asset value per share (see "Valuation
of Class A and Class B Shares") next determined after receipt by the Transfer
Agent of an order to purchase shares in good form plus the applicable sales
charge as described below. The Participating Organizations are responsible for
the prompt transmission of purchase orders to the Transfer Agent. Purchases of
Class A and Class B shares of a Fund will be effected only on a Business Day of
such

PROSPECTUS

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<PAGE> 21

Fund. An order received by the Transfer Agent prior to the Valuation Time on any
Business Day will be executed based on the net asset value determined as of the
Valuation Time on the date of receipt. An order received by the Transfer Agent
after the Valuation Time on any Business Day will be executed based on the net
asset value determined as of the next Business Day.

The minimum investment for an investor's initial purchase of Class A and
Class B shares of a Fund is $1,000. The minimum investment for subsequent
purchases of Class A and Class B shares is $50. The minimum initial investment
amount for IRAs is $250. As discussed below, the minimum initial investment
amount for Auto Invest Plan participants is $100; the minimum investment for
subsequent purchases is $50.

Depending upon the terms of a particular customer account, a Participating
Organization may charge a customer's account fees for automatic investment and
other cash management services provided in connection with investment in the
Funds. Information concerning these services and any charges will be provided by
the relevant Participating Organization. This Prospectus should be read in
conjunction with any such information received from the Participating
Organization.

The Trust reserves the right to reject any order for the purchase of its
Class A or Class B shares in whole or in part. No third party checks will be
accepted.

Every shareholder will receive a confirmation of each new transaction in
the shareholder's account. In the case of shares held of record by a
Participating Organization but beneficially owned by a customer, confirmations
of purchases, exchanges and redemptions of shares by a Participating
Organization will be sent to the customer by the Participating Organization.
Certificates representing shares will not be issued.

SALES CHARGES

CLASS A SHARES

The public offering price of a Class A share of a Fund equals its net asset
value plus a sales charge. BISYS receives this sales charge as principal
underwriter and will reallow a portion of it to broker/dealers or other
financial institutions as dealer discounts and brokerage commissions. From time
to time dealers who receive dealer discounts and broker commissions from BISYS
may reallow a portion of such dealer discounts and broker commissions to other
dealers or brokers. BISYS may elect to reallow a higher percentage of the sales
charge stated below to selected brokers and dealers for all sales with respect
to which orders are placed with BISYS during a particular period. At BISYS'
discretion, the entire sales charge may at times be re-allowed as dealer
discounts and brokerage commissions. If the entire sales charge is reallowed to
a broker/dealer or financial institution, it may be deemed an "underwriter"
under the Securities Act of 1933, as amended.

<TABLE>
<CAPTION>
DEALER
SALES CHARGE AS ALLOWANCE
SALES CHARGE AS A PERCENTAGE OF AS A PERCENTAGE
A PERCENTAGE OF NET AMOUNT OF OFFERING
AMOUNT OF PURCHASE OFFERING PRICE INVESTED PRICE
------------------ --------------- --------------- ---------------
<S> <C> <C> <C>
Less than $25,000............................... 4.00% 4.17% 3.60%
$25,000 or more but less than $50,000........... 3.75% 3.90% 3.38%
$50,000 or more but less than $100,000.......... 3.50% 3.63% 3.15%
$100,000 or more but less than $250,000......... 3.25% 3.36% 2.93%
$250,000 or more but less than $500,000......... 3.00% 3.09% 2.70%
$500,000 or more but less than $1,000,000....... 2.50% 2.56% 2.25%
$1,000,000 or more.............................. 0.00% 0.00% 0.00%
</TABLE>

PROSPECTUS

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<PAGE> 22

Class A shares are offered at net asset value without an initial sales
charge for purchases of $1 million or more, but such purchases are subject to a
Contingent Deferred Sales Charge equal to 1% of the lesser of the value of the
shares redeemed (exclusive of reinvested dividends and capital gains
distributions) or the total cost of such shares in the event of a share
redemption within twelve months following the purchase. The Distributor will
provide additional compensation to securities dealers in an amount up to 1.00%
of the offering price of Class A shares of the Funds for individual sales of $1
million to $5 million and 0.50% of the offering price of Class A shares of the
Funds for individual sales over $5 million.

The sales charges set forth in the tables above are applicable to purchases
made at one time by any purchaser (a "Purchaser"), which term shall mean: (i) an
individual, his or her spouse and children under the age of 21, if any; (ii) a
trustee or other fiduciary of a single trust estate or single fiduciary account;
or (iii) any other organized group of persons, whether incorporated or not,
provided that such organization has been in existence for at least six months
and has some bona fide business purpose other than the purchase of redeemable
securities of a registered investment company. In order to qualify for a reduced
sales charge, all orders from a Purchaser will have to be placed through a
single investment dealer and identified at the time of purchase as originating
from the same Purchaser, although such orders may be placed into more than one
discrete account which identifies the Purchasers.

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

REDUCED SALES CHARGES

CLASS A SHARES

SALES CHARGE WAIVERS--The following classes of investors may purchase Class
A shares of a Fund with no sales charge in the manner described below (any of
which may be changed or eliminated at any time by BISYS):

(1) Existing shareholders of a Fund, upon the reinvestment of dividend and
capital gain distributions;

(2) Officers, trustees, directors, employees and retired employees of the
Trust, Pacific Century Financial and its affiliates, and of BISYS and its
affiliates (and spouses and children of each of the foregoing);

(3) With the exception of investors for whom Pacific Century Investment
Services provides custodial services, investors for whom Pacific Century
Financial or one of its affiliates acts in a fiduciary, advisory, custodial,
agency or similar capacity;

(4) Investors who purchase shares of a Fund through a retirement related
payroll deduction plan, a 401(k) plan, a 403(b) plan, or a similar plan which by
its terms permits purchases of shares; and

(5) Orders placed on behalf of other investment companies distributed by
the Distributor.

PROSPECTUS

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<PAGE> 23

The Trust permits the sale of its Class A shares at prices that reflect the
reduction or elimination of the sales charge to investors who are members of
certain qualified groups meeting the following requirements. A qualified group
(i) is a group or association, or a category of purchasers who are represented
by a fiduciary, professional or other representative (other than a registered
broker-dealer); (ii) satisfies uniform criteria which enable the Distributor to
realize economies of scale in its costs of distributing shares; (iii) if it is a
group or association, gives its endorsement or authorization to an investment
program to facilitate solicitation of its membership by a broker or dealer, and
(iv) complies with the conditions of purchase that are set forth in any
agreement entered into between the Trust and the group, representative or broker
or dealer. At the time of purchase the investor, either directly or through a
broker or dealer, must furnish the Transfer Agent with information sufficient to
permit verification that the purchase qualifies for a reduced sales charge.

The Distributor may waive the sales charge for an investor who purchases a
Fund's Class A shares with the proceeds from the recent redemption of shares of
any non-money market front-end or back-end load mutual fund. To the extent the
sales load of the Fund in which such investor seeks to invest is higher than
that of the fund with respect to which the redemption proceeds relate, the
Distributor will waive only that portion of the Fund's sales load which equals
the prior sales load paid. Any portion of the sales load which is not waived in
accordance with the foregoing must be paid by the investor at the time of
purchase. Purchases of Fund shares using redemption proceeds as described above
must be made within 60 days of redemption from funds which are not a series of
Pacific Capital Funds and within 120 days of redemption from funds which are
series of Pacific Capital Funds. The Transfer Agent must be notified in writing
by the investor, or by his or her financial institution, at the time the
purchase is made. A copy of the investor's account statement showing such
redemption must accompany such notice. BISYS also, from time to time, may waive
the sales charge for all investors with respect to any Fund.

LETTERS OF INTENT--Any Purchaser may obtain a reduced sales charge by means
of a written Letter of Intent which expresses the intention of such Purchaser to
purchase a certain amount of a Fund's Class A shares within a period of 13
months. Each purchase of shares under a Letter of Intent will be made at the
public offering price plus the sales charge applicable at the time of such
purchase to a single transaction of the total dollar amount indicated in the
Letter of Intent. A Letter of Intent may include purchases of shares made not
more than 90 days prior to the date such Purchaser signs a Letter of Intent;
however, the 13-month period during which the Letter of Intent is in effect will
begin on the date of the earlier purchase to be included. The terms of the
Letter of Intent and the escrow account associated therewith are described in
the Account Registration Form. For further information, interested investors
should contact the Transfer Agent or their Participating Organization. Letter of
Intent privileges may be amended or terminated without notice at any time by the
Trust.

CONCURRENT PURCHASES AND RIGHT OF ACCUMULATION--A Purchaser may qualify for
a reduced sales charge by (i) combining concurrent purchases of shares of a Fund
with purchases of one or more of the other Funds sold with a sales charge or
(ii) combining a current purchase of shares of a Fund with prior purchases of
shares of any of the other Funds sold subject to a sales charge. The applicable
sales charge is based on the sum of (a) the Purchaser's current purchase of
shares of any Fund sold with a sales charge plus (b) the then-current net asset
value of all shares held by the Purchaser in any Fund sold with a sales charge.
To receive the applicable public offering price pursuant to the right of
accumulation, shareholders must at the time of purchase provide the Transfer
Agent or the Participating Organization with sufficient information to permit
confirmation of qualification. Accumulation privileges may be amended or
terminated without notice at any time by the Trust. Shares of other series of
the Trust sold subject to a sales charge which are not offered through this
Prospectus may be counted for purposes of the accumulation privileges.

PROSPECTUS

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<PAGE> 24

CLASS B SHARES

The public offering price of a Class B share of a Fund equals its net asset
value without the imposition of a sales charge at the time of purchase. However,
Class B shares are subject to a contingent deferred sales charge ("CDSC") if the
shares are redeemed within six years of purchase, at rates set forth below.
After approximately eight years, Class B shares will automatically convert to
Class A shares. See "Conversion of Class B shares to Class A shares" below, for
more detail. At the time of redemption, the CDSC will be based on the initial
purchase price or the current market value of the shares being redeemed,
whichever is less. A CDSC will not be imposed on amounts representing increases
in net asset value above the net asset value at the time of purchase. There is
no CDSC on shares acquired through reinvestment of dividends. Imposition of the
CDSC and the distribution fee on Class B shares is limited by the NASD
asset-based sales charge rule.

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

<TABLE>
<CAPTION>
CDSC AS A PERCENTAGE OF DOLLAR
YEARS AFTER PURCHASE AMOUNT SUBJECT TO CHARGE
-------------------- ------------------------------
<S> <C>
1st year.............. 5%
2nd year.............. 4%
3rd year.............. 3%
4th year.............. 3%
5th year.............. 2%
6th year.............. 1%
</TABLE>

Solely for purposes of determining the number of years which have elapsed
from the time of purchase of any Class B shares, all purchases during a month
will be aggregated and deemed to have been made on the last day of the month. In
determining whether a CDSC is applicable to a redemption, the calculation will
be made in the manner that results in the lowest possible charge being assessed.
In this regard, it will be assumed that the redemption is first of shares held
for more than six years or shares acquired pursuant to reinvestment of dividends
or distributions both of which do not carry any CDSCs. It will then be assumed
that the redemption is of shares held longest during the six year period, which
will have the lowest CDSC.

For example assume an investor purchased 100 Class B shares with a net
asset value of $10 per share (i.e., at an aggregate net asset value of $1,000)
and in the eleventh month after purchase, the net asset value per share is $12
and, during such time, the investor has acquired five additional Class B shares
through dividend reinvestment. If at such time the investor makes his first
redemption of 50 Class B shares (producing proceeds of $600), five of such
shares will not be subject to the charge because of dividend reinvestment. With
respect to the remaining 45 Class B shares being redeemed, the charge will be
applied only to the original cost of $10 per share and not to the increase in
net asset value of $2 per share. Therefore, only $450 of the $600 redemption
proceeds will be subject to the charge of 5.00%, totaling $22.50.

The contingent deferred sales charge is waived on redemptions of Class B
shares (i) following the death or disability (as defined in the Internal Revenue
Code (the "Code")) of a shareholder (or both shareholders in the case of joint
accounts), (ii) to the extent that the redemption represents a minimum required
distribution from an IRA or a Custodial Account under Code Section 403 (b) (7)
to a shareholder who has reached age 70 1/2, and (iii) to the extent the
redemption represents the minimum distribution from retirement plans under Code
Section 401 (a) where such redemptions are necessary to make distributions to
plan participants.

CONVERSION OF CLASS B SHARES TO CLASS A SHARES.

After approximately eight years, Class B shares will automatically convert
to Class A shares and will be subject to the lower Distribution and Shareholder
Service fees charged to Class A shares.

PROSPECTUS

22
<PAGE> 25

sub-account) convert to Class A shares, a pro-rata
portion of the Class B shares in the sub-account will also convert to Class A
shares.

If a shareholder effects one or more exchanges among Class B shares of the
Funds of the Trust during the six-year period, the Trust will aggregate the
holding periods for the shares of each Fund of the Trust for purposes of
calculating that six-year period. Because the per share net asset value of the
Class A shares may be higher than that of the Class B shares at the time of
conversion, a shareholder may receive fewer Class A shares than the number of
Class B shares converted, although the dollar value will be the same.

The conversion will be on the basis of the relative net asset value of the
shares of the two classes, without the imposition of any sales load, fee or
other charge. Conversion of Class B shares to Class A shares will not be deemed
a purchase or sale of the shares for federal income tax purposes.

Shares purchased through reinvestment of dividends in Class B shares will
also convert automatically to Class A shares after approximately eight years.

AUTO INVEST PLAN--The Auto Invest Plan enables Class A or Class B
shareholders of any of the Funds to make regular monthly or quarterly purchases
of Class A or Class B shares through automatic deductions from their bank
accounts. With shareholder authorization, the Transfer Agent will deduct the
amount specified from the shareholder's bank account which will automatically be
invested in shares at the public offering price on the dates of the deduction.
The required minimum initial investment when opening an account using the Auto
Invest Plan is $100; the minimum amount for subsequent investments is $50. To
participate in the Auto Invest Plan, shareholders should complete the
appropriate section of the Account Registration Form which can be obtained by
calling the Pacific Capital Funds at 800-258-9232. For a shareholder to change
the Auto Invest Plan instructions, the request must be made in writing to the
Tansfer Agent or your Participating Organization. Depending upon the terms of a
particular customer account, a Participating Organization may charge a
customer's account fees for services provided in connection with investment in a
Fund. Information concerning these services and any charges will be provided by
the Participating Organizations. This Prospectus should be read in conjunction
with any such information received from the Participating Organizations.

EXCHANGE PRIVILEGES

Except as described below, Class A and Class B shareholders may exchange
shares of any Fund on the basis of the relative net asset value of the shares
exchanged, without payment of a sales charge, for the same class of any other
Fund or the same class of any other series of the Trust. Class A shareholders
may also exchange their shares for service class shares of the Cash Assets
Trust, the Tax-Free Cash Assets Trust, or the U.S. Treasuries Cash Assets Trust.
The exchange privilege may be exercised by shareholders so long as they maintain
the respective minimum account balance in each Fund in which they own shares.

To the extent that a holder of Class A shares exchanges into a Fund having
a higher initial sales charge than that of the Fund from which the shareholder
is exchanging, the shareholder will pay the sales charge differential at the
time of the exchange. Class B shares of a Fund which are subject to a CDSC will
be exchangeable on the basis of relative net asset value per share without the
payment of any CDSC that might otherwise have been due upon redemption of the
shares of the Fund. For purposes of computing the CDSC upon redemption of shares
received in the exchange, the holding period will be measured from the date of
purchase of the original shares and will retain the same CDSC rate as they had
before the exchange, except that the rate will change to the new Fund's rate if
that rate is higher. A CDSC rate that has increased will drop again with a
future exchange into a Fund with a lower rate.

For federal income tax purposes, an exchange of shares is deemed a sale on
which a shareholder may realize capital gain or loss. Before an exchange can

PROSPECTUS

23
<PAGE> 26

be effected, a shareholder must receive a prospectus of the fund into which the
subject shares are to be exchanged. If you have previously elected the telephone
exchange option on your Account Registration Form, an exchange can be made by
calling the Pacific Capital Funds at 800-258-9232 or telephoning your
Participating Organization. Otherwise, exchanges may be made by forwarding a
written request for exchange to the Transfer Agent or your Participating
Organization. Exchange privileges may be exercised only in those states where
shares of such other Fund or series may be legally sold, and may be amended or
terminated at any time upon 60 days' notice.

HOW TO REDEEM CLASS A AND CLASS B SHARES

Shareholders may redeem their Class A and Class B shares without charge on
any day that net asset value is calculated (see "Valuation of Class A and Class
B Shares") and the shares may ordinarily be redeemed by mail or by telephone.
However, if you purchase shares through a Participating Organization which
serves as the shareholder of record, you must redeem through such institution.
In all other cases, a completed Account Registration Form must have been
received by the Transfer Agent before redemption requests may be honored. All or
part of a customer's shares may be subject to redemption in accordance with
instructions and limitations pertaining to his or her account held by a
Participating Organization. For example, if a customer has agreed to maintain a
minimum balance in his or her account, and the balance in that account falls
below that minimum due to redemptions, the customer may be obliged to redeem, or
the Participating Organization may be authorized to redeem the customer's shares
for and on behalf of the customer.

REDEMPTION BY MAIL

A written request for redemption must be received by the Transfer Agent or
your Participating Organization in order to constitute a valid tender for
redemption. Participating Organizations are responsible for the prompt
transmission of redemption requests to the Transfer Agent. The Transfer Agent
will require a signature guarantee by an eligible guarantor institution if (a)
the redemption check is to be payable to anyone other than the Class A or Class
B shareholder(s) of record or (b) a redemption check is to be mailed or proceeds
are to be wired to the Class A or Class B shareholder(s) at an address other
than the address of record or other than a commercial bank account designated on
the Account Registration Form of such Class A or Class B shareholder(s) or (c)
the redemption proceeds exceed $50,000. For purposes of this policy, the term
"eligible guarantor institution" shall mean members of the STAMP (Securities
Transfer Agents Medallion Program), MSP (New York Stock Exchange Medallion
Signature Program) or SEMP (Stock Exchanges Medallion Program). Participants of
STAMP, MSP, and SEMP are subject to dollar value limitations which must be
considered when requesting their authorization. The Transfer Agent reserves the
right to reject any signature guarantee if it has reason to believe that the
transaction would otherwise be improper.

REDEMPTION BY TELEPHONE

PROSPECTUS

24
<PAGE> 27

telephone redemptions call the Pacific Capital Funds
at 800-258-9232. Neither the Distributor, the Transfer Agent, Pacific Century
nor the Trust will be liable for any losses, damages, expenses or cost arising
out of any telephone transaction (including exchanges and redemptions) effected
in accordance with the Funds' telephone transaction procedures, upon
instructions reasonably believed to be genuine. The Trust will employ procedures
designed to provide reasonable assurance that instructions by telephone are
genuine. A description of the procedures employed by the Trust to confirm
instructions communicated by telephone is contained in the Statement of
Additional Information. This policy places the entire risk of loss for
unauthorized or fraudulent transactions on the shareholder, except that if the
Distributor, the Transfer Agent, Pacific Century, the Trust or their affiliates
do not follow reasonable procedures, some or all of them may be liable for any
such losses.

During times of drastic economic or market changes, telephone exchanges or
redemptions may be difficult to implement. If you experience difficulty in
making a telephone exchange or redemption, your exchange or redemption request
may be made by regular or express mail, and it will be implemented at the next
determined net asset value following receipt by the Transfer Agent.

PAYMENTS TO CLASS A AND CLASS B SHAREHOLDERS

Redemption orders are effected at the net asset value per share next
determined after Class A and Class B shares are properly tendered for
redemption, as described above. The proceeds paid upon redemption of shares in a
Fund may be more or less than the amount invested. Payment to shareholders for
shares redeemed will be made within seven days after receipt by the Transfer
Agent of the request for redemption. However, to the greatest extent possible,
the Trust will attempt to honor requests from shareholders for next Business Day
payments upon redemption of shares if the request for redemption is received by
the Transfer Agent before 4:00 p.m., Eastern Time, on a Business Day or, if the
request for redemption is received after 4:00 p.m., Eastern Time, to honor
requests for payment within two Business Days, unless it would be
disadvantageous to the Trust or the shareholders of the particular Fund to sell
or liquidate portfolio securities in an amount sufficient to satisfy requests
for payments in such manner.

If the Trust is requested to redeem shares for which it has not yet
received good payment, it may delay the forwarding of proceeds only until
payment has been collected for the purchase of such shares. Such collection may
take up to 15 days or more. To avoid delay in payment upon redemption shortly
after purchasing shares, investors should purchase shares by certified or bank
check or by wire transfer. The Trust intends to pay cash for all shares
redeemed, but under abnormal conditions which make payment in cash inadvisable,
the Trust may make payment wholly or partly in portfolio securities at their
then-current market value equal to the redemption price, net of any CDSC. In
such cases, an investor may incur brokerage costs in converting such securities
to cash.

Due to the relatively high cost of handling small accounts, the Trust
reserves the right to redeem, at net asset value, the shares of any shareholder
if, because of redemptions of shares by or on behalf of the shareholder, the
account of such shareholder in any Fund has a value of less than $250.
Accordingly, an investor purchasing shares of a Fund in only the minimum
investment amount may be subject to such involuntary redemption if he or she
thereafter redeems some of his or her shares. Before the Trust exercises its
right to redeem such shares and to send the proceeds to the shareholder, the
shareholder will be given notice that the value of the shares of a Fund in his
or her account is less than the minimum amount and will be allowed 60 days to
make an additional investment in an amount which will increase the value of the
account to at least $1,000.

AUTO WITHDRAWAL PLAN

PROSPECTUS

25
<PAGE> 28

asset value on the dates of the withdrawal and have a
check in the amount specified mailed to the shareholder. The required minimum
withdrawal is $100. To participate in the Auto Withdrawal Plan, shareholders
should call the Pacific Capital Funds for more information. Purchases of
additional shares concurrent with withdrawals may be disadvantageous to certain
shareholders because of tax liabilities and sales charges. To change the Auto
Withdrawal Instructions or to discontinue the feature, a shareholder must submit
a written request to the Transfer Agent or their Participating Organization.

DIVIDEND AND TAX INFORMATION

DIVIDENDS AND DISTRIBUTIONS

The Funds will declare and pay dividends of substantially all of their net
income monthly. Distributable net realized capital gains are distributed at
least annually to shareholders of record. A shareholder will automatically
receive all income dividends and capital gains distributions in additional full
and fractional shares of the same Class of shares held unless the shareholder
elects to receive such dividends or distributions in cash. Dividends elected to
be received in cash may be deposited directly into a shareholder's financial
institution account, provided the shareholder has completed the appropriate
section of the Account Registration Form. Dividends and distributions are
reinvested without a sales charge as of the ex-dividend date using the net asset
value determined on that date and are credited to a shareholder's account on the
payment date. Reinvested dividends and distributions receive the same tax
treatment as dividends and distributions paid in cash. Dividends are generally
taxable when received. However, dividends declared in October, November or
December to shareholders of record during those months and paid during the
following January are treated for tax purposes as if they were received by each
shareholder on December 31 of the prior year. Elections to receive dividends or
distributions in cash, or any revocation thereof, must be made in writing to
Pacific Capital Funds, P.O. Box 182130, Columbus, Ohio 43218-2130 or to your
Participating Organization and will become effective with respect to dividends
and distributions having record dates after its receipt by the Transfer Agent.

TAX INFORMATION

Each Fund intends to continue to qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code"). If a
Fund does so qualify, it will not be liable for federal income taxes to the
extent it distributes its income to shareholders as dividends and capital gain
distributions. However, the Code contains a number of complex tests relating to
such qualification and it is possible, although not likely, that a Fund might
not meet one or more of these tests in any particular year. If it does not so
qualify, it would be treated for tax purposes as an ordinary corporation, would
receive no tax deduction for distributions made to shareholders and would be
unable to pay dividends or distributions which would qualify as "capital gains
dividends," as discussed below.

Corporate shareholders may be entitled to a dividends received deduction
with respect to dividends paid by a Fund to the extent that they relate to
dividends received from domestic corporations.

Capital gains dividends (net gains from the sale of capital assets held for
more than 12 months over net short-term losses which a Fund distributes) are
reportable by shareholders as long-term capital gains. This is the case whether
the shareholder takes his distribution in cash or elects to have the
distribution reinvested in Fund shares and regardless of the length of time the
shareholder has held his or her shares. The maximum capital gains rate for
individuals is 28% with respect to assets held for more than 12 months, but not
more than 18 months ("mid-term gains"), and 20% with respect to assets held for
more than 18 months ("long-term gains"). The maximum capital gains rate for
corporate shareholders currently

PROSPECTUS

26
<PAGE> 29

is the same as the maximum tax rate for ordinary income.

Short-term gains, when distributed, are taxed to shareholders as ordinary
income. Capital losses of a Fund are not claimed by shareholders but carried
forward by the Fund to offset gains in later years and thereby lessen the
later-year capital gains distributions and amounts taxed to shareholders.

A Fund's gains or losses on sales of securities will be long-term, mid-term
or short-term depending upon the length of time the Fund has held such
securities. Capital gains and losses of the Fund will also include gains and
losses on futures and options, if any, including gains and losses actually
realized on sales and exchanges and gains and losses deemed to be realized.
Those deemed to be realized are on futures and options held by a Fund at
year-end, which are "marked to the market," that is, deemed sold for fair market
value. Net gains or losses realized and deemed realized on Section 1256 futures
and options contracts will be reportable by the Fund as long-term to the extent
of 60% of the gains or losses and short-term to the extent of 40% regardless of
the actual holding period of such investments.

The Trust will be required to withhold, subject to certain exemptions, at a
rate of 31% on dividends paid and redemption proceeds (including proceeds from
exchanges) paid or credited to non-exempt shareholders of the Funds if a correct
Taxpayer Identification Number, certified when required, is not on file with the
Trust or the Transfer Agent.

Under the Code, dividends (but not capital gain distributions) paid to a
non-resident alien or other foreign shareholder may be subject to U.S.
withholding tax at the rate of 30% (or a lower treaty rate).

Information as to the federal tax status of the Trust's dividends and
distributions will be mailed to shareholders annually.

TAX EFFECTS OF REDEMPTIONS

A shareholder who redeems his or her shares or exchanges his or her shares
for shares of another Fund generally will have a capital gain or loss (depending
on whether the proceeds of the redemption are more or less than their tax basis,
which is usually cost). In the case of an individual, any such capital gain will
be treated as short-term capital gain if the shares were held for not more than
12 months, mid-term gain, taxable at the maximum rate of 28%, if such shares
were held for more than 12, but not more than 18 months, and long-term capital
gain, taxable at the maximum rate of 20%, if such shares were held for more than
18 months. In the case of a corporation, any such capital gain will be treated
as long-term capital gain, taxable at the same rates as ordinary income, if such
shares were held for more than 12 months. Any such capital loss will be treated
as long-term capital loss if such shares were held for more than 12 months, and
otherwise will be treated as short term capital loss. However, if the shares
redeemed or sold were held for six months or less, any capital loss is treated
as long-term to the extent of capital gains distributions received on such
shares.

HAWAIIAN TAX INFORMATION

Persons or entities who are not Hawaii residents should not be subject to
Hawaii income taxation on dividends and distributions made by the Trust but will
be subject to other state and local taxes.

For further information regarding taxation, see "Tax Information" in the
SAI.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations presently in effect, and state
taxation.

Shareholders are urged to consult their own tax advisers regarding specific
questions as to federal, local or foreign taxes. Foreign investors should
consider applicable foreign taxes in their evaluation of an investment in a
Fund.

PROSPECTUS

27
<PAGE> 30

GENERAL INFORMATION

PERFORMANCE

From time to time performance for the Class A and Class B shares of the
Funds showing each Fund's average annual total return, aggregate total return
and yield may be presented in advertisements, sales literature and in reports to
Class A and Class B shareholders. Such performance figures are based on
historical earnings and are not intended to indicate future performance. Average
annual total return will be calculated for the period since the establishment of
the Funds, and will, unless otherwise noted, reflect the imposition of the
maximum sales charge. Average annual total return is measured by comparing the
value of an investment in Class A shares of a Fund at the beginning of the
relevant period to the redemption value of the investment, after reflecting the
reinvestment of any dividends or capital gains distributions and annualizing the
difference. Aggregate total return is calculated similarly to average annual
total return except that the return figure is aggregated over the relevant
period instead of annualized. Yield will be computed by dividing such Fund's net
investment income per Class A or Class B share earned during a recent 30-day
period by such Fund's per Class A or Class B share maximum offering price
(reduced by any undeclared earned income expected to be paid shortly as a
dividend) on the last day of the period and annualizing the result. From time to
time, average annual total return, aggregate total return and yield for the
Class A shares of the Funds may also be calculated and advertised on the basis
of an investment in a Fund at the net asset value per share or at net asset
value per share plus a reduced sales charge, rather than the public offering
price per share. In this case, the figure would not reflect the effect of a
maximum sales charge that a Class A shareholder may have paid.

Shareholders may also be provided with information comparing the
performance of the Class A and Class B shares of the Funds to the performance of
other mutual funds or mutual fund portfolios with comparable investment
objectives and policies. This information may be based on data relating to
various mutual fund or market indices such as those prepared by Dow Jones & Co.,
Inc. and Standard & Poor's Corporation or data prepared by Lipper Analytical
Services, Inc. Comparisons may also be made to indices or data published in
Money Magazine, Forbes, Barron's, The Wall Street Journal, The New York Times,
Business Week, American Banker, Institutional Investor, Pensions and
Investments, USA Today, Fortune, CDA/Wiesenberger, Ibbotson Associates, Inc.,
Morningstar and regional periodicals and newspapers. In addition to yield
information, general information about the Funds that appears in a publication
such as those mentioned above may also be quoted or reproduced in advertisements
or in reports to shareholders. Reports to shareholders may contain performance
information on any Fund.

Yield and total return are functions of the type and quality of instruments
held in the portfolio, operating expenses, and market conditions. Consequently,
current yields and total return will fluctuate and are not necessarily
representative of future results. Any fees charged by an affiliate of Pacific
Century or a Participating Organization with respect to customer accounts for
investing in shares of the Funds will not be included in performance
calculations; such fees, if charged, would reduce the actual yield and total
return from that quoted.

Because of differences in the fees and/or expenses borne by the classes of
shares of the Funds, the average annual total return, aggregate total return,
and yield of the Class B shares can be expected, at any given time, to be lower
than the average annual total return, aggregate total return, and yield of Class
A shares. Standardized yield and total return quotations will be computed
separately for Class A and Class B shares.

DESCRIPTION OF THE TRUST AND ITS SHARES

PROSPECTUS

28
<PAGE> 31

Fund, Diversified Fixed Income Fund, Growth and Income Fund, Growth Stock Fund,
New Asia Growth Fund, Short Intermediate U.S. Treasury Securities Fund, Tax-Free
Securities Fund, Tax-Free Short Intermediate Securities Fund and the U.S.
Treasury Securities Fund, each with unlimited transferable shares of beneficial
interest, no par value. When issued in accordance with the terms and procedures
described in their respective Prospectuses, shares of the Funds are fully paid,
non-assessable and freely transferable.

Each series is comprised of three classes of shares--Class A, Class B and
Class Y shares. The classes have identical rights with respect to the series of
which they are a part, provided that there are certain matters which affect one
class but not another. Currently, the only such matters are the existence of the
Distribution Plans with respect to each of Class A and Class B shares, but not
any Class Y shares, the absence of any sales load with regard to the purchase or
redemption of the Class Y shares, and the fact that a sales person or other
person entitled to receive compensation for selling or servicing Class A, Class
B or Class Y shares may receive different compensation with respect to one such
Class over the other Class in the same Fund. On all such matters, shareholders
vote as a class, and not by series. Class Y shares have different expenses, and
are subject to no sales charge, which may affect performance. A separate
Prospectus applies to the Class Y shares of each series. Prospectuses relating
to the Class Y shares of each series may be obtained by calling the telephone
number listed on the first page of this Prospectus.

VOTING--Shareholders have the right to vote on the election of Trustees and
on any and all matters as to which, by law or the provisions of the Declaration
of Trust of the Trust, they may be entitled to vote. All shares of the Trust
have equal voting rights and will be voted in the aggregate, and not by class or
series, except where voting by class or series is required by law or where the
matter involved affects only one class or series. The Trust is not required to
hold annual meetings of the Funds' shareholders, and does not intend to do so,
in any fiscal year in which it is not required by law to elect Trustees. The
Trustees are required to call a meeting for the purpose of considering the
removal of persons serving as Trustee, if requested in writing to do so by the
holders of not less than 10% of the outstanding shares of the Trust.

SHAREHOLDER LIABILITY--Under Massachusetts law, shareholders of the Funds
could, under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Trust's Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust. The Declaration of
Trust provides for indemnification out of a Fund's property for all loss and
expense of any shareholder of such Fund held liable on account of being or
having been a shareholder. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which a
Fund would be unable to meet its obligations.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be addressed to a Fund at the address or
telephone number set forth on the cover page of this Prospectus.

PROSPECTUS

29
<PAGE> 32

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 33

APPLICATION FOR PACIFIC CAPITAL FUNDS

PLEASE COMPLETE STEPS 1 THROUGH 5 AND MAIL TO:

PACIFIC CAPITAL FUNDS

P.O. BOX 182130, COLUMBUS, OH 43218-2130

1-800-258-9232 [PACIFIC CAPITAL FUNDS LOGO]

<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
STEP 1 ACCOUNT REGISTRATION PLEASE TYPE OR PRINT NAME EXACTLY AS ACCOUNT IS
TO BE REGISTERED
A. REGISTRATION

[ ] Individual 1. -----------------------------------------------------------------------------------------------------
First Name Middle Initial Last Name Social Security Number

[ ] Joint Account* 2. ----------------------------------------------------------------------------------------------------
(Use lines 1 First Name Middle Initial Last Name Social Security Number
and 2) *JOINT ACCOUNTS WILL BE TENANTS WITH RIGHTS OF SURVIVORSHIP
UNLESS OTHERWISE SPECIFIED.

[ ] For a Minor 3. ------------------------------------------------------------- Under the
(Only one Custodian's First Name Middle Initial Last Name
custodian and --------- Uniform Gifts/Transfers to Minors Act
one minor State
are permitted.)
Custodian For
---------------------------------------------------------------------------------------
Minor's First Name Middle Initial Last Name Minor's Social Security No.

[ ] For Trust, 4. -----------------------------------------------------------------------------------------------------
Corporation, (Name of Corporation or Partnership; PLEASE INDICATE TYPE OF
Partnership or ORGANIZATION. If a Trust, include the name and date of the
other Entity Trust Instrument. The name(s) of the Trustees in which
account will be registered should be listed below. Account
for a Pension or Profit Sharing Plan or Trust may be
registered in the name of the Plan or Trust itself.)

-----------------------------------------------------------------------------------------------------
Tax I.D. Number Trustee(s) or Authorized Individual Title

- ------------------------------------------------------------------------------------------------------------------------------------
B. MAILING ADDRESS AND TELEPHONE NUMBER

- ------------------------------------------------------------------------------------------------------------------------------------
Street or P.O. Box City State Zip Code

( )
- ------------------------------------------------------------------------------------------------------------------------------------
Area Code Daytime Telephone Number Occupation Employer's Name/Employer's Address City State

Citizen or resident of: U.S. [ ] Other [ ] ____ Check here [ ] if you are a non U.S. Citizen or resident and
not subject to back-up withholding.

See certification in Step 5.

- ------------------------------------------------------------------------------------------------------------------------------------
C. INVESTMENT DEALER OR BROKER: (Important -- to be competed by Dealer or Broker)

- ------------------------------------------------------------------------------------------------------------------------------------
Dealer Name Branch Office Address Branch Office City/State Branch #

( )
- ------------------------------------------------------------------------------------------------------------------------------------
Representative's Name Rep # Area Code Telephone # [Agent User Dealer # / Branch #]

- ------------------------------------------------------------------------------------------------------------------------------------
STEP 2 PURCHASE OF SHARES

A. INITIAL INVESTMENT
Make check payable to: Pacific Capital Funds Minimum Initial Investment in any Fund is $1,000. Subsequent Investments, $50.

<S> <C> <C> <C> <C> <C> <C> <C>
A. B. A. B.
[ ] N/A [ ] N/A Tax-Free Short Intermediate Securities
U.S. Treasury Securities Fund $ --------- Fund $ ---------
[ ] N/A Short Intermediate U.S. Treasury [ ] [ ]
Securities Fund $ --------- Growth Stock Fund $ ---------
[ ] [ ] Diversified Fixed Income Fund $ --------- [ ] N/A Balanced Fund $ ---------
[ ] [ ] Tax-Free Securities Fund $ --------- [ ] [ ] Growth and Income Fund $ ---------
[ ] [ ] New Asia Growth Fund $ --------- Total Investment $ ---------

- ------------------------------------------------------------------------------------------------------------------------------------
B. DISTRIBUTIONS: All income dividends and capital gains distributions will be REINVESTED in additional shares at net asset value
unless otherwise indicated below.

Dividends are to be: [ ] Reinvested [ ] Paid in cash* Capital Gains are to be: [ ] Reinvested [ ] Paid in cash*

*FOR CASH DIVIDENDS, PLEASE CHOOSE ONE OF THE FOLLOWING OPTIONS:
[ ] Wire directly into my financial institutional account. ATTACHED IS A VOIDED CHECK showing the account information where I
would like the dividend deposited.
[ ] Mail check to my address listed in Step 1B.
[ ] Mail check as requested in Step 3F.
</TABLE>
<PAGE> 34
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
C. LETTER OF INTENT I/we intend to invest in shares of one or more of the Pacific Capital Funds during the 13-month period
(See Terms of Escrow from the date of my first purchase pursuant to this Letter (which purchase cannot be more than 90 days
for Letter prior to the date of this Letter), an aggregate amount (excluding any reinvestment of dividends or
of Intent at the end of distributions) of at least $25,000 which, together with my present holdings of Pacific Capital Fund
this shares (at public offering price on date of this Letter), will equal or exceed the minimum amount
application). checked below:*

- ----------------------- [ ] $ 25,000 [ ] $ 50,000 [ ] $ 100,000 [ ] $250,000
Check appropriate box [ ] $500,000 [ ] $1,000,000

[ ] YES [ ] NO *Accumulated investments must aggregate at least $100,000 for reduced sales charges to apply to
purchases of shares of the Short-Intermediate U.S. Treasury Securities Fund or the Tax-Free Short
Intermediate Securities Fund.

- ------------------------------------------------------------------------------------------------------------------------------------
STEP 3 SPECIAL FEATURES

A. AUTOMATIC INVEST PROGRAM
- -----------------------
Check appropriate box
[ ] YES [ ] NO

This option provides you with a convenient way to have amounts automatically drawn on your financial
institution account and invested in your Pacific Capital Fund account. To establish this program, please
complete Step 5, Sections A & B of this Application.

I wish to make regular monthly investments. The minimum initial purchase is reduced to $100 per Fund
when you use this service. Subsequent minimum purchase is $50 for each Fund. YOU MUST ATTACH A
PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK.

Amount
----------- Fund $ --------- Please select how often you would like to have the amount(s)
shown above withdrawn from your checking account and invested
----------- Fund $ --------- into the above selected Fund(s).
----------- Fund $ --------- [ ] Once each month -- on [ ] Twice each month on the 1st
the 1st and the 16th
Total $ --------- [ ] Once each month -- on [ ] Once each quarter on the 1st
the 16th beginning in the month of
-----------------.

- ------------------------------------------------------------------------------------------------------------------------------------
B. TELEPHONE INVESTMENT
- -----------------------
Check appropriate box
[ ] YES [ ] NO

This option provides you with a convenient way to add to your account at any time you wish by simply
calling the Pacific Capital Funds toll-free at 1-800-258-9232. To establish this program, please
complete Step 5, Sections A & B of this Application. YOU MUST ATTACH A PRE-PRINTED DEPOSIT SLIP OR
VOIDED CHECK.

- ------------------------------------------------------------------------------------------------------------------------------------
C. AUTOMATIC WITHDRAWAL PLAN

Application must be
received in good order
at least two weeks
prior
to 1st actual
liquidation date.

- -----------------------
Check appropriate box
[ ] YES [ ] NO

Please establish an Automatic Withdrawal Plan for this account, subject to the terms of the Automatic
Withdrawal Plan Provisions set forth below. To realize the amount stated below, BISYS Fund Services,
Inc. (the "Agent") is authorized to redeem sufficient shares from this account at the then current Net
Asset Value, in accordance with the terms below:

The minimum Automatic Withdrawal amount is $100 per Fund.

$ ---------------------------
------------------------- Fund
$ ---------------------------
------------------------- Fund
Total $ ---------------------------

Please select how often you would like to have payments made
from your account under the Automatic Withdrawal Plan.

[ ] Once each month -- on the [ ] Twice each month on the 1st and 16th
1st
[ ] Once each month -- on the [ ] Once each quarter on the 1st beginning in
16th the month of
-------------------- .

Please choose one of the following options:
[ ] Mail check to my address listed in Step 1a.
[ ] Mail check as requested in Step 3f.
</TABLE>
<PAGE> 35
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------------------------
D. 1. TELEPHONE EXCHANGE

This option allows you
to effect exchanges
among accounts in your
name within the Pacific
Capital group of Funds,
as described in the
Prospectus, by
telephone.

- -----------------------
Check appropriate box
[ ] YES [ ] NO

The Agent is authorized to accept and act upon my/our or any other person's telephone instructions to
execute the exchange of shares of one Pacific Capital Fund for one of the funds into which exchange is
permitted, as designated in the Prospectus, with identical shareholder registration. The exchange will
be executed at the relative net asset values of the two funds as next determined following receipt of
such instructions.

Except for gross negligence in acting upon such telephone instructions to execute an exchange and
subject to the conditions set forth herein, I (we) understand and agree to hold harmless the Agent, each
of the Pacific Capital Funds, and their respective officers, directors, trustees, employees, agents and
affiliates against any liability, damage, expense, claim or loss, including reasonable costs and
attorney's fees resulting from acceptance of or acting or failure to act upon this Authorization.

TO MAKE A TELEPHONE EXCHANGE, CALL THE AGENT AT 1-800-258-9232.
2. TELEPHONE REDEMPTION
This option allows you
to effect telephone
redemptions, as
described in the
Prospectus.

- -----------------------
Check appropriate box
[ ] YES [ ] NO

The Agent is authorized to accept and act upon my/our or any other person's telephone instructions to
execute a redemption of shares of one or more Pacific Capital Funds. The redemption will be executed at
net asset value next determined following receipt of such instructions.

Except for gross negligence in acting upon such telephone instructions to execute a redemption and
subject to the conditions set forth herein, I (we) understand and agree to hold harmless the Agent, each
of the Pacific Capital Funds, and their respective officers, directors, trustees, employees, agents and
affiliates against any liability, damage, expense, claim or loss, including reasonable costs and
attorney's fees resulting from acceptance of or acting or failure to act upon this Authorization.

TO MAKE A TELEPHONE REDEMPTION, CALL THE AGENT AT 1-800-258-9232.

- -------------------------------------------------------------------------------------------------------------------------------
E. EXPEDITED REDEMPTION
The proceeds will be
deposited to your
financial institution
account listed.

- -----------------------
Check appropriate box
[ ] YES [ ] NO
TO MAKE AN EXPEDITED
REDEMPTION, CALL THE
AGENT AT
1-800-258-9232.

Cash proceeds in any amount from the redemption of shares will be mailed or wired, whenever possible,
upon request, if in an amount of $1,000 or more to my (our) account at a financial institution. The
financial institution account must be in the same name(s) as this Pacific Capital Fund account is
registered. YOU MUST ATTACH A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK.

----------------------------------------------
Financial Institution Account Registration

----------------------------------------------
Name of Financial Institution

----------------------------------------------
Street

----------------------------------------------
Financial Institution Account Number

----------------------------------------------
Financial Institution Transit/Routing

----------------------------------------------
City State Zip Code

- -------------------------------------------------------------------------------------------------------------------------------
F. SECONDARY ADDRESS

- -----------------------
Check appropriate box
[ ] YES [ ] NO

Checks should be made payable as indicated below. If check is payable to a financial institution, i.e.,
a commercial bank, savings bank or credit union, for your account, indicate financial institution name,
address and your account number.

----------------------------------------------
First Name Middle Initial Last Name

----------------------------------------------
Street

----------------------------------------------
City State Zip Code

----------------------------------------------
Name of Financial Institution

----------------------------------------------
Street

----------------------------------------------
City State Zip Code

---------------------------------------------
Financial Institution Account Number
</TABLE>
<PAGE> 36

- --------------------------------------------------------------------------------
STEP 4 CLIENT AGREEMENT
CLIENT AGREEMENT After reading this section, please sign in Step 5, Section B.

To: BISYS Fund Services Limited Partnership (the "Distributor"), and BISYS
Fund Services, Inc. (the "Transfer Agent") and Pacific Century Trust (the
"Investment Adviser").
I (We) have full right, power, authority and legal capacity; and am (are) of
legal age in my (our) state of residence to purchase shares of the investment
portfolios ("Funds") of the Pacific Capital Funds (the "Fund Company"). I (we)
affirm that I (we) have received and read the current prospectus(es) of the
Fund(s) selected and agree to be bound by its terms.
a. THE MEANING OF WORDS IN THIS AGREEMENT: The words "I," "me" and "my" refer to
the person(s) who signed this Agreement. The words "you" and "your" refer to the
Distributor and the Transfer Agent.
b. REPRESENTATIONS. I understand that you provide no investment, tax, or legal
advice, and I have relied on my independent judgement with respect to the
suitability or potential value of any security or order.
c. DEBIT AUTHORIZATION AND SETTLEMENT. If I authorize, and if the Transfer Agent
approves, the use of my bank account designated in Step 3. Section E of this
Account Registration Form (the "designated account") as the settlement account
in connection with this account. I understand and agree that the Transfer Agent
may debit the designated account for payment of securities purchased by me
either by way of this Account Registration Form and order, by signing up for the
Automatic Investment Plan, or for subsequent purchases in any Funds as I may
direct. If I have instructed that a purchase be settled through a debit of my
account, I certify that I have the power and authority to debit the account. I
agree to have sufficient collected funds available in the designated account to
cover the amounts due on purchase of securities at the time of placing my order.
If I have designated another method of payment, I agree to deliver sufficient
collected funds to cover the amount due by 9:00 a.m. (Eastern Time) on the
settlement date. I understand that if sufficient collected funds are not
available, my purchase will be rejected and I will be liable for any resulting
loss.
If the Transfer Agent executes a transaction but fails to receive sufficient
payment for such shares, the Transfer Agent may, without prior notice, redeem
any Pacific Capital shares. I agree to reimburse the Fund or BISYS Fund
Services, Inc. on demand for any costs, losses or liabilities incurred by such
party in collection of the debit balance.
I understand and agree that the Transfer Agent may credit the designated
account with dividend distributions, Automatic Withdrawal Plan, and other
distributions that are payable to me (us) by the Fund Company.
I further understand that the Automatic Withdrawal Plan and the Automatic
Investment Plan may be terminated or modified at any time without notice.
d. FORCE MAJEURE. You shall not be liable for any loss or delay caused directly
or indirectly by war, natural disaster, government restrictions, exchange or
market rulings or other conditions beyond your control.
e. RECORDING CONVERSATIONS. I understand and agree that, for our mutual
protection, telephone conversations may be recorded without further notice.
f. APPLICABLE LAWS AND REGULATIONS. All transactions shall be subject to rules,
regulations, customs and usages of the exchange, market or clearinghouse where
executed, all applicable federal and state laws and regulations, and the
policies and procedures as determined by the Fund Company set forth in its then
current prospectus(es).
g. GOVERNING LAWS. The Agreement shall be governed by the laws of the State of
Ohio as applicable.
h. RELIANCE ON REPRESENTATIONS. I understand that you shall rely on the
information that I have set forth in this Agreement. I agree that all changes to
this information shall be promptly provided to the Transfer Agent in writing.
The Transfer Agent is entitled to rely on this information until I change it by
subsequent written notice.
i. DELIVERY AND RECEIPT. Any orders for transactions in the Funds under this
Agreement will NOT be effective until received and approved by the Distributor
and the Transfer Agent at their offices in Columbus, Ohio. The Distributor and
the Transfer Agent shall not be responsible for any losses or lost profit
opportunity I may experience due to any delays in the execution of purchase and
redemption orders as a result of delayed receipt of such orders.
j. INSTRUCTIONS. Neither the Distributor, the Transfer Agent nor the Fund
Company shall be liable for any loss, damages, expense or cost arising out of
any telephone redemption effected in accordance with the Fund Company's
telephone redemption procedures, upon instructions reasonably believed to be
genuine. The Fund Company and its agents will employ procedures designated to
provide reasonable assurance that instructions by telephone are genuine. These
procedures include recording all phone conversations, sending confirmations to
shareholders within 72 hours of the telephone transaction, verification of
account name and account number or tax identification number and sending
redemption proceeds only to the address of record or to a previously authorized
bank account.
k. ARBITRATION. This paragraph contains what is sometimes referred to as a
predispute arbitration clause. In this regard, I am aware of the following:
(i) Arbitration is final and binding on the parties.
(ii) The parties are waiving their right to seek remedies in court, including
the right to jury trial.
(iii) Pre-arbitration discovery is generally more limited than and different
from court proceedings.
(iv) The arbitrators' award is not required to include factual findings or legal
reasoning and any party's right to appeal or to seek modification of rulings by
the arbitrators is strictly limited.
(v) The panel of arbitrators will typically include a minority of arbitrators
who were or are affiliated with the securities industry.
(vi) All agreements shall include a statement that "No person shall bring a
putative or certified class action to arbitration, nor seek to enforce any
predispute arbitration agreement against any person who has initiated in court a
putative class action; or who is a member of a putative class who has not opted
out of the class with respect to any claims encompassed by the putative class
action until: (i) the class certification is denied, or (ii) the class is
decertified, or (iii) the person against whom the arbitration agreement would be
enforced is excluded from the class by the court. Such forbearance to enforce an
agreement to arbitrate shall not constitute a waiver of any rights under this
agreement except to the extent stated herein."
It is agreed that any controversy between me and the Fund Company and/or any
of its service providers (including the Investment Adviser) arising out of this
Agreement or my business with you, shall be settled by arbitration conducted in
accordance with the rules of the National Association of Securities Dealers,
Inc. or the American Arbitration Association, as I may elect. Failure to notify
you of such election in writing within five (5) days after receipt from you of a
request for arbitration shall be deemed to be authorization to make such
election on my behalf. Judgement upon the award of the arbitrators may be
entered by any court having jurisdiction.
l. INDEMNIFICATION. As additional consideration for the services of the
Distributor, the Transfer Agent and the Investment Adviser, with regard to this
Account, I agree to indemnify and hold each of them, the Fund Company, and their
officers, directors, employees and agents harmless from and against any and all
losses, demands, claims, actions, expenses and attorney's fees arising out of or
in connection with this Agreement which are not caused by their negligence or
willful misconduct. The provisions of this Section shall survive termination of
this Agreement; the provisions of this Section shall be binding on my successors
and assigns.
m. I understand that if disbursements out of this account are to anyone other
than the applicant or the applicant's joint tenant, a signature guarantee will
be required.

n. With respect to Step 3, I understand that if the 1st or 16th should fall on a
non-business day, the transaction will be effective on the next business day.

o. I UNDERSTAND THAT MUTUAL FUND SHARES ARE NOT DEPOSITS OF ANY BANK, ARE NOT
INSURED BY THE FDIC, ARE NOT OBLIGATIONS OF ANY BANK OR THE U.S. GOVERNMENT AND
ARE NOT ENDORSED OR GUARANTEED IN ANY WAY BY ANY BANK.
<PAGE> 37

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

STEP 5 DEPOSITORS AUTHORIZATION TO HONOR DEBITS

SECTION A IF YOU SELECTED AUTOMATIC INVESTMENT OR TELEPHONE INVESTMENT YOU
MUST ALSO COMPLETE STEP 5,

SECTIONS A & B.

I/We authorize the Financial Institution listed below to charge my/our account
for any drafts or debits drawn on my/our account initiated by the Agent, BISYS
Fund Services, Inc., and to pay such sums in accordance therewith, provided
my/our account has sufficient funds to cover such drafts or debits. I/We further
agree that your treatment of such orders will be the same as if I/we personally
signed or initiated the drafts or debits.

I/we understand that this authority will remain in effect until you receive
my/our written instructions to cancel this service. I/We also agree that if any
such drafts or debits are dishonored, for any reason, you shall have no
liabilities.

FINANCIAL INSTITUTION ACCOUNT NUMBER

<TABLE>
<S> <C>
NAME AND ADDRESS ------------------------------------------------------------
WHERE MY/OUR NAME OF FINANCIAL INSTITUTION
ACCOUNT IS ------------------------------------------------------------
MAINTAINED STREET ADDRESS
------------------------------------------------------------
CITY STATE ZIP
CODE
NAME(S) AND ---------------------------------------------------- ------------------
SIGNATURE(S) OF PLEASE PRINT DATE
DEPOSITOR(S) AS ---------------------------------------------------- ------------------
THEY APPEAR WHERE SIGNATURE DATE
ACCOUNT IS ----------------------------------------------------
REGISTERED PLEASE PRINT
----------------------------------------------------
SIGNATURE
</TABLE>

- --------------------------------------------------------------------------------
SECTION B SHAREHOLDER AUTHORIZATION / SIGNATURE(S) REQUIRED
- I/We authorize the Pacific Capital Funds and its agents to act upon these
Instructions for the features that have been checked.
- I/We acknowledge that in connection with an Automatic Investment or
Telephone Investment, if my/our account at the Financial Institution has
insufficient funds, Pacific Capital Funds and its agents may cancel the
purchase transaction and are authorized to liquidate other shares or
fractions thereof held in my/our Pacific Capital Fund account to make up any
deficiency resulting from any decline in the net asset value of shares so
purchased and any dividends paid on those shares. I/We understand that in
the event of such deficiency, Pacific Capital Funds and its agents will
first liquidate shares of the Pacific Capital Fund to which the purchase
transaction relates, and then, in the discretion of Pacific Capital Funds
and its agents, shares of any other Pacific Capital Fund in my/our account
at the Financial Institution. I/We authorize Pacific Capital Funds and its
agents to correct any transfer error by a debit or credit to my/our
financial Institution account and/or Fund account and to charge the account
for any related charges.
- I/We acknowledge that shares purchased either through Automatic Investment
or Telephone Investment are subject to applicable sales charges.
- The undersigned warrants that he/she has full authority and is of legal age
to purchase shares of the Pacific Capital Fund(s) designated above and has
received and read a current Prospectus of such Fund(s) and agrees to its
terms. Pacific Capital Funds, Agent and the Distributor and their Trustees,
directors, employees and agents will not be liable for acting upon
instructions believed to be genuine, and will not be responsible for any
losses resulting from unauthorized telephone transactions if the Agent
follows reasonable procedures designed to verify the identity of the caller.
The Agent will request some or all of the following information: account
name and number, name(s) and social security number registered to the
account and personal identification; the Agent may also record calls.
Shareholders should verify the accuracy of confirmation statements
immediately upon receipt. Under penalties of perjury, the undersigned whose
Social Security (Tax I.D.) Number is shown above certifies(I) that Number is
my correct taxpayer identification number and (II) currently I am not under
IRS notification that I am subject to backup withholding (line out (II) if
under notification). If no such Number is shown, the undersigned further
certifies, under penalties of perjury, that either (a) no such Number has
been issued, and a Number has been or will soon be applied for. If a Number
is not provided to you within sixty days, the undersigned understands that
all payments (including liquidations) are subject to 31% withholding under
federal tax law, until a Number is provided and the undersigned may be
subject to a $50 I.R.S. penalty; or (b) that the undersigned is not a
citizen resident of the U.S.; and either does not expect to be in the U.S.
for more than 182 days during each calendar year and does not conduct a
business in the U.S. which would receive any gain from the Fund, or is
exempt under an income tax treaty. NOTE: ALL REGISTERED OWNERS OF THE
ACCOUNT MUST SIGN BELOW. FOR A TRUST, ALL TRUSTEES MUST SIGN*

THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN STEP 4, LETTER K.

<TABLE>
<S> <C> <C>
- ------------------------------------------ ------------------------------------------ ------------------
INDIVIDUAL (OR CUSTODIAN) JOINT REGISTRANT, IF ANY DATE

- ------------------------------------------
CORPORATE OFFICER, PARTNER, TRUSTEE(S), ------------------------------------------ ------------------
ETC. TITLE DATE

*FOR A TRUST, CORPORATION OR ASSOCIATION, THIS FORM MUST BE ACCOMPANIED BY PROOF OF AUTHORITY TO SIGN, SUCH
AS A CERTIFIED COPY OF THE CORPORATE RESOLUTION OR A CERTIFICATE OF INCUMBENCY UNDER THE TRUST
INSTRUMENT.
</TABLE>
<PAGE> 38

SPECIAL INFORMATION
- Certain features (Automatic Investment, Telephone Investment, Expedited
Redemption and Direct Deposit of Dividends) are effective 15 days after this
form is received in good order by the Fund's Agent.
- You may cancel any feature at any time, effective 3 days after the Agent
receives notice from you.
- Either the Fund or the Agent may cancel any feature, without prior notice,
if in its judgment your use of any feature involves unusual effort or
difficulty in the administration of your account.
- The Fund reserves the right to alter, amend or terminate any or all features
or to charge a service fee upon 30 days' written notice to shareholders
except if additional notice is specifically required by the terms of the
Prospectus.
BANKING INFORMATION
- If your Financial Institution account changes, you must complete a Ready
Access Features form which may be obtained from the Agent at 1-800-258-9232
and send it to the Agent together with a "voided" check or pre-printed
deposit slip from the new account. The new Financial Institution change is
effective in 15 days after this form is received in good order by the Fund's
Agent.
TERMS OF LETTER OF INTENT AND ESCROW
By checking Box 2c and signing the Application, the investor is entitled to
make each purchase at the public offering price applicable to a single
transaction of the dollar amount checked above, and agrees to be bound by the
terms and conditions applicable to Letters of Intent appearing below.
The investor is making no commitment to purchase shares, but if the
investor's purchases within thirteen months from the date of the investor's
first purchase do not aggregate $25,000, or, if such purchases added to the
investor's present holdings do not aggregate the minimum amount specified
above, the investor will pay the increased amount of sales charge prescribed
in the terms of escrow below.
The commission to the dealer or broker, if any, named herein shall be at the
rate applicable to the minimum amount of the investor's specified intended
purchases checked above. If the investor's actual purchases do not reach this
minimum amount, the commissions previously paid to the dealer will be adjusted
to the rate applicable to the investor's total purchases. If the investor's
purchases exceed the dollar amount of the investor's intended purchases and
pass the next commission break-point, the investor shall receive the lower
sales charge, provided that the dealer returns to the Distributor the excess
of commissions previously allowed or paid to him over that which would be
applicable to the amount of the investor's total purchases.
The investor's dealer or broker shall refer to this Letter of Intent in
placing any future purchase orders for the investor while this Letter is in
effect.
The escrow shall operate as follows:
1. Out of the initial purchase (or subsequent purchases if necessary), 3% of
the dollar amount specified in the Letter of Intent shall be held in
escrow in shares of the Fund by the Agent. All dividends and any capital
distributions on the escrowed shares will be credited to the investor's
account.
2. If the total minimum investment specified under the Letter is completed
within a thirteen-month period, the escrowed shares will be promptly
released to the investor. However, shares disposed of prior to completion
of the purchase requirement under the Letter will be deducted from the
amount required to complete the investment commitment.
3. If the total purchases pursuant to the Letter are less than the amount
specified in the Letter as the intended aggregate purchase, the investor
must remit to the Agent an amount equal to the difference between the
dollar amount of sales charges actually paid and the amount of sales
charges which would have been paid if the total amount purchased had been
made at a single time. If such difference in sales charges is not paid
within twenty days after receipt of a request from the Agent or the
dealer, the Agent will, within sixty days after the expiration of the
Letter, redeem the number of escrowed shares necessary to realize such
difference in sales charges. Any shares remaining after such redemption
will be released to the investor. The escrow of shares will not be
released until any additional sales charge due has been paid as stated in
this section.
4. By checking Box 2c and signing the Application, the investor irrevocably
constitutes and appoints the Agent or the Distributor as his attorney to
surrender for redemption any or all escrowed shares on the books of the
Fund.
AUTOMATIC WITHDRAWAL PLAN PROVISIONS
By requesting an Automatic Withdrawal Plan, the applicant agrees to the terms
and conditions applicable to such plans, as stated below.
1. The Agent will administer the Automatic Withdrawal Plan (the "Plan") as
agent for the person (the "Planholder") who executed the Plan
authorization.
2. Certificates will not be issued for shares of the Fund purchased for and
held under the Plan, but the Agent will credit all such shares to the
Planholder on the records of the Fund. Any share certificates now held by
the Planholder may be surrendered unendorsed to the Agent with the
application so that the shares represented by the certificate may be held
under the Plan.
3. Dividends and distributions will be reinvested in shares of the Fund at
the Net Asset Value.
4. Redemptions of shares in connection with disbursement payments will be
made at the Net Asset Value per share in effect at the close of business
on the first business day of the month or quarter.
5. The amount and the interval of disbursement payments and the address to
which checks are to be mailed may be changed, at any time, by the
Planholder on written notification to the Agent. The Planholder should
allow at least two weeks' time in mailing such notification before the
requested change can be put in effect.
6. The Planholder may, at any time, instruct the Agent by written notice (in
proper form in accordance with the requirements of the then current
prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan. In such case the Agent will redeem the number of shares
requested at the Net Asset Value per share in effect in accordance with
the Fund's usual redemption procedures and will mail a check for the
proceeds of such redemption to the Planholder.
7. The Plan may, at any time, be terminated by the Planholder on written
notice to the Agent, or by the Agent upon receiving directions to that
effect from the Fund. The Agent will also terminate the Plan upon receipt
of evidence satisfactory to it of the death or legal incapacity of the
Planholder. Upon termination of the Plan by the Agent or the Fund, shares
remaining unredeemed will be held in an uncertificated account in the
name of the Planholder, and the account will continue as a dividend-
reinvestment, uncertificated account unless and until proper instructions
are received from the Planholder, his executor or guardian, or as
otherwise appropriate.
8. The Agent shall incur no liability to the Planholder for any action taken
or omitted by the Agent in good faith.
9. In the event that the Agent shall cease to act as transfer agent for the
Fund, the Planholder will be deemed to have appointed any successor
transfer agent to act as his Agent in administering the Plan.
10. Purchases of additional shares concurrently with withdrawals are
undesirable because of sales charges when purchases are made.
Accordingly, a Planholder may not maintain this Plan while simultaneously
making regular purchases. While an occasional lump sum investment may be
made, such investment should normally be an amount equivalent to three
times the annual withdrawal or $5,000, whichever is less.
<PAGE> 39

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 40

INVESTMENT ADVISER
Pacific Century Trust
111 S. King Street
Honolulu, Hawaii 96813

ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219-3035

LEGAL COUNSEL
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Los Angeles, California 90071

INDEPENDENT AUDITORS
Ernst & Young LLP
One Columbus, Suite 2300
10 West Broad Street
Columbus, Ohio 43215

TRANSFER AGENT

BISYS Fund Services, Inc.

3435 Stelzer Road

Columbus, Ohio 43219-3035

PCP-0022

[PACIFIC CAPITAL FUNDS LOGO]

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

Growth and Income Fund
Growth Stock Fund
------------------------
Class A and Class B
Retail Shares

November 29, 1997

(as supplemented on March 16, 1998)

<PAGE> 41

PACIFIC CAPITAL FUNDS

U.S. TREASURY SECURITIES FUND*

SHORT INTERMEDIATE U.S. TREASURY SECURITIES FUND*

DIVERSIFIED FIXED INCOME FUND
TAX-FREE SECURITIES FUND

TAX-FREE SHORT INTERMEDIATE SECURITIES FUND*

3435 Stelzer Road
Columbus, Ohio 43219-3035

Pacific Capital Funds (the "Trust") is a professionally managed, open-end,
management investment company with multiple funds available for investment. This
Prospectus contains information about five of the funds of the Trust--the
Diversified Fixed Income Fund, the Short Intermediate U.S. Treasury Securities
Fund, the Tax-Free Securities Fund, the Tax-Free Short Intermediate Securities
Fund and the U.S. Treasury Securities Fund (each a "Fund" and collectively, the
"Funds"). The Funds are advised by Pacific Century Trust ("Pacific Century"), a
division of Bank of Hawaii and sponsored, administered and distributed by BISYS
Fund Services ("BISYS" or the "Distributor").

This Prospectus relates only to the Class A and Class B shares of each
Fund; certain investors may qualify to invest in a Fund's Class Y shares, which
are not offered hereby. See "General Information--Description of the Trust and
its Shares." This Prospectus sets forth concisely the information a prospective
investor should know before investing in any of the Funds. Investors should read
this Prospectus carefully and retain it for future reference. A Statement of
Additional Information ("SAI") dated November 29, 1997 (as supplemented on March
4, 1998), containing additional and more detailed information about the Funds
has been filed with the Securities and Exchange Commission (the "Commission")
and is hereby incorporated by reference into this Prospectus. The SAI is
available without charge and can be obtained by writing to the Funds at the
address printed above or by calling 800-258-9232.

* Currently, the Class B shares of these Funds are not being offered to the
public.

FOR PURCHASE, REDEMPTION, ACCOUNT OR GENERAL INQUIRIES CONTACT THE TRUST AT:
PACIFIC CAPITAL FUNDS, P.O. BOX 182130, COLUMBUS, OHIO 43218-2130

800-258-9232

THIS PROSPECTUS SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE
------------------------
SHARES OF PACIFIC CAPITAL FUNDS ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR
GUARANTEED BY, BANK OF HAWAII OR ANY OF ITS AFFILIATES. SUCH SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
AGENCY. AN INVESTMENT IN THE FUND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

PROSPECTUS DATED NOVEMBER 29, 1997

(AS SUPPLEMENTED ON MARCH 16, 1998)

<PAGE> 42

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Highlights.................................................. 1
Fund Expenses............................................... 3
Financial Highlights........................................ 6
Investment Objectives and Policies of the Funds............. 8
Additional Discussion Regarding Permitted Investment
Activities................................................ 9
Additional Investment Restrictions.......................... 18
Management, Advisory and Other Service Arrangements......... 18
Valuation of Class A and Class B shares..................... 21
How to Purchase Class A and Class B shares.................. 22
How to Redeem Class A and Class B shares.................... 28
Dividend and Tax Information................................ 30
General Information......................................... 33
</TABLE>

<PAGE> 43

HIGHLIGHTS

This Prospectus describes the Funds, each of which has its own distinct
investment objectives and policies, which are described and summarized here.

U.S. TREASURY SECURITIES FUND--The primary investment objective of the U.S.
Treasury Securities Fund, a diversified portfolio, is to provide investors with
a high level of current income consistent with prudent risk of capital. Capital
appreciation is a secondary investment objective of the U.S. Treasury Securities
Fund. The U.S. Treasury Securities Fund seeks to achieve these objectives by (i)
investing primarily in U.S. Treasury bonds, notes, bills ("U.S. Treasury
Securities") and repurchase agreements that are collateralized by U.S. Treasury
Securities; and (ii) varying the dollar-weighted average remaining maturity of
its portfolio to take advantage of changes in interest rates.

SHORT INTERMEDIATE U.S. TREASURY SECURITIES FUND--The primary investment
objective of the Short Intermediate U.S. Treasury Securities Fund, a diversified
portfolio, is to provide investors with a high level of current income
consistent with prudent risk of capital. Capital appreciation is a secondary
objective of the Short Intermediate U.S. Treasury Securities Fund. The Short
Intermediate U.S. Treasury Securities Fund seeks to achieve these objectives by
investing primarily in U.S. Treasury Securities and repurchase agreements that
are collateralized by U.S. Treasury Securities. Under normal market conditions,
the dollar-weighted average remaining maturity of the Short Intermediate U.S.
Treasury Securities Fund's portfolio will be from two to five years.

DIVERSIFIED FIXED INCOME FUND--The investment objective of the Diversified
Fixed Income Fund, a diversified portfolio, is to seek a high level of current
income. The Diversified Fixed Income Fund seeks to achieve this objective by
investing primarily in obligations issued or guaranteed by the U.S. Government,
its agencies, or instrumentalities ("U.S. Government Obligations") and in
investment grade debt securities. Pacific Century will monitor the Diversified
Fixed Income Fund's portfolio performance on an ongoing basis and reallocate
assets in response to actual and anticipated market and economic changes. This
approach may result in significant variations in the dollar-weighted average
remaining maturity of the Diversified Fixed Income Fund's portfolio.

TAX-FREE SECURITIES FUND--The investment objective of the Tax-Free
Securities Fund, a non-diversified portfolio, is to provide investors with a
high level of current income exempt from federal income tax and Hawaii income
tax. The Tax-Free Securities Fund pursues this objective by investing, under
normal market conditions, at least 80% of the Fund's net assets in debt
obligations of issuers that pay interest that, in the opinion of counsel to the
issuer, is exempt from federal income tax and is not subject to the federal
alternative minimum tax ("Municipal Obligations"). In addition, the Tax-Free
Securities Fund intends to invest at least 50%, and no more than 60%, of the
market value of its securities in debt obligations issued by or on behalf of the
State of Hawaii and its political subdivisions, agencies and instrumentalities
and other issuers which pay interest that is exempt from Hawaii personal income
tax and exempt from federal income tax, but which, subject to the guidelines
discussed above, may be subject to the federal alternative minimum tax
("Hawaiian Municipal Obligations"). Pacific Century will monitor the Tax-Free
Securities Fund's portfolio performance on an ongoing basis and will reallocate
assets in response to actual and anticipated market and economic changes. This
approach may result in significant variations in the dollar-weighted average
remaining maturity of the Tax-Free Securities Fund's portfolio.

TAX-FREE SHORT INTERMEDIATE SECURITIES FUND--The investment objectives of
the Tax-Free Short Intermediate Securities Fund, a non-diversified portfolio,
are to provide investors with a high level of current income, exempt from
federal income tax and Hawaii income tax, and to provide greater price stability
than a long-term

PROSPECTUS

1
<PAGE> 44

bond fund. The Tax-Free Short Intermediate Securities Fund pursues these
objectives by investing, under normal market conditions, at least 80% of its net
assets in Municipal Obligations. In addition, the Tax-Free Short Intermediate
Securities Fund intends to invest at least 50%, and no more than 60%, of the
market value of its securities in Hawaiian Municipal Obligations. Under normal
market conditions, the dollar-weighted average remaining maturity of the
Tax-Free Short Intermediate Securities Fund's portfolio will be from two to five
years.

CERTAIN RISKS

Investments in all of the Funds are subject to default risk (i.e., the risk
that the issuers of securities in which a Fund invests may default in the
payment of principal and/or interest), although the U.S. Treasury Securities
held by the U.S. Treasury Securities Fund and the Short Intermediate U.S.
Treasury Fund are direct obligations of the U.S. Government. The Funds are also
subject to interest rate risk (i.e., the risk that increases in market interest
rates may adversely affect the value of the debt securities in which a Fund
invests and hence the value of an investment in such Fund). There can, of
course, be no assurance that any mutual fund will achieve its investment
objective. In addition, unlike insured bank deposits, no investment in any Fund
is insured against loss of principal. See "Additional Discussion Regarding
Permitted Investment Activities--Additional Risk Disclosure."

PURCHASE OF CLASS A AND CLASS B SHARES

Class A and Class B shares of each Fund are sold on a continuous basis and
may be purchased by mail or by electronic transfer. See "How to Purchase Class A
and Class B Shares." Initial purchases may only be made with a minimum
investment of $1,000 (the $1,000 minimum may be waived or reduced for certain
accounts; the minimum initial purchase is $250 for Individual Retirement
Accounts ("IRAs") and $100 for Auto Invest Plan participants). Subsequent
investments may be made with as little as $50. For more information about
purchasing Fund shares call the Pacific Capital Funds at 1-800-258-9232 or
contact your Participating Organization (defined below).

Class A shares of the Funds are offered at net asset value plus a sales
load at the time of purchase. Class B shares of the Funds are offered at net
asset value without the imposition of a sales charge at the time of purchase,
but are charged a deferred sales charge if shares are redeemed within six years
of purchase. See "Valuation of Class A and Class B Shares." Only institutions
(including Bank of Hawaii and its affiliated and correspondents banks)
("Institutions") acting on behalf of customers having a qualified trust account,
employee benefit account or other qualifying relationship at such Institution
are eligible to invest in the Class Y shares of each Fund, which are not offered
hereby. See "General Information."

DIVIDENDS AND DISTRIBUTIONS

The Funds will declare dividends of substantially all of their net income
daily and will pay such dividends monthly. Any net capital gains of a Fund will
be distributed at least annually. At an investor's choice, dividends are paid by
mail, directly deposited into a financial institution account, or automatically
reinvested, without sales charges, in additional shares at the then-current net
asset value. If no election is made, dividends will be automatically reinvested.
See "Dividend and Tax Information."

PROSPECTUS

2
<PAGE> 45
PACIFIC CENTURY AND BISYS

For its services as investment adviser to the Funds, Pacific Century
receives a fee from each Fund at annual rates that are based on the Fund's
average daily net assets. See "Fund Expenses" and "Management, Advisory and
Other Service Arrangements." A division of Bank of Hawaii, Pacific Century was
founded in 1898 and is the oldest and largest trust company in Hawaii. It has
investment authority over approximately $7.5 billion in client financial assets,
including having investment authority over approximately $1.5 billion in
municipal obligations. Pacific Century is not authorized to and does not carry
on a banking business.

REDEMPTION OF CLASS A AND CLASS B SHARES

FUND EXPENSES

TABLE OF EXPENSES(a)

<TABLE>
<CAPTION>
SHORT INTERMEDIATE TAX-FREE SHORT
U.S. TREASURY U.S. TREASURY DIVERSIFIED FIXED INTERMEDIATE
SECURITIES FUND SECURITIES FUND INCOME FUND SECURITIES FUND
-------------------- -------------------- -------------------- --------------------
CLASS A CLASS B(b) CLASS A CLASS B(b) CLASS A CLASS B(b) CLASS A CLASS B(b)
------- ---------- ------- ---------- ------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
MAXIMUM SALES LOAD IMPOSED ON
PURCHASES (AS A PERCENTAGE OF
OFFERING PRICE)................ 4.00% None 2.25% None 4.00% None 2.25% None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering
price)..................... None None None None None None None None
Deferred Sales Load (as a
percentage of original
purchase price or
redemption proceeds, as
applicable)................ None 5.00% None 5.00% None 5.00% None 5.00%
Redemption Fee (c)........... None None None None None None None None
Exchange Fee................. None None None None None None None None
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET
ASSETS)
Management Fees+............. 0.35% 0.35% 0.30% 0.30% 0.45% 0.45% 0.40% 0.40%
12b-1 Fees (after waivers)... 0.25% 1.00% 0.25% 1.00% 0.25% 1.00% 0.25% 1.00%
Other Expenses (after waivers
and reimbursements)........ 0.31% 0.31% 0.32% 0.32% 0.30% 0.30% 0.34% 0.34%
Total Fund Operating Expenses
(after waivers and
reimbursements)............ 0.91% 1.66% 0.87% 1.62% 1.00% 1.75% 0.99% 1.74%

TAX-FREE SECURITIES
FUND
--------------------
CLASS A CLASS B(b)
------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
MAXIMUM SALES LOAD IMPOSED ON
PURCHASES (AS A PERCENTAGE OF
OFFERING PRICE)................ 4.00% None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering
price)..................... None None
Deferred Sales Load (as a
percentage of original
purchase price or
redemption proceeds, as
applicable)................ None 5.00%
Redemption Fee (c)........... None None
Exchange Fee................. None None
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET
ASSETS)
Management Fees+............. 0.45% 0.45%
12b-1 Fees (after waivers)... 0.25% 1.00%
Other Expenses (after waivers
and reimbursements)........ 0.27% 0.27%
Total Fund Operating Expenses
(after waivers and
reimbursements)............ 0.97% 1.72%
</TABLE>

- ------------
+ Reflects waiver. See "Explanation of Table" below.
PROSPECTUS
3
<PAGE> 46

EXAMPLE

A shareholder would pay the following expenses on a $1,000 investment
assuming (1) 5% annual
return(d) and (2) redemption at the end of each time period.

<TABLE>
<CAPTION>
SHORT
INTERMEDIATE TAX-FREE SHORT TAX-FREE
U.S. TREASURY U.S. TREASURY DIVERSIFIED FIXED INTERMEDIATE SECURITIES
SECURITIES FUND SECURITIES FUND INCOME FUND SECURITIES FUND FUND
----------------- ----------------- ----------------- ----------------- -----------------
CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TIME PERIOD
1 year............. $ 49 $ 67 $ 31 $ 66 $ 50 $ 68 $ 32 $ 68 $ 49 $ 67
3 years............ $ 68 $ 82 $ 50 $ 81 $ 71 $ 85 $ 53 $ 85 $ 70 $ 84
5 years............ $ 88 $110 $ 70 $108 $ 93 $115 $ 76 $114 $ 91 $113
10 years........... $147 $183 $127 $172 $158 $190 $141 $188 $154 $187
</TABLE>

A shareholder would pay the following expenses on the same $1,000
investment, assuming no redemption.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 year............. -- $ 17 -- $ 16 -- $ 18 -- $ 18 -- $ 17
3 years............ -- $ 52 -- $ 51 -- $ 55 -- $ 55 -- $ 54
5 years............ -- $ 90 -- $ 88 -- $ 95 -- $ 94 -- $ 93
10 years........... -- $183 -- $172 -- $190 -- $188 -- $187
</TABLE>

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

(a) Investors who purchase shares through a Participating Organization,
including an affiliate of Pacific Century or an Institution (as defined
above), may be charged account-level fees for additional services provided
to them by such Participating Organization in connection with investment in
a Fund.
(b) Class B shares automatically convert to Class A shares approximately eight
years after initial purchase. See "Conversion of Class B Shares to Class A
Shares."
(c) The Transfer Agent will reduce the amount of a wire redemption payment by
its then current wire redemption charge. As of the date of this Prospectus,
there is no charge for wire redemptions. While this policy is subject to
change at any time, it is not anticipated that such charge would exceed $7
per wire redemption.
(d) The assumed 5% annual return is hypothetical and should not be considered a
representation of past or future annual return. The actual rate of return
may be greater or lesser than the assumed rate. The Example should not be
considered a representation of past or future expenses, and actual expenses
may be greater or lesser than those shown.

EXPLANATION OF TABLE

The purpose of the foregoing table is to assist shareholders in
understanding the various costs and expenses that an investor in the Class A and
Class B shares of the Funds will bear directly or indirectly. With respect to
the Class A shares of the Funds, the amounts set forth under "Annual Fund
Operating Expenses," as well as expense amounts used in the Example, are based
on actual amounts incurred during the most recent fiscal year. With respect to
the Class B shares of the Funds (which have not been publicly offered as of the
date of this Prospectus) all such amounts are based on estimated amounts for the
current fiscal year. In addition, with respect to the Class A shares of the
Funds, "Rule 12b-1 Fees" have been adjusted to reflect the current fee payable
(after voluntary waiver) as of the date of this Prospectus. See "Management,
Advisory and Other Service Arrangements -- The Sponsor, Administrator and
Distributor." The Example set forth above assumes reinvestment of dividends and
distributions and utilizes a 5% annual rate of return as mandated by the
Securities and Exchange Commission.

PROSPECTUS

4
<PAGE> 47

Pacific Century and BISYS each may elect, in its sole discretion, to
otherwise waive or reimburse its respective fees. Any such waivers or
reimbursements will reduce the total expenses of the Fund to which they apply,
thereby increasing yield or total return. As described above, the percentages
shown above under "Management Fees," "12b-1 Fees," "Other Expenses" and "Total
Fund Operating Expenses" reflect voluntary fee waivers and reimbursements.
Absent such waivers and reimbursements, these percentages would be (i) .60%,
0.75%, 0.35% and 1.70% for the Class A shares of the U.S. Treasury Securities
Fund; (ii) 0.50%, 0.75%, 0.37%, and 1.62% for the Class A shares of the Short
Intermediate U.S. Treasury Securities Fund; (iii) 0.60%, 0.75%, 0.34%, and 1.69%
for the Class A shares of the Diversified Fixed Income Fund; (iv) 0.50%, 0.75%,
0.39% and 1.64% for the Class A shares of the Tax-Free Short Intermediate
Securities Fund; (v) 0.60%, 0.75%, 0.31% and 1.66% for the Class A shares of the
Tax-Free Securities Fund; (vi) 0.60%, 0.35% and 1.95% for the Class B shares of
the U.S. Treasury Securities Fund; (vii) 0.50%, 0.37% and 1.87% for the Class B
shares of the Short Intermediate U.S. Treasury Securities Fund; (viii) 0.60%,
0.34% and 1.94% for the Class B shares of the Diversified Fixed Income Fund;
(ix) 0.50%, 0.39% and 1.89% for the Class B shares of the Tax-Free Short
Intermediate Securities Fund; and (x) 0.60%, 0.31% and 1.91% for the Class B
shares of the Tax-Free Securities Fund.

PROSPECTUS

5
<PAGE> 48

FINANCIAL HIGHLIGHTS

The Financial Highlights in the table below set forth certain financial data
and investment results of the Class A shares of the Funds since their inception,
expressed in one share outstanding throughout the relevant period. The Financial
Highlights are derived from the financial statements of Pacific Capital Funds
which have been audited by Ernst& Young LLP, independent auditors. The Financial
Highlights should be read in conjunction with the financial statements, related
notes, and other financial information included in the Statement of Additional
Information. The Trust's annual report contains additional performance
information relating to the Funds and is available upon request, without charge.
Financial information is not presented for the Class B shares, since Class B
shares were not publicly issued as of the date of this Prospectus.
<TABLE>
<CAPTION>
U.S. TREASURY SECURITIES FUND
CLASS A
--------------------------------------------------
NOVEMBER 1
YEAR ENDED YEAR ENDED YEAR ENDED 1993 TO
JULY 31, JULY 31, JULY 31, JULY 31,
1997 1996 1995(d) 1994(a)
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD
Investment Activities...... $ 9.13 $ 9.42 $ 9.04 $ 10.00
Net investment
income............... 0.52 0.53 0.50 0.31
Net realized and
unrealized gain
(loss) on
investments.......... 0.25 (0.20) 0.38 (1.00)
------- ------- ------- -------
Total from
Investment
Activities....... 0.77 0.33 0.88 (0.69)
------- ------- ------- -------
Distributions
Net investment
income............... (0.46) (0.53) (0.50) (0.27)
In excess of net
investment income.... (0.07) (0.09) -- --
In excess of net
realized gains....... -- -- -- --
------- ------- ------- -------
Total
Distributions.... (0.53) (0.62) (0.50) (0.27)
------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................... $ 9.37 $ 9.13 $ 9.42 $ 9.04
======= ======= ======= =======
Total Return (excludes
sales charges)........... 8.68% 3.43% 10.18% (6.95%)(c)
RATIOS/SUPPLEMENTARY DATA:
Net assets at end of
period (000)......... $ 1,087 $ 979 $ 1,035 $60,125
Ratio of expenses to
average net assets... 1.16% 1.20% 1.19% 1.15%(b)
Ratio of net investment
income to average net
assets............... 5.60% 5.55% 5.57% 4.62%(b)
Ratio of expenses to
average net
assets*.............. 1.70% 1.74% 1.81% 2.09%(b)
Ratio of net investment
income to average net
assets*.............. 5.06% 5.01% 4.96% 3.68%(b)
Portfolio Turnover(e)...... 44.90% 15.75% 80.98% 11.36%

<CAPTION>
SHORT INTERMEDIATE U.S. TREASURY SECURITIES FUND
CLASS A
---------------------------------------------------
DECEMBER 13,
YEAR ENDED YEAR ENDED YEAR ENDED 1993 TO
JULY 31, JULY 31, JULY 31, JULY 31,
1997 1996(d) 1995(d) 1994(a)
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD
Investment Activities...... $ 9.41 $ 9.60 $ 9.52 $ 10.00
Net investment
income............... 0.49 0.48 0.52 0.24
Net realized and
unrealized gain
(loss) on
investments.......... 0.14 (0.11) 0.05 (0.52)
------- ------- ------- -------
Total from
Investment
Activities....... 0.63 0.37 0.57 (0.28)
------- ------- ------- -------
Distributions
Net investment
income............... (0.49) (0.50) (0.49) (0.20)
In excess of net
investment income.... -- (0.04) -- --
In excess of net
realized gains....... -- (0.02) -- --
------- ------- ------- -------
Total
Distributions.... (0.49) (0.56) (0.49) (0.20)
------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................... $ 9.55 $ 9.41 $ 9.60 $ 9.52
======= ======= ======= =======
Total Return (excludes
sales charges)........... 6.92% 3.90% 6.28% (2.76%)(c)
RATIOS/SUPPLEMENTARY DATA:
Net assets at end of
period (000)......... $ 618 $ 1,156 $ 489 $ 3,419
Ratio of expenses to
average net assets... 0.87% 0.92% 0.99% 1.00%(b)
Ratio of net investment
income to average net
assets............... 5.22% 5.14% 5.51% 3.96%(b)
Ratio of expenses to
average net
assets*.............. 1.62% 1.67% 1.78% 5.39%(b)
Ratio of net investment
income to average net
assets*.............. 4.47% 4.39% 4.72% (0.43%)(b)
Portfolio Turnover(e)...... 51.56% 47.17% 62.73% 0.00%
</TABLE>

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

* During the period, certain fees were voluntarily reduced. In addition, the
investment adviser reimbursed expenses. If such voluntary fee reductions and
expense reimbursements had not occurred, the ratios would have been as
indicated.

(a) Period from commencement of operations.

(b) Annualized.

(d) The Financial Highlights presented for the Class A shares reflects
operations and distributions for the Fund, as a whole, for the period from
August 1, 1994 through October 13, 1994 combined with the operations and
distributions of the Class A shares only for the period from October 14,
1994 through July 31, 1995.

(e) Portfolio turnover is calculated on the basis of the Fund, as a whole,
without distinguishing between the classes of shares issued.

PROSPECTUS

6
<PAGE> 49

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
Diversified Tax-Free Short Intermediate
Fixed Income Fund Securities Fund
Class A Class A
------------------------------------- -------------------------------------
October 14, October 14,
YEAR ENDED YEAR ENDED 1994 to Year ended Year ended 1994 to
JULY 31, JULY 31, July 31, July 31, July 31, July 31,
1997 1996 1995(a) 1997 1996 1995(a)
---------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................ $10.45 $10.75 $ 10.0 $10.05 $10.11 $10.00
------ ------ ------ ------ ------ ------
Investment Activities
Net investment
income............... 0.57 0.59 0.49 0.37 0.37 0.30
Net realized and
unrealized gain
(loss) on
investment........... 0.35 (0.19) 0.74 0.13 (0.03) 0.08
------ ------ ------ ------ ------ ------
Total from
Investment
Activities....... 0.92 0.40 1.23 0.50 0.34 0.38
------ ------ ------ ------ ------ ------
Distributions
Net investment income (0.57) (0.58) (0.48) (0.37) (0.37) (0.27)
In excess of net
investment income.... -- (0.02) -- -- (0.03) --
In excess of net
realized gains....... (0.09) (0.10) -- -- -- --
Net realized gains..... -- -- -- (0.01) -- --
------ ------ ------ ------ ------ ------
Total
Distributions.... (0.66) (0.70) (0.48) (0.38) (0.40) (0.27)
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF
PERIOD................... $10.71 $10.45 $10.75 $10.17 $10.05 $10.11
====== ====== ====== ====== ====== ======
Total Return (excludes
sales charges)........... 9.20% 3.69% 12.66%(b) 5.06% 3.41% 3.90%(b)
RATIOS/SUPPLEMENTARY DATA:
Net assets at end of
period (000)......... $1,103 $1,093 $ 27 $ 724 $ 451 $ 308
Ratio of expenses to
average net assets... 1.15% 1.15% 1.18%(c) 1.09% 1.08% 1.05%(c)
Ratio of net investment
income to average net
assets............... 5.44% 5.31% 6.25%(c) 3.57% 3.64% 3.82%(c)
Ratio of expenses to
average net assets... 1.69% 1.69% 1.77%(c) 1.64% 1.63% 1.64%(c)
Ratio of net investment
income to average net
assets*.............. 4.90% 4.77% 5.66%(c) 3.02% 3.09% 3.23%(c)
Portfolio Turnover(d)...... 80.98% 58.86% 60.47% 29.46% 54.70% 89.98%

<CAPTION>
Tax-Free
Securities Fund
Class A
-------------------------------------
October 14,
Year ended Year ended 1994 to
July 31, July 31, July 31,
1997 1996 1995(a)
---------- ---------- -----------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................ $10.44 $10.53 $10.00
------ ------ ------
Investment Activities
Net investment
income............... 0.49 0.50 0.39
Net realized and
unrealized gain
(loss) on
investment........... 0.46 0.07 0.50
------ ------ ------
Total from
Investment
Activities....... 0.95 0.57 0.89
------ ------ ------
Distributions
Net investment income (0.49) (0.49) (0.36)
In excess of net
investment income.... -- (0.04) --
In excess of net
realized gains....... -- (0.04) --
Net realized gains..... (0.06) (0.09) --
------ ------ ------
Total
Distributions.... (0.55) (0.66) (0.36)
------ ------ ------
NET ASSET VALUE, END OF
PERIOD................... $10.84 $10.44 $10.53
====== ====== ======
Total Return (excludes
sales charges)........... 9.35% 5.54% 9.06%(b)
RATIOS/SUPPLEMENTARY DATA:
Net assets at end of
period (000)......... $2,545 $ 569 $ 563
Ratio of expenses to
average net assets... 1.12% 1.14% 1.15%(c)
Ratio of net investment
income to average net
assets............... 4.60% 4.66% 4.93%(c)
Ratio of expenses to
average net assets... 1.66% 1.68% 1.74%(c)
Ratio of net investment
income to average net
assets*.............. 4.06% 4.12% 4.34%(c)
Portfolio Turnover(d)...... 11.07% 24.78% 49.17%
</TABLE>

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

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

(a) Period from commencement of operations.

(b) Not annualized.

(d) Portfolio turnover is calculated on the basis of the Fund, as a whole,
without distinguishing between the classes of shares issued.

PROSPECTUS

7
<PAGE> 50

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

U.S. TREASURY SECURITIES FUND

The U.S. Treasury Securities Fund invests primarily in U.S. Treasury
Securities and in repurchase agreements collateralized by U.S. Treasury
Securities. The U.S. Treasury Securities Fund seeks to enhance its total return
by shortening the average maturity of portfolio securities when interest rates
are anticipated to increase and lengthening the maturity of such portfolio
securities to take advantage of anticipated interest rate declines. Under normal
market conditions, at least 65% of the value of the total assets of the U.S.
Treasury Securities Fund will be invested in U.S. Treasury Securities.

SHORT INTERMEDIATE U.S. TREASURY SECURITIES FUND

The Short Intermediate U.S. Treasury Securities Fund invests primarily in
U.S. Treasury Securities and in repurchase agreements collateralized by U.S.
Treasury Securities. The Short Intermediate U.S. Treasury Securities Fund seeks
to enhance its total return by shortening the average maturity of portfolio
securities when interest rates are anticipated to increase and lengthening the
maturity of such portfolio securities to take advantage of anticipated interest
rate declines. Due to the dollar-weighted average maturity of the Short
Intermediate U.S. Treasury Securities Fund, it is expected to be less volatile
than the U.S. Treasury Securities Fund. Under normal market conditions, at least
65% of the value of the total assets of the Short Intermediate U.S. Treasury
Securities Fund will be invested in U.S. Treasury Securities.

DIVERSIFIED FIXED INCOME FUND

The Diversified Fixed Income Fund invests in U.S. Government Obligations
and in investment grade debt obligations. Most obligations acquired by the
Diversified Fixed Income Fund will be issued by companies or governmental
entities located within the United States. Up to 25% of the total assets of the
Diversified Fixed Income Fund may, however, be invested in dollar-denominated
debt obligations of foreign issuers. Under normal market conditions, at least
65% of the value of the total assets of the Diversified Fixed Income Fund will
be invested in fixed income securities.

TAX-FREE SECURITIES FUND

The Tax-Free Securities Fund purchases primarily Hawaiian Municipal
Obligations and Municipal Obligations. As a matter of fundamental policy, the
Tax-Free Securities Fund will have, under normal market conditions, at least 80%
of its net assets invested in Municipal Obligations. As a matter of operating
policy, under normal market conditions, at least 50%, and no more than 60%, of
the market value of the Tax-Free Securities Fund's securities will be invested
in Hawaiian Municipal Obligations. For temporary defensive purposes, Pacific
Century may invest more than 20% of the Tax-Free Securities Fund's net assets in
securities that are subject to federal income tax or the federal alternative
minimum tax.

TAX-FREE SHORT INTERMEDIATE SECURITIES FUND

The Tax-Free Short Intermediate Securities Fund purchases primarily
Hawaiian Municipal Obligations and Municipal Obligations. As a matter of
fundamental policy, the Tax-Free Short Intermediate Securities Fund will have,
under normal market conditions, at least 80% of its net assets invested in
Municipal Obligations. As a matter of operating policy, under normal market
conditions at least 50%, and no more than 60%, of the market value of the
Tax-Free Short Intermediate Securities Fund's securi-

PROSPECTUS

8
<PAGE> 51

ties will be invested in Hawaiian Municipal Obligations. For temporary defensive
purposes, Pacific Century may invest more than 20% of the Tax-Free Short
Intermediate Securities Fund's net assets in securities that are subject to
federal income tax or the federal alternative minimum tax.
------------------------

Debt obligations acquired by the Funds will, at the time of purchase, be
rated investment grade or better-that is, obligations rated in one of the top
four rating categories assigned by a nationally recognized statistical rating
organization (an "NRSRO") or unrated obligations determined by Pacific Century
to be of comparable quality. See the SAI, "Appendix A."

ADDITIONAL DISCUSSION REGARDING PERMITTED INVESTMENT ACTIVITIES

MUNICIPAL OBLIGATIONS

MUNICIPAL BONDS--Municipal bonds generally have a maturity at the time of
issuance of up to thirty years. They are principally classified either as
"general obligation" bonds, which are secured by the pledge of the
municipality's faith, credit and taxing power for the payment of principal and
interest, or as "revenue" bonds, which are payable only from the revenues
derived from a particular project or facility and generally are dependent solely
on a specific revenue source.

The Tax-Free Securities Fund and the Tax-Free Short Intermediate Securities
Fund may invest in municipal bonds which are covered by insurance guaranteeing
the scheduled payment of principal and interest until their maturity ("Insured
Municipal Bonds"). The insurance can be purchased either by the issuing
government entity or by the Fund purchasing the bond. This insurance is
primarily written by two organizations: Ambac Indemnity Corporation (formerly
called American Municipal Bond Assurance Corporation), a unit of Citicorp, and
Municipal Bond Insurance Association, a pool of private insurers, but may be
written by certain other large insurance companies. This insurance feature
minimizes the risks to the Tax-Free Securities Fund and the Tax-Free Short
Intermediate Securities Fund and its shareholders associated with payment delays
or defaults in these portfolio securities, but does not guarantee the market
value of these portfolio securities or the value of the shares of the Tax-Free
Securities Fund and the Tax-Free Short Intermediate Securities Fund. An issuer
would likely purchase insurance in order to obtain a higher rating by an NRSRO
than it would receive without the insurance thereby reducing the issuer's
borrowing costs. The price paid or received for an Insured Municipal Bond may be
higher than the price that would otherwise be paid or received for the municipal
bond absent the insurance.

The Tax-Free Securities Fund and the Tax-Free Short Intermediate Securities
Fund may invest in moral obligation bonds ("Moral Obligation Bonds") which are
tax-exempt bonds issued by a municipality or a state financial intermediary and
backed by the moral obligation pledge of a state government. Under a moral
obligation pledge, a state government indicates its intent to appropriate funds
in the future if the primary obligor, the municipality or intermediary,
defaults. The state's obligation to honor the pledge is moral rather than legal
because future legislatures cannot be legally obligated to appropriate the funds
required.

MUNICIPAL NOTES--Municipal notes generally have maturities at the time of
issuance of three years or less. Subject to its respective investment objective
and policies, the Tax-Free Securities Fund and the Tax-Free Short Intermediate
Securities Fund may invest in municipal notes that are rated at the date of
purchase in the two highest rating categories assigned by an NRSRO, or not rated
but considered by Pacific Century to be of comparable quality. Municipal notes
generally are issued in anticipation of the receipt of tax funds, of the
proceeds of bond placements or of other revenues. The ability of an issuer to
make payments is, therefore, dependent on such tax re-
PROSPECTUS

9
<PAGE> 52

ceipts, proceeds from bond sales or other revenues, as the case may be.

The Tax-Free Securities Fund and the Tax-Free Short Intermediate Securities
Fund also may invest in certain "private activity" bonds or notes. Such Funds
may not be an appropriate investment for entities which are "substantial users,"
or certain "related persons" of substantial users, of facilities financed by
private activity bonds. "Substantial users" are defined under U.S. Treasury
Regulations to include a non-exempt person who regularly uses a part of such
facilities in his trade or business and whose gross revenues derived with
respect to the facilities financed by the issuance of bonds are more than 5% of
the total revenues derived by all users of such facilities, or who occupies more
than 5% of the usable area of such facilities or for whom such facilities, or a
part thereof, were specifically constructed, reconstructed or acquired. "Related
persons" include certain related natural persons, affiliated corporations,
partnerships and their partners and S corporations and their shareholders.

MUNICIPAL COMMERCIAL PAPER--Municipal commercial paper is a debt obligation
with a stated maturity of 270 days or less that is issued to finance seasonal
working capital needs or as short-term financing in anticipation of longer-term
debt. Subject to its respective investment objective and policies, the Tax-Free
Securities Fund and the Tax-Free Short Intermediate Securities Fund may invest
in municipal commercial paper that is rated at the date of purchase in one of
the two highest rating categories by an NRSRO or not rated but is considered by
Pacific Century to be of comparable quality.

U.S. GOVERNMENT OBLIGATIONS

Each of the Funds may invest in U.S. Government Obligations which include,
in addition to U.S. Treasury Securities, the obligations of Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage Association
("GNMA"), Federal National Mortgage Association ("FNMA"), Student Loan Marketing
Association ("SLMA"), Resolution Trust Corporation and Federal Home Loan
Mortgage Corporation ("FHLMC"). U.S. Treasury Securities and certain other
obligations of certain agencies and instrumentalities of the U.S. Government,
such as those of the GNMA, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Export-Import Bank of the United
States, are supported by the right of the issuer to borrow from the U.S.
Treasury; others, such as those of FNMA, are supported by the discretionary
authority of the U.S. Government to purchase the agency's obligations; still
others, such as those of the SLMA, are supported only by the credit of the
instrumentality. No assurance can be given that the U.S. Government would
provide financial support to U.S. Government sponsored instrumentalities if it
is not obligated to do so by law. Some of these instruments may be variable or
floating rate instruments. The Funds will invest in the obligations of such
instrumentalities only when Pacific Century believes that the credit risk with
respect to the instrumentality is minimal.

BANK AND SAVINGS AND LOAN OBLIGATIONS

Each of the Funds may invest in Bank and Savings and Loan obligations.
These obligations include negotiable certificates of deposit, fixed time
deposits, bankers' acceptances, and interest bearing demand accounts. The Funds
limit their bank investments to dollar-denominated obligations of U.S.,
Canadian, Asian, Australian or European banks which have more than $500 million
in total assets at the time of investment or of United States savings and loan
associations which have more than $1 billion in total assets at the time of
investment and, in the case of U.S. banks, are members of the Federal Reserve
System or are examined by the Comptroller of the Currency or whose deposits are
insured by the Federal Deposit Insurance Corporation.

COMMERCIAL PAPER

Each of the Funds may invest in commercial paper that is rated at the time
of purchase in the highest short-term rating category by an NRSRO or unrated if
considered by Pacific Century to be of

PROSPECTUS

10
<PAGE> 53

comparable quality. Commercial paper includes short-term unsecured promissory
notes, and variable floating rate demand notes issued by domestic and foreign
bank holding companies, corporations and financial institutions as well as
similar taxable and tax-exempt instruments issued by government agencies and
instrumentalities.

CORPORATE SECURITIES

PREFERRED STOCK

ILLIQUID SECURITIES

If otherwise consistent with its investment objective and policies, any of
the Funds may purchase securities which are not registered under the 1933 Act
but which can be sold to "qualified institutional buyers" in accordance with
Rule 144A under the 1933 Act. Any such security will not be considered illiquid
so long as it is determined by Pacific Century, acting under guidelines and
procedures that are developed, established and monitored by the Board of
Trustees, that an adequate trading market exists for that security. This
investment practice could have the effect of increasing the level of illiquidity
in a Fund during any period that qualified institutional buyers become
uninterested in purchasing these restricted securities. The ability to sell to
qualified institutional buyers under Rule 144A is a recent development, and it
is not possible to predict how this market will develop.

BORROWINGS

Each Fund may borrow from banks up to 20% of the current value of its net
assets for temporary purposes in order to meet redemptions. Each Fund may borrow
funds for temporary purposes by entering into reverse repurchase agreements
which are considered to be borrowings under the Investment Company Act of 1940
(the "1940 Act"). At the time a Fund enters into a reverse repurchase agreement
(an agreement under which the Fund sells portfolio securities and agrees to
repurchase them at an agreed-upon date and price), it will place in a segregated
custodial account cash or other liquid assets having a value equal to or greater
than the repurchase price (including accrued interest) and will subsequently
monitor the account so that such value is maintained. Reverse repurchase
agreements involve the risk that the market value of the securities sold by a
Fund may decline below the price of the securities it is obligated to
repurchase. The Funds would pay interest on amounts obtained pursuant to a
reverse repurchase agreement.

LOANS OF PORTFOLIO SECURITIES

11
<PAGE> 54

to the Fund with respect to the loan is maintained with the Fund. In determining
whether to lend a security to a particular broker, dealer or financial
institution, Pacific Century will consider all relevant facts and circumstances,
including the creditworthiness of the broker, dealer or financial institution.
Any loans of portfolio securities will be fully collateralized based on values
that are marked to market daily by Pacific Century. No Fund will enter into any
portfolio security lending arrangement having a duration of longer than one
year. Any securities that a Fund may receive as collateral will not become part
of such Fund's portfolio at the time of the loan and, in the event of a default
by the borrower, the Fund will, if permitted by law, dispose of such collateral
except for such part thereof that is a security in which such Fund may invest.
During the time securities are on loan, the borrower will pay the Fund any
accrued income on those securities, and the Fund may invest the cash collateral
and earn additional income or receive an agreed-upon fee from a borrower that
had delivered cash-equivalent collateral. No Fund will lend securities having a
value that exceeds 30% of the current value of its total assets. Loans of
securities by a Fund will be subject to termination at the Fund's or the
borrower's option. The Funds may pay reasonable administrative and custodial
fees in connection with a securities loan and may pay a negotiated portion of
the interest or fee earned with respect to the collateral to the borrower or the
placing broker. Borrowers and placing brokers may not be affiliated, directly or
indirectly, with the Trust, Pacific Century, or BISYS.

FUTURES CONTRACTS AND RELATED OPTIONS

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<PAGE> 55

futures transactions. In addition, the value of each Fund's futures positions
may not prove to be perfectly or even highly correlated with the value of its
portfolio securities, limiting each Fund's ability to hedge effectively against
interest rate, exchange rate and/or market risk and giving rise to additional
risks. There is no assurance of liquidity in the secondary market for purposes
of closing out futures positions. Where a liquid secondary market does not
exist, a Fund is unlikely to be able to control losses by closing out futures
positions. Finally, gains and losses on investments in options and futures
depend on Pacific Century's ability to predict correctly the direction of
interest rates and other economic factors.

ASSET BACKED SECURITIES

One such type of mortgage-backed security is a GNMA Certificate. GNMA
Certificates are backed as to the timely payment of principal and interest by
the full faith and credit of the U.S. Government. Another type is a FNMA
Certificate, the principal and interest of which are guaranteed only by FNMA
itself, not by the full faith and credit of the U.S. Government. Another type is
a FHLMC Participation Certificate. This type of obligation is guaranteed by
FHLMC as to timely payment of principal and interest. However, like a FNMA
security, it is not guaranteed by the full faith and credit of the U.S.
Government. Mortgage-backed securities issued by private issuers, whether or not
such obligations are subject to guarantees by the private issuer, may entail
greater risk than obligations directly or indirectly guaranteed by the U.S.
Government. Such securities will be purchased for the Funds only when Pacific
Century determines that they are readily marketable at the time of purchase.

The average life of mortgage-backed securities varies with the maturities
of the underlying mortgage instruments, which have maximum maturities of 40
years. The average life is likely to be substantially less than the original
maturity of the mortgage pools underlying the securities as the result of
mortgage prepayments, mortgage refinancings, or foreclosures. The rate of
mortgage prepayments, and hence the average life of the certificates, will be a
function of the level of interest rates, general economic conditions, the
location and age of the mortgage and other social and demographic conditions.
Such prepayments are passed through to the registered holder with the regular
monthly payments of principal and interest and have the effect of reducing
future pay-

PROSPECTUS

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<PAGE> 56

ments. Estimated average life will be determined by Pacific Century and used for
the purpose of determining, respectively, the average weighted maturity of the
Funds. Various independent mortgage-backed securities dealers publish average
remaining life data using proprietary models and, in making such determinations
for the Funds, Pacific Century might deem such data unreasonable if such data
appeared to present a significantly different average remaining expected life
for a security when compared to data relating to the average remaining life of
comparable securities as provided by other independent mortgage-backed
securities dealers.

Non-mortgage-backed securities are not issued or guaranteed by the U.S.
Government or its agencies or instrumentalities; however, the payment of
principal and interest on such obligations may be guaranteed up to certain
amounts and for a certain time period by a letter of credit issued by a
financial institution (such as a bank or insurance company) unaffiliated with
the issuers of such securities. Non-mortgage-backed securities will be purchased
by the Funds only when such securities are readily marketable and rated at the
time of purchase in one of the two highest rating categories assigned by an
NRSRO or, if unrated, considered by Pacific Century to be of comparable quality.
In addition, such securities generally will have remaining estimated lives at
the time of purchase of five years or less. See the SAI, "Additional Information
of Fund Investments."

REAL ESTATE MORTGAGE INVESTMENT CONDUITS

FLOATING AND VARIABLE RATE DEBT INSTRUMENTS

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

PROSPECTUS

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<PAGE> 57

purchase, regardless of future changes in interest rates. When-issued and
forward commitment transactions involve the risk, however, that the yield
obtained in a transaction may be less favorable than the yield available in the
market when the securities delivery takes place. The Funds do not intend to
engage in when-issued purchases and forward commitments for speculative purposes
but only in furtherance of their investment objectives. The forward commitments
and when-issued purchases are not expected to exceed 25% of the value of any of
the Funds' total assets absent unusual market conditions.

LETTERS OF CREDIT AND LIQUIDITY AGREEMENTS

REPURCHASE AGREEMENTS

Each of the Funds may enter into repurchase agreements wherein the seller
of a security to the Fund agrees to repurchase that security from the Fund at a
mutually agreed-upon time and price. The period of maturity is usually quite
short, often overnight or a few days, although it may extend over a number of
months. A Fund may enter into repurchase agreements only with respect to
obligations that could otherwise be purchased by the Fund. All repurchase
agreements will be fully collateralized based on values that are marked to
market daily by Pacific Century. If the seller defaults and the value of the
underlying securities has declined, the Fund may incur a loss. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the security,
the Fund's disposition of the security may be delayed or limited.

OTHER INVESTMENT COMPANIES

In connection with the management of its daily cash position, each of the
Funds may invest in securities issued by other investment companies, including
(to the extent permitted by the 1940 Act) other investment companies managed by
Pacific Century. Securities of other investment companies will be acquired by a
Fund within the limits prescribed by the 1940 Act. Each of the Funds intends to
limit its investments so that, as determined immediately after a securities
purchase is made: (a) not more than 5% of the value of its total assets will be
invested in the securities of any one investment company; (b) not more than 10%
of the value of its total assets will be invested in the aggregate in securities
of investment companies as a group; (c) not more than 3% of the outstanding
voting stock of any one investment company will be owned by the Fund; and (d)
the Fund, together with other investment companies having the same investment
adviser and companies controlled by such companies, owns not more than 10% of
the total stock of any one closed-end company. 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

PROSPECTUS

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<PAGE> 58

addition to the advisory and other expenses that a Fund bears directly in
connection with its own operations; however, Pacific Century has undertaken to
waive or reimburse the Funds its advisory fees with respect to Fund assets so
invested (except when such purchase is part of a plan of merger, consolidation,
reorganization or acquisition).

FOREIGN SECURITIES

OPTIONS

INTEREST ONLY OR PRINCIPAL ONLY OBLIGATIONS

GUARANTEED INVESTMENT CONTRACTS

ADDITIONAL RISK DISCLOSURE

The Tax-Free Securities Fund and the Tax-Free Short Intermediate Securities
Fund are nondiversified, which means that their assets may be invested

PROSPECTUS

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<PAGE> 59

among fewer issuers and therefore the value of their assets may be subject to
greater impact by events affecting one of their investments.

Since the Tax-Free Securities Fund and the Tax-Free Short Intermediate
Securities Fund invest significantly in obligations of issuers located in
Hawaii, the marketability and market value of these obligations may be affected
by certain Hawaiian constitutional provisions, legislative measures, executive
orders, administrative regulations and vote initiatives.

The Hawaiian economy is concentrated in tourism, agriculture and military
operations. Tourism is the strongest factor with tourists from a variety of
nations cushioning any adverse economic situations in a single country. Hawaiian
agriculture is diversifying into an expanded range of agricultural products,
away from the dominant pineapple and sugar production that has been subject to
increased foreign competition.

Governmental activities, including activities usually administered on a
municipal or county level such as public education, are the responsibility of
the state. This concentration aggravates an otherwise high level of state debt
obligations. The state General Fund has operated either within planned deficits
or with ending fund balances since December 1962. Revenue is derived primarily
from general excise taxes and individual and corporate income tax.
There can, of course, be no assurance that any mutual fund will achieve its
investment objective. In addition, unlike insured bank deposits, an investment
in the Funds is not insured against loss of principal.

PORTFOLIO TURNOVER

PORTFOLIO TURNOVER RATE FOR FISCAL YEARS
ENDED JULY 31, 1997 AND JULY 31, 1996

<TABLE>
<CAPTION>
FUND 1997 1996
---- ---- ----
<S> <C> <C>
Diversified Fixed Income Fund............................... 80.98% 58.86%
Short Intermediate U.S. Treasury Securities Fund............ 51.56% 47.17%
Tax-Free Securities Fund.................................... 11.07% 24.78%
Tax-Free Short Intermediate Securities Fund................. 29.46% 54.70%
U.S. Treasury Securities Fund............................... 44.90% 15.75%
</TABLE>

See "Portfolio Transactions" in the SAI for additional information relating
to portfolio turnover.

INVESTMENT POLICIES

Each Fund's investment objectives, as set forth in the first paragraph of
the description of each Fund in the "Highlights" section are fundamental; that
is, they may not be changed without approval by vote of the holders of a
majority of the relevant Fund's outstanding voting securities, as described
under "Capital Stock" in the SAI. If the Trust's Board of Trustees determines,
however, that a Fund's investment objective can best be achieved by a
substantive change in a non-fundamental investment policy or strategy, the
Trust's Board may make such change without shareholder approval and will
disclose any such material changes in the then current prospectus.

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<PAGE> 60

Any policy that is not specified in a Fund's Prospectus, or in the SAI, as being
fundamental, is non-fundamental.

ADDITIONAL INVESTMENT RESTRICTIONS

As matters of fundamental policy, each of the Funds may not:

1. Purchase securities of any one issuer (other than securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities) if,
immediately after such purchase, more than 5% of the value of the Fund's total
assets would be invested in the securities of such issuer, or more than 10% of
the issuer's outstanding voting securities would be owned by the Fund, except
that up to 25% of the value of the Fund's total assets may be invested without
regard to these limitations, and except that this restriction does not apply to
the Tax-Free Securities Fund or the Tax-Free Short Intermediate Securities Fund,
which are non-diversified funds.

2. Purchase any securities which would cause 25% or more of the value of
the Fund's total assets at the time of purchase to be invested in the securities
of one or more issuers conducting their principal business activities in the
same industry, provided that (a) there is no limitation with respect to U.S.
Government Obligations and repurchase agreements secured by such obligations;
(b) with respect to the Tax-Free Securities Fund and the Tax-Free Short
Intermediate Securities Fund, there is no limitation with respect to Municipal
Obligations (for purposes of this limitation, private activity bonds that are
backed only by the assets and revenues of a non-governmental user shall not be
deemed to be Municipal Obligations); (c) wholly owned finance companies will be
considered to be in the industries of their parents if their activities are
primarily related to financing the activities of the parents; and (d) utilities
will be divided according to their services, for example, gas, gas transmission,
electric and gas, electric and telephone will each be considered a separate
industry.

3. Make loans, borrow money or issue senior securities, except under
certain circumstances, and subject to certain percentage limitations, specified
above and in the SAI.

MANAGEMENT, ADVISORY AND OTHER SERVICE ARRANGEMENTS

THE BOARD OF TRUSTEES

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<PAGE> 61

<TABLE>
<CAPTION>
POSITION(S) HELD
NAME AND ADDRESS WITH THE TRUST PRINCIPAL ORGANIZATION
---------------- ---------------- ----------------------
<S> <C> <C>
Walter J. Laskey* Trustee and Executive Vice President of Bank of Hawaii-- Private
Chairperson Client and Institutional Services (1993-present)
Irimga McKay* Trustee and President Senior Vice President of BISYS Fund Services
(1994-present); Senior Vice President of Concord
Financial Group (1986-1994)
Douglas Philpotts* Trustee Chairman of the Board of Directors (1992-1994),
President (1986-1992), and Director (1984-present) of
Pacific Century
Richard W. Gushman, II Trustee President and Chief Executive Officer of OKOA, Inc.
(1985-present); Adviser to RAMPAC, Inc.
Stanley W. Hong Trustee President and Chief Executive Officer of the Chamber
of Commerce of Hawaii (1996-present); Business
Consultant (1994-present)
Russell K. Okata Trustee Executive Director of Hawaii Government Employees
Association (1981-present)
Oswald K. Stender Trustee Trustee of Bernice Pauahi Bishop Estate (1990-
present); Director of Hawaiian Electric Industries,
Inc. (1993-present)
</TABLE>

THE ADVISER

Pursuant to an Advisory Agreement, the Funds are advised by Pacific
Century, whose address is Financial Plaza of the Pacific, 111 S. King Street,
Honolulu, Hawaii 96813. Pacific Century is a Hawaii corporation organized in
1898 and is the largest trust company in the State of Hawaii, both in terms of
assets under administration and assets under management. As of July 31, 1997,
Pacific Century had approximately $7.5 billion of client financial assets under
management. Pacific Century is a division of Bank of Hawaii, the largest banking
organization headquartered in the State of Hawaii, with approximately $12.6
billion of assets as of July 31, 1997, and branches and offices throughout the
Pacific Basin, including Guam, Singapore, Tokyo, Seoul and Taiwan. All shares of
Bank of Hawaii are owned by Pacific Century Financial Corporation (formerly
Bancorp Hawaii, Inc. "Pacific Century Financial") and Bank of Hawaii's Directors
(each of whom owns qualifying shares as required by Hawaii law). Pacific Century
Financial is a bank holding company, registered under the Bank Holding Company
Act of 1956, as amended, and its common stock is listed and traded on the New
York Stock Exchange (the "Exchange"). Pacific Century Financial files annual and
periodic reports with the Commission and the Exchange, which are available for
public inspection. Pacific Century is not authorized to and does not carry on a
banking business.

The actual management of the portfolios of the Trust is coordinated by
Pacific Century's investment unit, which is staffed with more than 40 people,
including 5 Chartered Financial Analysts and 9

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<PAGE> 62

M.B.A.'s. All investment decisions of the Funds are made by a committee, and no
person is primarily responsible for making recommendations to the committee.
Pacific Century has served as investment adviser to other investment companies
since 1984. These include the Hawaiian Tax-Free Trust, with assets exceeding
$61.0 million as of July 31, 1997, and the Cash Assets Trust, with assets of
approximately $736 million as of July 31, 1997.

For its services under the Advisory Agreement, Pacific Century is entitled
to monthly advisory fees at the annual rates of each Fund's average daily net
asset value equal to 0.50% for the Short Intermediate U.S. Treasury Securities
Fund and the Tax-Free Short Intermediate Securities Fund, and 0.60% for the
Diversified Fixed Income Fund, the U.S. Treasury Securities Fund and the
Tax-Free Securities Fund. For the fiscal year ended July 31, 1997, the fees paid
by the Funds to Pacific Century under the Advisory Agreement, as a percentage of
average daily net assets, were as follows: Diversified Fixed Income Fund--0.60%;
Short-Intermediate U.S. Treasury Securities Fund--0.30% (after advisory fee
waiver); Tax-Free Securities Fund--0.60%; Tax-Free Short Intermediate Securities
Fund--0.50%; and U.S. Treasury Securities Fund--0.60%.

THE SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

For the fiscal year ended July 31, 1997, the ratios of total expenses to
average net assets (excluding waivers) for the Class A shares of the Funds were
as follows: Diversified Fixed Income Fund -- 1.69%; Short Intermediate U.S.
Treasury Securities Fund -- 1.62%; Tax-Free Securities Fund -- 1.66%; Tax-Free
Short Intermediate Securities Fund 1.64%; and U.S. Treasury Securities
Fund -- 1.70%.

In addition, BISYS, as the principal underwriter of the Funds within the
meaning of the 1940 Act, has entered into a Distribution Agreement with the
Trust pursuant to which BISYS has the responsibility for distributing shares of
the Funds. The Distribution Agreement provides that BISYS shall act as agent for
the Funds for the sale of their shares and may enter into selling agreements
with banks, broker/dealers or other financial institutions to market and make
available shares to their respective customers. For its services, BISYS is
entitled to a Distribution Fee as set forth in the separate Distribution and
Shareholder Servicing Plans for each of the Class A and Class B shares (each a
"Distribution Plan"). The Distribution Plan for the Class A shares provides that
BISYS is entitled to receive from each Fund a fee in an amount not to exceed on
an annual basis 0.75% of the average daily net asset value of each Fund's Class
A shares. The Distribution Plan for the Class B shares provides that BISYS is
entitled to receive from each Fund a fee in an amount not to exceed on an annual
basis 1.00% of the average daily net asset value of each Fund's Class B shares.
The Funds had not begun to offer Class B shares publicly at the date of this
Prospectus. Accordingly, no payments had yet been made pursuant to the Class B
distribution Plan. Fees under each of the Distribution Plans compensate BISYS
for the following: (a) payments BISYS makes to banks and other institutions and
industry professionals, broker/dealers, including Pacific Century, BISYS and
their affiliates or subsidiaries, pursuant to

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<PAGE> 63

an agreement in connection with providing
administrative support services to the holders of a Fund's Class A or Class B
shares; or (b) payments to financial institutions and industry professionals
(such as insurance companies, investment counselors, and BISYS' affiliates and
subsidiaries) in consideration for the sales support services provided and
expenses assumed in connection with distribution assistance, including but not
limited to, printing and distributing Prospectuses to persons other than current
Class A or Class B shareholders of a Fund, printing and distributing advertising
and sales literature and reports to prospective Class or Class B investors in
connection with the sale of a Fund's shares, and providing personnel and
communication equipment used in servicing shareholder accounts and responding to
prospective Class A or B shareholder inquiries. BISYS may enter into selling
agreements with one or more selling agents under which such agents may receive
compensation form BISYS for sales support services, including, but not limited
to, commissions or other payments to such agents based on the average daily net
assets of the Class A or Class B shares of each Fund.

The distribution fee shall be paid to BISYS only to compensate or to
reimburse it for actual payments or expenses incurred as described above. The
actual distribution fee payable to BISYS is determined, within such limit, from
time to time by mutual agreement between the Trust and BISYS, and may not exceed
the maximum fee payable under the Conduct Rules of the NASD. Until further
notice, BISYS voluntarily intends to waive a portion of its distribution fee for
the current fiscal year such that the distribution fee payable by each Fund will
not exceed 0.25% of the average daily net asset value attributable to the Fund's
Class A shares on an annual basis. No Fund's Class A or Class B shares will be
liable for distribution expenditures made by BISYS in any given year in excess
of the maximum amount payable under the Distribution Plan for that Fund in that
year. BISYS is a broker/dealer registered with the Commission, and is a member
of the NASD.

OTHER SERVICE ARRANGEMENTS

BISYS Fund Services, Inc. (the "Transfer Agent"), 3435 Stelzer Road,
Columbus, Ohio 43219-3035, serves as the Trust's transfer agent and dividend
disbursing agent. Ernst & Young LLP, One Columbus, Suite 2300, 10 West Broad
Street, Columbus, Ohio 43215, serves as independent auditors for the Trust.

VALUATION OF CLASS A AND B SHARES

The net asset value of the Class A and Class B shares for each Fund is
determined and their shares are priced as of the close of the New York Stock
Exchange (the "Exchange") (currently 4:00 p.m., Eastern Time) (the "Valuation
Time") each Business Day. As used herein, a "Business Day" is a day on which the
Exchange is open for trading and any other day (other than a day on which no
shares of that Fund are tendered for redemption and no order to purchase shares
is received) during which there is sufficient trading in the Fund's portfolio
securities that the Fund's net asset value per share might be materially
affected. The Exchange will not be open in observance of the following holidays:
New Year's Day, President's Day, Martin Luther King, Jr. Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Net asset value per share for Class A and Class B is calculated by determining
the value of such Class's proportional interest in the securities and other
assets of each Fund, less (i) such class's proportional share of general
liabilities and (ii) liabilities allocable only to such class, and dividing such
amount by the number of shares of the class outstanding. The net asset value per
share for each Fund will fluctuate as the value of its investment portfolio
changes. The per

PROSPECTUS

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<PAGE> 64

share net asset value of Class A shares generally will
be higher than the per share net asset value of Class B shares reflecting the
daily expense accruals of the distribution fees applicable to the Class B
shares.

Except for debt obligations with remaining maturities of 60 days or less,
which are valued at amortized cost, assets are valued at current market prices,
or if such prices are not readily available, at fair value as determined in good
faith by the Board of Trustees. Prices used for such valuations may be provided
by independent pricing services. For further information about valuation of
investments in the Funds, see the SAI.

HOW TO PURCHASE CLASS A AND B SHARES

PURCHASE OF SHARES

Class A and Class B shares of each Fund are sold on a continuous basis.
Investors may purchase Class A and Class B shares of a Fund by completing and
signing an account registration form ("Account Registration Form") and mailing
it, together with a check (or other negotiable bank draft or money order)
payable to the Trust, in at least the minimum initial purchase amount, to your
Participating Organization or to Pacific Capital Funds, P.O. Box 182130,
Columbus, Ohio 43218-2130. Subsequent purchases of shares of a Fund may be made
at any time by mailing a check (or other negotiable bank draft or money order)
payable to the Trust, to the Transfer Agent at the above address or to your
Participating Organization.

Class A and Class B shares of the Funds may also be purchased through
procedures established by BISYS in connection with requirements of qualified
accounts maintained by or on behalf of certain persons ("Customers") by banks,
institutions or industry professionals, such as broker/dealers, who have entered
into an agreement with BISYS ("Participating Organizations") under each of the
Distribution Plans. See "Management, Advisory and Other Service Arrangements."
BISYS' principal office is located at 3435 Stelzer Road, Columbus, Ohio
43219-3035.

Class A and Class B shares of a Fund sold to Participating Organizations
acting in a fiduciary, advisory, custodial or other similar capacity on behalf
of a customer will normally be held of record by the Participating
Organizations. With respect to shares so sold, it is the responsibility of the
Participating Organizations to transmit purchase or redemption orders to the
Transfer Agent and to deliver federal funds for purchase on a timely basis.
Beneficial ownership of shares of a Fund will be recorded by the Participating
Organizations and reflected in the account statements provided by the
Participating Organization to the customer.

If an Account Registration Form has been previously received by the
Transfer Agent, investors may also purchase Class A and Class B shares by
telephoning the Pacific Capital Funds at 800-258-9232. Payment for Class A and
Class B shares ordered by telephone may be made by check or by electronic
transfer and must be received by the Trust's Custodian within three days of the
telephone order. If payment is not received within three days or a check timely
received does not clear, the purchase may be cancelled and the investor could be
liable for any losses or fees incurred. In the case of purchases of Class A and
Class B shares effected by wiring funds to the Trust's Custodian, investors must
call the Pacific Capital Funds at 800-258-9232 to obtain instructions regarding
the bank account number into which the funds should be wired and other pertinent
information. If you have opened an account through a Participating Organization,
you should telephone the Participating Organization to make further investments.

Class A and Class B shares of each Fund are purchased at the public
offering price per share, which is the net asset value per share (see "Valuation
of Class A and Class B shares") next determined after receipt by the Transfer
Agent of an order to purchase shares in good form plus the applicable

PROSPECTUS

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<PAGE> 65

sales charge as described below. The Participating Organizations are responsible
for the prompt transmission of purchase orders to the Transfer Agent. Purchases
of Class A and Class B shares of a Fund will be effected only on a Business Day
of such Fund. An order received by the Transfer Agent prior to the Valuation
Time on any Business Day will be executed based on the net asset value
determined as of the Valuation Time on the date of receipt. An order received by
the Transfer Agent after the Valuation Time on any Business Day will be executed
based on the net asset value determined as of the next Business Day.

The Trust reserves the right to reject any order for the purchase of its
Class A or Class B shares in whole or in part. No third party checks will be
accepted.

SALES CHARGES

CLASS A SHARES

The public offering price of a Class A share of a Fund equals its net asset
value plus a sales charge. BISYS receives this sales charge as principal
underwriter and will reallow a portion of it to broker/dealers or other
financial institutions as dealer discounts and brokerage commissions. From time
to time dealers who receive dealer discounts and broker commissions from BISYS
may reallow a portion of such dealer discounts and broker commissions to other
dealers or brokers. BISYS may elect to reallow a higher percentage of the sales
charge stated below to selected brokers and dealers for all sales with respect
to which orders are placed with BISYS during a particular period. At BISYS'
discretion, the entire sales charge may at times be reallowed as dealer
discounts and brokerage commissions. If the entire sales charge is reallowed to
a broker/dealer or financial institution, it may be deemed an "underwriter"
under the Securities Act of 1933, as amended.

The following sales charge schedule applies to all Funds except the Short
Intermediate U.S. Treasury Securities Fund and the Tax-Free Short Intermediate
Securities Fund:

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<PAGE> 66

<TABLE>
<CAPTION>
DEALER
SALES CHARGE AS ALLOWANCE
SALES CHARGE AS A PERCENTAGE OF AS A PERCENTAGE
A PERCENTAGE OF NET AMOUNT OF OFFERING
AMOUNT OF PURCHASE OFFERING PRICE INVESTED PRICE
------------------ --------------- --------------- ---------------
<S> <C> <C> <C>
Less than $25,000.............................. 4.00% 4.17% 3.60%
$25,000 or more but less than $50,000.......... 3.75% 3.90% 3.38%
$50,000 or more but less than $100,000......... 3.50% 3.63% 3.15%
$100,000 or more but less than $250,000........ 3.25% 3.36% 2.93%
$250,000 or more but less than $500,000........ 3.00% 3.09% 2.70%
$500,000 or more but less than $1,000,000...... 2.50% 2.56% 2.25%
$1,000,000 or more............................. 0.00% 0.00% 0.00%
</TABLE>

The following sales charge schedule applies to the Short Intermediate U.S.
Treasury Securities Fund and Tax-Free Short Intermediate Securities Fund:

<TABLE>
<CAPTION>
DEALER
SALES CHARGE AS ALLOWANCE
SALES CHARGE AS A PERCENTAGE OF AS A PERCENTAGE
A PERCENTAGE OF NET AMOUNT OF OFFERING
AMOUNT OF PURCHASE OFFERING PRICE INVESTED PRICE
------------------ --------------- --------------- ---------------
<S> <C> <C> <C>
Less than $100,000............................. 2.25% 2.30% 2.03%
$100,000 or more but less than $250,000........ 1.75% 1.78% 1.58%
$250,000 or more but less than $500,000........ 1.25% 1.27% 1.13%
$500,000 or more but less than $1,000,000...... 1.00% 1.01% 0.90%
$1,000,000 or more............................. 0.00% 0.00% 0.00%
</TABLE>

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<PAGE> 67

this compensation will be made available only to certain dealers whose
representatives have sold a significant amount of such shares. Compensation will
include payment for travel expenses, including lodging, incurred in connection
with trips taken by invited registered representatives and members of their
families to locations within or outside of the United States for meetings or
seminars of a business nature. Compensation will also include the following
types of non-cash compensation offered through sales contests: (1) vacation
trips, including the provision of travel arrangements and lodging, (2) tickets
for entertainment events (such as concerts, cruises and sporting events), and
(3) merchandise (such as clothing, trophies, clocks and pens). Dealers may not
use sales of the Trust's Shares to qualify for this compensation to the extent
such may be prohibited by the laws of any state or any self-regulatory agency,
such as the NASD. None of the aforementioned compensation is paid for by the
Funds or their shareholders.

REDUCED SALES CHARGES

CLASS A SHARES

(1) Existing shareholders of a Fund, upon the reinvestment of dividend and
capital gain distributions;

(4) Investors who purchase shares of a Fund through a retirement related
payroll deduction plan, a 401(k) plan, a 403(b) plan, or a similar plan which by
its terms permits purchases of shares; and

(5) Orders placed on behalf of other investment companies distributed by
the Distributor.

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<PAGE> 68

redemption must accompany such notice. BISYS also, from time to time, may waive
the sales charge for all investors with respect to any Fund.

CONCURRENT PURCHASES AND RIGHT OF ACCUMULATION--A Purchaser may qualify for
a reduced sales charge by (i) combining concurrent purchases of shares of a Fund
with purchases of one or more of the other Funds sold with a sales charge or
(ii) combining a current purchase of shares of a Fund with prior purchases of
shares of any of the other Funds sold subject to a sales charge. The applicable
sales charge is based on the sum of (a) the Purchaser's current purchase of
shares of any Fund sold with a sales charge plus (b) the then-current net asset
value of all shares held by the Purchaser in any Fund sold with a sales charge.
To receive the applicable public offering price pursuant to the right of
accumulation, shareholders must at the time of purchase provide the Transfer
Agent or their Participating Organization with sufficient information to permit
confirmation of qualification. Accumulation privileges may be amended or
terminated without notice at any time by the Trust. Shares of other series of
the Trust sold subject to a sales charge which are not offered through this
Prospectus may be counted for purposes of the accumulation privileges.

CLASS B SHARES

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

<TABLE>
<CAPTION>
CDSC AS A
PERCENTAGE OF
DOLLAR AMOUNT
YEARS AFTER PURCHASE SUBJECT TO CHANGE
- -------------------- -----------------
<S> <C>
1st Year............. 5%
2nd Year............. 4%
3rd Year............. 3%
4th Year............. 3%
5th Year............. 2%
6th Year............. 1%
</TABLE>

PROSPECTUS

26
<PAGE> 69

the lowest possible charge being assessed. In this regard, it will be assumed
that the redemption is first of shares held for more than six years or shares
acquired pursuant to reinvestment of dividends or distributions both of which do
not carry any CDSCs. It will then be assumed that the redemption is of shares
held longest during the six year period, which will have the lowest CDSC.

For example, assume an investor purchased 100 Class B shares with a net
asset value of $10 per share (i.e., at an aggregate net asset value of $1,000)
and in the eleventh month after purchase, the net asset value per share is $12
and, during such time, the investor has acquired five additional Class B shares
through dividend reinvestment. If at such time the investor makes his first
redemption of 50 Class B shares (producing proceeds of $600), five of such
shares will not be subject to the charge because of dividend reinvestment. With
respect to the remaining 45 Class B shares being redeemed, the charge will be
applied only to the original cost of $10 per share and not to the increase in
net asset value of $2 per share. Therefore, only $450 of the $600 redemption
proceeds will be subject to the charge of 5.00%, totaling $22.50.

The contingent deferred sales charge is waived on redemptions of Class B
shares (i) following the death or disability (as defined in the Internal Revenue
Code (the "Code")) of a shareholder (or both shareholders in the case of joint
accounts), (ii) to the extent that the redemption represents a minimum required
distribution from an IRA or a Custodial Account under Code Section 403(b)(7) to
a shareholder who has reached age 70 1/2, and (iii) to the extent the redemption
represents the minimum distribution from retirement plans under Code Section
401(a) where such redemptions are necessary to make distributions to plan
participants.

CONVERSION OF CLASS B SHARES TO CLASS A SHARES

After approximately eight years Class B shares will automatically convert
to Class A shares and will be subject to the lower Distribution and Shareholder
Service fees charged to Class A shares.

For purposes of conversion of Class A shares, shares received as dividends
and other distributions paid on Class B shares in a shareholder's Fund account
will be considered to be held in a separate sub-account. Each time any Class B
shares in a shareholder's Fund account (other than those in the sub-account)
convert to Class A shares, a pro-rata portion of the Class B shares in the
sub-account will also convert to Class A shares.

Shares purchased through reinvestment of dividends in Class B shares will
also convert automatically to Class A shares after approximately eight years.

PROSPECTUS

27
<PAGE> 70

shareholders should complete the appropriate section of the Account Registration
Form which can be obtained by calling the Pacific Capital Funds at 800-
258-9232. For a shareholder to change the Auto Invest Plan instructions, the
request must be made in writing to the Transfer Agent or your Participating
Organization. Depending upon the terms of a particular customer account, a
Participating Organization may charge a customer's account fees for services
provided in connection with investment in the Funds. Information concerning
these services and any charges will be provided by the Participating
Organizations. This Prospectus should be read in conjunction with any such
information received from the Participating Organizations.

EXCHANGE PRIVILEGES

Except as described below, Class A and Class B shareholders may exchange
shares of any Fund on the basis of the relative net asset value of the shares
exchanged, without payment of a sales charge, for the same class of any other
Fund or the same class of any other series of the Trust. Class A shareholders
may also exchange their shares for service class shares of the Cash Assets
Trust, the Tax-Free Cash Assets Trust or the U.S. Treasuries Cash Assets Trust.
The exchange privilege may be exercised by shareholders so long as they maintain
the respective minimum account balance in each Fund in which they own shares.

For federal income tax purposes, an exchange of shares is deemed a sale on
which a shareholder may realize capital gain or loss. Before an exchange can be
effected, a shareholder must receive a prospectus of the fund into which the
subject shares are to be exchanged. If you have previously elected the telephone
exchange option on your Account Registration Form, an exchange can be made by
calling the Pacific Capital Funds at 800-258-9232 or your Participating
Organization. Otherwise, exchanges may be made by forwarding a written request
for exchange to the Transfer Agent or your Participating Organization. Exchange
privileges may be exercised only in those states where shares of such other Fund
or series may be legally sold, and may be amended or terminated at any time upon
60 days' notice.

HOW TO REDEEM CLASS A AND CLASS B SHARES

PROSPECTUS

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<PAGE> 71

may be authorized to redeem the customer's shares for and on behalf of the
customer.

REDEMPTION BY MAIL

A written request for redemption must be received by the Transfer Agent or
your Participating Organization in order to constitute a valid tender for
redemption. The Participating Organizations are responsible for the prompt
transmission of redemption requests to the Transfer Agent. The Transfer Agent
will require a signature guarantee by an eligible guarantor institution if (a)
the redemption check is to be payable to anyone other than the Class A or Class
B shareholder(s) of record or (b) a redemption check is to be mailed or proceeds
are to be wired to the Class A or Class B shareholder(s) at an address other
than the address of record or other than a commercial bank account designated on
the Account Registration Form of such Class A and Class B shareholder(s) or (c)
the redemption proceeds exceed $50,000. For purposes of this policy, the term
"eligible guarantor institution" shall mean members of the STAMP (Securities
Transfer Agents Medallion Program), MSP (New York Stock Exchange Medallion
Signature Program) or SEMP (Stock Exchanges Medallion Program). Participants of
STAMP, MSP, and SEMP are subject to dollar value limitations which must be
considered when requesting their authorization. The Transfer Agent reserves the
right to reject any signature guarantee if it has reason to believe that the
transaction would otherwise be improper.

REDEMPTION BY TELEPHONE

A shareholder may have the proceeds of redemption requests electronically
transferred or mailed directly to a domestic commercial bank account previously
designated by the shareholder on the Account Registration Form. Under most
circumstances, such proceeds will be transmitted on the next Business Day
following receipt of a valid request for redemption. If you authorize the
telephone redemption option in your Account Registration Form, such electronic
redemption request may be made by the shareholder by telephone to the Pacific
Capital Funds or your Participating Organization. The Transfer Agent reserves
the right to reduce the amount of a wire redemption payment by its then-current
wire redemption charge. As of the date of this Prospectus, there is no charge
for wire redemptions. While this policy is subject to change at any time, it is
not anticipated that such charge would exceed $7 per wire redemption. There is
no charge for having proceeds of redemption requests mailed to a designated bank
account. The Trust will not permit shareholders to change their accounts by
telephone. For telephone redemptions, call the Pacific Capital Funds at
800-258-9232. Neither the Distributor, the Transfer Agent, Pacific Century nor
the Trust will be liable for any losses, damages, expense or cost arising out of
any telephone transaction (including exchanges and redemptions) effected in
accordance with the Fund's telephone transaction procedures, upon instructions
reasonably believed to be genuine. The Trust will employ procedures designed to
provide reasonable assurance that instructions by telephone are genuine. A
description of the procedures employed by the Trust to confirm instructions
communicated by telephone is contained in the Statement of Additional
Information. This policy places the entire risk of loss for unauthorized or
fraudulent transactions on the Shareholder, except that if the Distributor, the
Transfer Agent, Pacific Century, the Trust or their affiliates do not follow
reasonable procedures, some or all of them may be liable for any such losses.

PAYMENTS TO CLASS A AND CLASS B SHAREHOLDERS

PROSPECTUS

29
<PAGE> 72

redeemed will be made within seven days after receipt by the Transfer Agent of
the request for redemption. However, to the greatest extent possible, the Trust
will attempt to honor requests from shareholders for next Business Day payments
upon redemption of shares if the request for redemption is received by the
Transfer Agent before 4:00 p.m., Eastern Time, on a Business Day or, if the
request for redemption is received after 4:00 p.m., Eastern Time, to honor
requests for payment within two Business Days, unless it would be
disadvantageous to the Trust or the shareholders of the particular Fund to sell
or liquidate portfolio securities in an amount sufficient to satisfy requests
for payments in such manner.

Due to the relatively high cost of handling small accounts, the Trust
reserves the right to redeem, at net asset value, the shares of any shareholder
if, because of redemptions of shares by or on behalf of the shareholder, the
account of such shareholder in any Fund has a value of less than $250 due to
redemptions. Accordingly, an investor purchasing shares of a Fund in only the
minimum investment amount may be subject to such involuntary redemption if he or
she thereafter redeems some of his or her shares. Before the Trust exercises its
right to redeem such shares and to send the proceeds to the shareholder, the
shareholder will be given notice that the value of the shares of a Fund in his
or her account is less than the minimum amount and will be allowed 60 days to
make an additional investment in an amount which will increase the value of the
account to at least $1,000.

AUTO WITHDRAWAL PLAN

The Auto Withdrawal Plan enables Class A shareholders of any of the Funds
to make regular monthly or quarterly redemptions of Class A shares. With
shareholder authorization, the Transfer Agent will automatically redeem Class A
shares at the net asset value on the dates of the withdrawal and have a check in
the amount specified mailed to the shareholder. The required minimum withdrawal
is $100. To participate in the Auto Withdrawal Plan, shareholders should call
the Pacific Capital Funds for more information. Purchases of additional shares
concurrent with withdrawals may be disadvantageous to certain shareholders
because of tax liabilities and sales charges. To change the Auto Withdrawal
Instructions, or to discontinue the feature, a shareholder must submit a written
request to the Transfer Agent or their Participating Organization.

DIVIDEND AND TAX INFORMATION

DIVIDENDS AND DISTRIBUTIONS

The Funds will declare dividends of substantially all of their net income
daily and will pay such dividends monthly. Distributable net realized capital
gains are distributed at least annually to shareholders of record. A shareholder
will automatically receive all income dividends and capital gains distributions
in additional full and fractional shares of the same Class of shares held unless
the shareholder elects to receive such dividends or distributions in cash.
Dividends elected to be received in cash may be deposited directly into a
shareholder's financial institution account, provided the shareholder has
completed the appropriate section of the Account Registration Form.

PROSPECTUS

30
<PAGE> 73

Dividends and distributions are reinvested without a sales charge as of the
ex-dividend date using the net asset value determined on that date and are
credited to a shareholder's account on the payment date. Reinvested dividends
and distributions receive the same tax treatment as dividends and distributions
paid in cash. Dividends are generally taxable when received. However, dividends
declared in October, November or December to shareholders of record during those
months and paid during the following January are treated for tax purposes as if
they were received by each shareholder on December 31 of the prior year.
Elections to receive dividends or distributions in cash, or any revocation
thereof, must be made in writing to Pacific Capital Funds, P.O. Box 182130,
Columbus, Ohio 43218-2130 or to your Participating Organization, and will become
effective with respect to dividends and distributions having record dates after
its receipt by the Transfer Agent.

TAX INFORMATION

Each Fund intends to continue to qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code"). If a
Fund does so qualify, it will not be liable for federal income taxes on amounts
paid by it as dividends and capital gain distributions. However, the Code
contains a number of complex tests relating to such qualification and it is
possible, although not likely, that a Fund might not meet one or more of these
tests in any particular year. If it does not so qualify, it would be treated for
tax purposes as an ordinary corporation, would receive no tax deduction for
distributions made to shareholders and would be unable to pay dividends or
distributions which would qualify as "exempt-interest dividends" or "capital
gains dividends," as discussed below.

The Tax-Free Securities Fund and the Tax-Free Short Intermediate Securities
Fund each intends to qualify during each fiscal year under the Code to pay
exempt-interest dividends to shareholders. Exempt-interest dividends which are
derived from net interest income earned by a Fund on tax-exempt securities will
be excludable from gross income of the shareholders of the Tax-Free Securities
Fund and the Tax-Free Short Intermediate Securities Fund for regular federal
income tax purposes. Distributions of capital gains, and accrued market discount
on taxable securities or municipal securities are taxable and are not included
in exempt-interest dividends. Dividends from interest on taxable short-term
obligations, and income from repurchase agreements and securities loans, are
reportable by shareholders of the Tax-Free Securities Fund and the Tax-Free
Short Intermediate Securities Fund as ordinary income. Although tax-exempt
dividends are not taxed, each taxpayer must report the total amount of
tax-exempt interest (including exempt-interest dividends from a Fund) received
or acquired during the year.

Capital gains dividends (net gains from the sale of capital assets held for
more than 12 months over net short-term losses which a Fund distributes) are
reportable by shareholders as long-term capital gains. This is the case whether
the shareholder takes his or her distribution in cash or elects to have the
distribution reinvested in Fund shares and regardless of the length of time the
shareholder has held his or her shares. The maximum capital gains rate for
individuals is 28% with respect to assets held for more than 12 months, but not
more than 18 months ("mid-term gains"), and 20% with respect to assets held for
more than 18 months ("long-term gains"). The maximum capital gains rate for
corporate shareholders currently is the same as the maximum tax rate for
ordinary income.

Short-term gains, when distributed, are taxed to shareholders as ordinary
income. Capital losses of the Funds are not claimed by shareholders but carried
forward by the Fund to offset gains in later years and thereby lessen the
later-year capital gains distributions and amounts taxed to shareholders.

PROSPECTUS

31
<PAGE> 74

futures and options held by a Fund at year-end, which are "marked to the
market," that is, deemed sold for fair market value. Net gains or losses
realized and deemed realized on Section 1256 futures and options contracts will
be reportable by the Fund as long-term to the extent of 60% of the gains or
losses and short-term to the extent of 40% regardless of the actual holding
period of such investments.

Corporate shareholders are not expected to be entitled to any dividends
received deduction with respect to dividends paid by the Funds.

Information as to the tax status of a Fund's dividends and distributions
will be mailed to shareholders annually.

Under the Code, interest on loans incurred by shareholders to enable them
to purchase shares of the Tax-Free Securities Fund and the Tax-Free Short
Intermediate Securities Fund may not be deducted for federal or Hawaii tax
purposes to the extent the shareholders receive tax-exempt dividends from such
Fund. In addition, under rules used by the Internal Revenue Service for
determining when borrowed funds are deemed used for the purpose of purchasing or
carrying particular assets, the purchase of shares of such a Fund may be
considered to have been made with borrowed funds even though the borrowed funds
are not directly traceable to the purchase of shares.

The receipt of exempt-interest dividends from a Fund by an individual
shareholder may result in some portion of any social security payments or
railroad retirement benefits received by the shareholder or the shareholder's
spouse being included in taxable income.

Persons who are "substantial users" (or persons related thereto) of
facilities financed by industrial development bonds or private activity bonds
should consult their own tax advisers before purchasing shares of either the
Tax-Free Securities Fund or the Tax-Free Short Intermediate Securities Fund.

While interest from Municipal Obligations held by the Tax-Free Securities
Fund and the Tax Free Short Intermediate Securities Fund is tax-exempt for
purposes of computing the shareholder's regular tax, interest from so-called
private activity bonds issued after August 7, 1986 constitutes a tax preference
for both individuals and corporations and thus will enter into a computation of
the alternative minimum tax, and all tax-exempt interest will be a component of
the corporate alternative minimum tax. Whether or not that computation will
result in a tax will depend on many factors, and shareholders should consult
their tax advisers as to the possible alternative minimum tax, if any, they may
incur.

TAX EFFECTS OF REDEMPTIONS

PROSPECTUS

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<PAGE> 75

any capital loss is disallowed to the extent of any exempt interest dividends on
these shares and is otherwise treated as long-term to the extent of capital
gains distributions received on such shares.

HAWAIIAN TAX INFORMATION

If at the close of each quarter of the Tax-Free Short Intermediate
Securities Fund's and the Tax-Free Securities Fund's taxable year at least 50%
of the value of its total assets consists of obligations the interest on which,
if such obligations were held by an individual, would be exempt from Hawaii
personal income tax (under either the laws of Hawaii or of the United States),
the Tax-Free Securities Fund and the Tax-Free Short Intermediate Securities Fund
will be entitled to pay dividends to its shareholders which will be exempt from
Hawaii personal income tax to the extent derived from such obligations. Similar
exemptions may be available in other states with regard to the portion of
tax-exempt dividends attributable to interest exempt from state taxation under
federal law.

Dividends and distributions made by the Tax-Free Securities Fund or the
Tax-Free Short Intermediate Securities Fund to Hawaii residents, to the extent
attributable to Hawaiian Municipal Obligations, will generally be treated for
Hawaii personal income tax purposes in the same manner as they are treated under
the Code for federal income tax purposes. Under Hawaii law, interest derived
from obligations of states (and their political subdivisions) other than Hawaii
will not be exempt from Hawaii income taxation.

Persons or entities who are not Hawaii residents should not be subject to
Hawaii income taxation on dividends and distributions made by the Trust but will
be subject to other state and local taxes.

For further information regarding taxation, see "Tax Information" in the
SAI.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations presently in effect, and state
taxation.

GENERAL INFORMATION

PERFORMANCE

From time to time, performance for the Class A and Class B shares of the
Funds showing each Fund's average annual total return, aggregate total return,
yield, and tax-equivalent yield where appropriate may be presented in
advertisements, sales literature and in reports to Class A and Class B
shareholders. Such performance figures are based on historical earnings and are
not intended to indicate future performance. Average annual total return will be
calculated for the period since the establishment of the Funds, and will, unless
otherwise noted, reflect the imposition of the maximum sales charge. Average
annual return is measured by comparing the value of an investment in Class A
shares of a Fund at the beginning of the relevant period to the redemption value
of the investment, after reflecting the reinvestment of any dividends or capital
gains distributions and annualizing the difference. Aggregate total return is
calculated similarly to average annual total return except that the return
figure is aggregated over the relevant period instead of annualized. Yield will
be computed by dividing such Fund's net investment income per Class A or Class B
share earned during a recent 30-day period by such Fund's per Class A or Class B
share maximum offering price (reduced by any undeclared earned income expected
to be paid shortly as a dividend) on the last day of the period and annualizing
the result. From time to time, average annual total return, aggregate total
return and yield for the Class A shares of the Funds may also be calculated and
advertised on the basis of an investment in a

PROSPECTUS

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<PAGE> 76

Fund at the net asset value per share or at net asset value per share plus a
reduced sales charge, rather than the public offering price per share. In this
case, the figure would not reflect the effect of a maximum sales charge that a
Class A shareholder may have paid. Tax-equivalent yield for the Tax-Free
Securities Fund and the Short Intermediate Tax-Free Securities Fund will be
computed assuming a stated income tax rate has been applied to non-exempt income
to derive the tax-exempt portion of the Funds' yield.

Shareholders may also be provided with information comparing the
performance of the Class A and Class B shares of the Funds to the performance of
other mutual funds with comparable investment objectives and policies. This
information may be based on data relating to various mutual fund or market
indices such as those prepared by Dow Jones& Co., Inc. and Standard& Poor's
Corporation or data prepared by Lipper Analytical Services, Inc. Comparisons may
also be made to indices or data published in Money Magazine, Forbes, Barron's,
The Wall Street Journal, The New York Times, Business Week, American Banker,
Institutional Investor, Pensions and Investments, USA Today, Fortune,
CDA/Wiesenberger, Ibbotson Associates, Inc., Morningstar and regional
periodicals and newspapers. In addition to yield information, general
information about the Funds that appears in a publication such as those
mentioned above may also be quoted or reproduced in advertisements or in reports
to shareholders. Reports to shareholders may contain performance information on
any Fund.

Yield and total return are functions of the type and quality of instruments
held in the portfolio, operating expenses, and market conditions. Consequently,
current yields and total return will fluctuate and are not necessarily
representative of future results. Any fees charged by an affiliate of Pacific
Century or an Institution with respect to customer accounts for investing in
shares of the Funds will not be included in performance calculations; such fees,
if charged, would reduce the actual yield and total return from that quoted.

Because of differences in the fees and/or expenses borne by the classes of
shares of the Funds, the average annual total return, aggregate total return,
yield, and tax-equivalent yield of the Class B shares, as the case may be, can
be expected, at any given time, to be lower than the average annual total
return, aggregate total return, yield, and tax-equivalent yield, of Class A
shares. Standardized yield and total return quotations will be computed
separately for Class A and Class B.

DESCRIPTION OF THE TRUST AND ITS SHARES

CAPITALIZATION--The Trust was organized as a Massachusetts business trust
on October 30, 1992, and currently consists of nine separately managed series.
The Board of Trustees may establish additional series in the future. The series
of the Trust are: the Balanced Fund, Diversified Fixed Income Fund, Growth and
Income Fund, Growth Stock Fund, New Asia Growth Fund, Short Intermediate U.S.
Treasury Securities Fund, Tax-Free Securities Fund, Tax-Free Short Intermediate
U.S. Treasury Securities Fund and the U.S. Treasury Securities Fund, each with
unlimited transferable shares of beneficial interest, no par value. When issued
in accordance with the terms and procedures described in their respective
Prospectuses, shares of the Funds are fully paid, non-assessable and freely
transferable.

Each series is comprised of three classes of shares--Class A, Class B, and
Class Y shares. The classes have identical rights with respect to the series of
which they are a part, provided that there are certain matters which affect one
class but not another. Currently, the only such matters are the existence of the
Distribution Plans with respect to each of Class A and Class B shares but not
any Class Y shares, the absence of any sales load with regard to the purchase or
redemption of the Class Y shares, and the fact that a salesperson or other
person entitled to receive compensation for selling or servicing Class A, Class
B or Class Y shares may receive different compensation with respect to one such
class over the other Class in the same Fund. On all such matters, shareholders
vote as a class, and not by series. Class Y shares have different expenses, and
are subject to

PROSPECTUS

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<PAGE> 77

no sales charge, which may affect performance. A separate Prospectus applies to
the Class Y shares of each series. Prospectuses relating to the Class Y shares
of each series may be obtained by calling the telephone number listed on the
first page of this Prospectus.

SHAREHOLDER LIABILITY--Under Massachusetts law, shareholders of the Funds
could, under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Trust's Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust. The Declaration of
Trust provides for indemnification out of a Fund's property for any losses and
expenses of any shareholder of such Fund held liable on account of being or
having been a shareholder. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which a
Fund would be unable to meet its obligations.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be addressed to a Fund at the address or
telephone number set forth on the cover page of this Prospectus.

PROSPECTUS

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<PAGE> 78

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 79

APPLICATION FOR PACIFIC CAPITAL FUNDS

PLEASE COMPLETE STEPS 1 THROUGH 5 AND MAIL TO:

PACIFIC CAPITAL FUNDS

P.O. BOX 182130, COLUMBUS, OH 43218-2130

1-800-258-9232 [PACIFIC CAPITAL FUNDS LOGO]

[ ] Individual 1. -----------------------------------------------------------------------------------------------------
First Name Middle Initial Last Name Social Security Number

-----------------------------------------------------------------------------------------------------
Tax I.D. Number Trustee(s) or Authorized Individual Title

- ------------------------------------------------------------------------------------------------------------------------------------
B. MAILING ADDRESS AND TELEPHONE NUMBER

- ------------------------------------------------------------------------------------------------------------------------------------
Street or P.O. Box City State Zip Code

Citizen or resident of: U.S. [ ] Other [ ] ____ Check here [ ] if you are a non U.S. Citizen or resident and
not subject to back-up withholding.

See certification in Step 5.

- ------------------------------------------------------------------------------------------------------------------------------------
STEP 2 PURCHASE OF SHARES

A. INITIAL INVESTMENT
Make check payable to: Pacific Capital Funds Minimum Initial Investment in any Fund is $1,000. Subsequent Investments, $50.

Dividends are to be: [ ] Reinvested [ ] Paid in cash* Capital Gains are to be: [ ] Reinvested [ ] Paid in cash*

*FOR CASH DIVIDENDS, PLEASE CHOOSE ONE OF THE FOLLOWING OPTIONS:
[ ] Wire directly into my financial institutional account. ATTACHED IS A VOIDED CHECK showing the account information where I
would like the dividend deposited.
[ ] Mail check to my address listed in Step 1B.
[ ] Mail check as requested in Step 3F.
</TABLE>
<PAGE> 80
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
C. LETTER OF INTENT I/we intend to invest in shares of one or more of the Pacific Capital Funds during the 13-month period
(See Terms of Escrow from the date of my first purchase pursuant to this Letter (which purchase cannot be more than 90 days
for Letter prior to the date of this Letter), an aggregate amount (excluding any reinvestment of dividends or
of Intent at the end of distributions) of at least $25,000 which, together with my present holdings of Pacific Capital Fund
this shares (at public offering price on date of this Letter), will equal or exceed the minimum amount
application). checked below:*

- ----------------------- [ ] $ 25,000 [ ] $ 50,000 [ ] $ 100,000 [ ] $250,000
Check appropriate box [ ] $500,000 [ ] $1,000,000

- ------------------------------------------------------------------------------------------------------------------------------------
STEP 3 SPECIAL FEATURES

A. AUTOMATIC INVEST PROGRAM
- -----------------------
Check appropriate box
[ ] YES [ ] NO

- ------------------------------------------------------------------------------------------------------------------------------------
C. AUTOMATIC WITHDRAWAL PLAN

Application must be
received in good order
at least two weeks
prior
to 1st actual
liquidation date.

- -----------------------
Check appropriate box
[ ] YES [ ] NO

The minimum Automatic Withdrawal amount is $100 per Fund.

$ ---------------------------
------------------------- Fund
$ ---------------------------
------------------------- Fund
Total $ ---------------------------

Please select how often you would like to have payments made
from your account under the Automatic Withdrawal Plan.

[ ] Once each month -- on the [ ] Twice each month on the 1st and 16th
1st
[ ] Once each month -- on the [ ] Once each quarter on the 1st beginning in
16th the month of
-------------------- .

Please choose one of the following options:
[ ] Mail check to my address listed in Step 1a.
[ ] Mail check as requested in Step 3f.
</TABLE>
<PAGE> 81
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------------------------
D. 1. TELEPHONE EXCHANGE