RYDEX SERIES TRUST
497, 1999-09-29
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<PAGE>
                          PROSPECTUS -- INVESTOR CLASS

<TABLE>
<C>        <S>
        1  INTRODUCTION
      ---

        2  BANKING FUND
      ---

        4  BASIC MATERIALS FUND
      ---

        6  BIOTECHNOLOGY FUND
      ---

        8  CONSUMER PRODUCTS FUND
      ---

       10  ELECTRONICS FUND
      ---

       12  ENERGY FUND
      ---

       14  ENERGY SERVICES FUND
      ---

       16  FINANCIAL SERVICES FUND
      ---

       18  HEALTH CARE FUND
      ---

       20  LEISURE FUND
      ---

       22  PRECIOUS METALS FUND
      ---

       24  RETAILING FUND
      ---

       26  TECHNOLOGY FUND
      ---

       28  TELECOMMUNICATIONS FUND
      ---

       30  TRANSPORTATION FUND
      ---

       32  U.S. GOVERNMENT MONEY MARKET FUND
      ---

       34  MORE INFORMATION ABOUT RISK
      ---

       36  SHAREHOLDER INFORMATION
      ---

       42  MANAGEMENT
      ---

       43  DIVIDENDS, DISTRIBUTIONS AND TAXES
      ---

       45  FINANCIAL HIGHLIGHTS
      ---

       BC  ADDITIONAL INFORMATION
      ---
</TABLE>

AUGUST 1, 1999
REVISED AS OF OCTOBER 1, 1999

                               RYDEX SERIES TRUST

                                  SECTOR FUNDS

                       U.S. GOVERNMENT MONEY MARKET FUND

         6116 Executive Boulevard, Suite 400, Rockville, Maryland 20852
                          1-800-820-0888  301-468-8520

Rydex Series Trust (the "Trust") is a no-load mutual fund complex with
twenty-two separate investment portfolios (the "Rydex Funds"), sixteen of which
are described in this Prospectus (the "Funds"). Investor Class Shares of the
Funds are sold principally to professional money managers and to investors who
take part in certain strategic and tactical asset-allocation investment
programs.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
TRUST'S SHARES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

     ICON LEGEND

         [ICON]

      Fund Objective
      The fund's particular investment goal.

       [ICON]

      Portfolio Investments
      The primary types of securities in which the fund invests.

         [ICON]

      Risk Considerations
      The major risk factors associated with the fund.

         [ICON]

      Fund Performance and Fee Information
      The overall costs incurred by an investor in the fund.

         [ICON]

      Financial Highlights
      A table showing the fund's financial performance.

                                       ii
<PAGE>
                                                            PROSPECTUS  1
                                                                        --------

INTRODUCTION

THE SECTOR FUNDS' INVESTMENT OBJECTIVE

    Each Sector Fund seeks capital appreciation by investing in companies which
operate in a specific economic sector.

THE ADVISOR'S INVESTMENT METHODOLOGY

    In managing the Sector Funds, PADCO Advisors, Inc.'s (the "Advisor")
investment team employs a quantitative model that considers a number of factors.
To develop a liquid portfolio of stocks that adequately represents a particular
market sector, the Advisor applies filters to the broad universe of stocks of
issuers that are "principally engaged" in business activities in each industry
sector. Specifically, the Advisor's investment process screens stocks primarily
based on liquidity, market capitalization, and correlation relative to the
entire industry sector. The Advisor also may consider other factors.

    The Advisor monitors the Sector Funds' portfolios on an ongoing basis, and
adds or deletes stocks from the portfolios as needed.

    After constructing a portfolio for each Sector Fund, the Advisor may utilize
futures contracts and options to leverage a Fund's exposure to the relevant
business sector. The use of leverage will result in each Fund being exposed to
its relevant business sector with more than 100% of its total assets.

    Each business sector typically consists of numerous industries. For purposes
of the Advisor's investment methodology and the policies for each Fund, a
company is considered to be "principally engaged" in a designated business
activity in a particular economic sector if at least 50% of its assets, gross
income, or net profits are committed to, or derived from, that activity. If a
question exists as to whether a company meets these standards, the Advisor will
determine whether the company's primary business is within the business sector
designated for investment by that Fund.

RISKS OF INVESTING IN THE FUNDS

    Your investment in the Funds is subject to certain risks. Some of the risks
that are common to each of the Funds (except the U.S. Government Money Market
Fund) are discussed below.

    - NON-DIVERSIFICATION RISK -- Since each Fund is non-diversified, each Fund
      may invest in the securities of a relatively few number of issuers. To the
      extent that a Fund invests a significant percentage of its assets in a
      limited number of issuers, the Fund is subject to the risks of investing
      in those few issuers, and may be more susceptible to a single adverse
      economic or regulatory occurrence.

    - CONCENTRATION RISK -- Since the Funds invest in the securities of a
      limited number of issuers conducting business in a specific industry, it
      is subject to the risk that those issuers (or that industry) will perform
      poorly, and the Fund will be negatively impacted by that poor performance.

    THE INVESTMENT OBJECTIVE OF EACH SECTOR FUND IS NON-FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL. THERE CAN BE NO ASSURANCE THAT A FUND WILL
ACHIEVE ITS INVESTMENT OBJECTIVE.

The Funds:

    - Are not federally insured

    - Are not guaranteed by any government agency

    - Are not bank deposits

    - Are not guaranteed to achieve their objectives
<PAGE>
- ------
2  PROSPECTUS

                        FUND INFORMATION -- BANKING FUND

FUND OBJECTIVE

[ICON]
          The Banking Fund seeks to provide capital appreciation by investing in
companies that are involved in the banking sector, including commercial banks
(and their holding companies) and savings and loan institutions ("Banking
Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Banking Companies that are traded in the United States. Banking
Companies are engaged in accepting deposits and making commercial and
principally non-mortgage consumer loans and include state chartered banks,
savings and loan institutions, and banks that are members of the Federal Reserve
System. The Fund may also engage in futures and options transactions, purchase
ADRs and U.S. Government securities, and enter into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Banking Fund is subject to a number of risks that will affect the
value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - BANKING SECTOR CONCENTRATION RISK -- The risk that the securities of
      Banking Companies that the Fund purchases will underperform the market as
      a whole. To the extent that the Fund's investments are concentrated in
      Banking Companies, the Fund is subject to legislative or regulatory
      changes, adverse market conditions and/or increased competition affecting
      Banking Companies. The prices of the securities of Banking Companies may
      fluctuate widely due to the broadening of regional and national interstate
      banking powers, the reduction in the number of publicly-traded Banking
      Companies, and general economic conditions which could create exposure to
      credit losses.
<PAGE>
                                                            PROSPECTUS  3
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Banking Fund commenced operations on April 1, 1998, and therefore does
not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Banking Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .72%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.57%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Banking Fund with the cost of investing in other
mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $160        $496       $855       $1,867
</TABLE>
<PAGE>
- ------
4  PROSPECTUS

                    FUND INFORMATION -- BASIC MATERIALS FUND

FUND OBJECTIVE

[ICON]
          The Basic Materials Fund seeks capital appreciation by investing in
          companies engaged in the mining, manufacture, or sale of basic
materials, such as lumber, steel, iron, aluminum, concrete, chemicals and other
basic building and manufacturing materials ("Basic Materials Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Basic Materials Companies that are traded in the United States.
Basic Materials Companies are engaged in the manufacture, mining, processing, or
distribution of raw materials and intermediate goods used in the industrial
sector, and may be involved in the production of metals, textiles, and wood
products, including equipment suppliers and railroads. The Fund may also engage
in futures and options transactions, purchase ADRs and U.S. Government
securities, and enter into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Basic Materials Fund is subject to a number of risks that will
         affect the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - BASIC MATERIALS SECTOR CONCENTRATION RISK -- The risk that the securities
      of issuers in the basic materials sector that the Fund purchases will
      underperform the market as a whole. To the extent that the Fund's
      investments are concentrated in issuers conducting business in the same
      economic sector, the Fund is subject to legislative or regulatory changes,
      adverse market conditions and/or increased competition affecting that
      economic sector. The prices of the securities of Basic Materials Companies
      may fluctuate widely due to the level and volatility of commodity prices,
      the exchange value of the dollar, import controls, worldwide competition,
      liability for environmental damage, depletion of resources, and mandated
      expenditures for safety and pollution control devices.
<PAGE>
                                                            PROSPECTUS  5
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Basic Materials Fund commenced operations on April 1, 1998, and
therefore does not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Basic Materials Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .76%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.61%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Basic Materials Fund with the cost of investing in
other mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $164        $508       $876       $1,911
</TABLE>
<PAGE>
- ------
6  PROSPECTUS

                     FUND INFORMATION -- BIOTECHNOLOGY FUND

FUND OBJECTIVE

[ICON]
          The Biotechnology Fund seeks capital appreciation by investing in
          companies that are involved in the biotechnology industry, including
companies involved in research and development, genetic or other biological
engineering, and in the design, manufacture, or sale of related biotechnology
products or services ("Biotechnology Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Biotechnology Companies that are traded in the United States.
Biotechnology Companies are engaged in the research, development, and
manufacture of various biotechnological products, services, and processes;
manufacture and/or distribute biotechnological and biomedical products,
including devices and instruments; provide or benefit significantly from
scientific and technological advances in biotechnology; or provide processes or
services instead of, or in addition to, products. The Fund may also engage in
futures and options transactions, purchase ADRs and U.S. Government securities,
and enter into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Biotechnology Fund is subject to a number of risks that will affect
         the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - BIOTECHNOLOGY SECTOR CONCENTRATION RISK -- The risk that the securities of
      issuers in the biotechnology sector that the Fund purchases will
      underperform the market as a whole. To the extent that the Fund's
      investments are concentrated in issuers conducting business in the same
      economic sector, the Fund is subject to legislative or regulatory changes,
      adverse market conditions and/or increased competition affecting that
      economic sector. The prices of the securities of Biotechnology Companies
      may fluctuate widely due to patent considerations, intense competition,
      rapid technological change and obsolescence, and regulatory requirements
      of the Food and Drug Administration, the Environmental Protection Agency,
      state and local governments, and foreign regulatory authorities.

    - SMALL ISSUER RISK -- Many Biotechnology Companies are relatively small and
      have thinly traded equity securities, may not yet offer products or offer
      a single product, and may have persistent losses during a new product's
      transition from development to production or erratic revenue patterns.
<PAGE>
                                                            PROSPECTUS  7
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Biotechnology Fund commenced operations on April 1, 1998, and therefore
does not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Biotechnology Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .70%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.55%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Biotechnology Fund with the cost of investing in
other mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $158        $490       $845       $1,845
</TABLE>
<PAGE>
- ------
8  PROSPECTUS

                   FUND INFORMATION -- CONSUMER PRODUCTS FUND

FUND OBJECTIVE

[ICON]
          The Consumer Products Fund seeks capital appreciation by investing in
companies engaged in manufacturing finished goods and services both domestically
and internationally ("Consumer Products Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Consumer Products Companies that are traded in the United States.
Consumer Products Companies include companies that manufacture, wholesale or
retail durable goods such as major appliances and personal computers, or that
retail non-durable goods such as beverages, tobacco, health care products,
household and personal care products, apparel, and entertainment products (E.G.,
books, magazines, TV, cable, movies, music, gaming, sports), as well as
companies that provide consumer products and services such as lodging, child
care, convenience stores, and car rentals. The Fund may also engage in futures
and options transactions, purchase ADRs and U.S. Government securities, and
enter into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Consumer Products Fund is subject to a number of risks that will
affect the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - CONSUMER PRODUCTS SECTOR CONCENTRATION RISK -- The risk that the
      securities of issuers in the consumer products sector that the Fund
      purchases will underperform the market as a whole. To the extent that the
      Fund's investments are concentrated in issuers conducting business in the
      same economic sector, the Fund is subject to legislative or regulatory
      changes, adverse market conditions and/or increased competition affecting
      that economic sector. The performance of Consumer Products Companies has
      historically been closely tied to the performance of the overall economy,
      and is also affected by interest rates, competition, consumer confidence
      and relative levels of disposable household income and seasonal consumer
      spending. Changes in demographics and consumer tastes can also affect the
      demand for, and success of, consumer products in the marketplace.
<PAGE>
                                                            PROSPECTUS  9
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Consumer Products Fund commenced operations on July 6, 1998, and
therefore does not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Consumer Products Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .69%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.54%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Consumer Products Fund with the cost of investing
in other mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $157        $486       $839       $1,835
</TABLE>
<PAGE>
- ------
10  PROSPECTUS

                      FUND INFORMATION -- ELECTRONICS FUND

FUND OBJECTIVE

[ICON]
          The Electronics Fund seeks capital appreciation by investing in
          companies that are involved in the electronics sector, including
semiconductor manufacturers and distributors, and makers and vendors of other
electronic components and devices ("Electronics Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Electronics Companies that are traded in the United States.
Electronics Companies include companies involved in the manufacture and
development of semiconductors, connectors, printed circuit boards and other
components; equipment vendors to electronic component manufacturers; electronic
component distributors; electronic instruments and electronic systems vendors;
and also include companies involved in all aspects of the electronics business
and in new technologies or specialty areas such as defense electronics, advanced
design and manufacturing technologies, or lasers. The Fund may also engage in
futures and options transactions, purchase ADRs and U.S. Government securities,
and enter into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Electronics Fund is subject to a number of risks that will affect
         the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - ELECTRONICS SECTOR CONCENTRATION RISK -- The risk that the securities of
      issuers in the electronics sector that the Fund purchases will
      underperform the market as a whole. To the extent that the Fund's
      investments are concentrated in issuers conducting business in the same
      economic sector, the Fund is subject to legislative or regulatory changes,
      adverse market conditions and/or increased competition affecting that
      economic sector. The prices of the securities of Electronics Companies may
      fluctuate widely due to risks of rapid obsolescence of products, intense
      competition, the economic performance of their customers, high technology
      and research costs (especially in light of decreased defense spending by
      the U.S. Government), and may face competition from subsidized foreign
      competitors with lower production costs.

    - SMALL ISSUER RISK -- Many Electronics Companies are relatively small and
      have thinly traded securities, may offer only one or a limited number of
      rapidly obsolescing products, and may have persistent losses during a new
      product's transition from development to production.
<PAGE>
                                                            PROSPECTUS  11
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Electronics Fund commenced operations on April 1, 1998, and therefore
does not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Electronics Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .71%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.56%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Electronics Fund with the cost of investing in
other mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $159        $493       $850       $1,856
</TABLE>
<PAGE>
- ------
12  PROSPECTUS

                        FUND INFORMATION -- ENERGY FUND

FUND OBJECTIVE

[ICON]
          The Energy Fund seeks capital appreciation by investing in companies
involved in the energy field, including the exploration, production, and
development of oil, gas, coal and alternative sources of energy ("Energy
Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Energy Companies that are traded in the United States. Energy
Companies are involved in all aspects of the energy industry, including the
conventional areas of oil, gas, electricity, and coal, and alternative sources
of energy such as nuclear, geothermal, oil shale, and solar power, and include
companies that produce, transmit, market, distribute or measure energy;
companies involved in providing products and services to companies in the energy
field; and companies involved in the exploration of new sources of energy,
conservation, and energy-related pollution control. The Fund may also engage in
futures and options transactions, purchase ADRs and U.S. Government securities,
and enter into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Energy Fund is subject to a number of risks that will affect the
value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - ENERGY SECTOR CONCENTRATION RISK -- The risk that the securities of
      issuers in the energy sector that the Fund purchases will underperform the
      market as a whole. To the extent that the Fund's investments are
      concentrated in issuers conducting business in the same economic sector,
      the Fund is subject to legislative or regulatory changes, adverse market
      conditions and/or increased competition affecting that economic sector.
      The prices of the securities of Energy Companies may fluctuate widely due
      to changes in value and dividend yield, which depend largely on the price
      and supply of energy fuels, international political events relating to oil
      producing countries, energy conservation, the success of exploration
      projects, and tax and other governmental regulatory policies.
<PAGE>
                                                            PROSPECTUS  13
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Energy Fund commenced operations on April 21, 1998, and therefore does
not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Energy Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .77%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.62%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Energy Fund with the cost of investing in other
mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $165        $511       $881       $1,922
</TABLE>
<PAGE>
- ------
14  PROSPECTUS

                    FUND INFORMATION -- ENERGY SERVICES FUND

FUND OBJECTIVE

[ICON]
          The Energy Services Fund seeks capital appreciation by investing in
          companies that are involved in the energy services field, including
those that provide services and equipment in the areas of oil, coal, and gas
exploration and production ("Energy Services Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Energy Services Companies that are traded in the United States.
Energy Services Companies are engaged in one or more businesses in the energy
service field, including those that provide services and equipment to companies
engaged in the production, refinement or distribution of oil, gas, electricity,
and coal; companies involved with the production and development of newer
sources of energy such as nuclear, geothermal, oil shale, and solar power;
companies involved with onshore or offshore drilling; companies involved in
production and well maintenance; companies involved in exploration engineering,
data and technology; companies involved in energy transport; and companies
involved in equipment and plant design or construction. The Fund may also engage
in futures and options transactions, purchase ADRs and U.S. Government
securities, and enter into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Energy Services Fund is subject to a number of risks that will
         affect the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - ENERGY SERVICES SECTOR CONCENTRATION RISK -- The risk that the securities
      of issuers in the energy services sector that the Fund purchases will
      underperform the market as a whole. To the extent that the Fund's
      investments are concentrated in issuers conducting business in the same
      economic sector, the Fund is subject to legislative or regulatory changes,
      adverse market conditions and/or increased competition affecting that
      economic sector. The prices of the securities of Energy Services Companies
      may fluctuate widely due to the supply and demand both for their specific
      products or services and for energy products in general, the price of oil
      and gas, exploration and production spending, governmental regulation and
      environmental issues, and world events and economic conditions generally
      affecting energy supply companies.
<PAGE>
                                                            PROSPECTUS  15
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Energy Services Fund commenced operations on April 1, 1998, and
therefore does not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Energy Services Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .72%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.57%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Energy Services Fund with the cost of investing in
other mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $160        $496       $855       $1,867
</TABLE>
<PAGE>
- ------
16  PROSPECTUS

                  FUND INFORMATION -- FINANCIAL SERVICES FUND

FUND OBJECTIVE

[ICON]
          The Financial Services Fund seeks capital appreciation by investing in
companies that are involved in the financial services sector. ("Financial
Services Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Financial Services Companies that are traded in the United States.
Financial Service Companies include commercial banks, savings and loan
associations, insurance companies and brokerage companies. The Fund may also
engage in futures and options transactions, purchase ADRs and U.S. Government
securities, and enter into repurchase agreements. Under SEC regulations, the
Fund may not invest more than 5% of its total assets in the equity securities of
any company that derives more than 15% of its revenues from brokerage or
investment management activities.

RISK CONSIDERATIONS

[ICON]
         The Financial Services Fund is subject to a number of risks that will
         affect the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - FINANCIAL SERVICES SECTOR CONCENTRATION RISK -- The risk that the
      securities of issuers in the financial services sector that the Fund
      purchases will underperform the market as a whole. To the extent that the
      Fund's investments are concentrated in issuers conducting business in the
      same economic sector, the Fund is subject to legislative or regulatory
      changes, adverse market conditions and/or increased competition affecting
      that economic sector. Financial Services Companies are subject to
      extensive governmental regulation, which may limit both the amounts and
      types of loans and other financial commitments they can make, and the
      rates and fees they can charge. Profitability is largely dependent on the
      availability and cost of capital, and can fluctuate significantly when
      interest rates change. Credit losses resulting from financial difficulties
      of borrowers also can negatively impact the sector.
<PAGE>
                                                            PROSPECTUS  17
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Financial Services Fund commenced operations on April 2, 1998, and
therefore does not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Financial Services Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                       85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .72%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.57%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Financial Services Fund with the cost of investing
in other mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $160        $496       $855       $1,867
</TABLE>
<PAGE>
- ------
18  PROSPECTUS

                      FUND INFORMATION -- HEALTH CARE FUND

FUND OBJECTIVE

[ICON]
          The Health Care Fund seeks capital appreciation by investing in
          companies that are involved in the health care industry ("Health Care
Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Health Care Companies that are traded in the United States. Health
Care Companies include pharmaceutical companies, companies involved in research
and development of pharmaceutical products and services, companies involved in
the operation of health care facilities, and other companies involved in the
design, manufacture, or sale of health care-related products or services. The
Fund may also engage in futures and options transactions, purchase ADRs and U.S.
Government securities, and enter into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Health Care Fund is subject to a number of risks that will affect
         the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - HEALTH CARE SECTOR CONCENTRATION RISK -- The risk that the securities of
      issuers in the health care sector that the Fund purchases will
      underperform the market as a whole. To the extent that the Fund's
      investments are concentrated in issuers conducting business in the same
      economic sector, the Fund is subject to legislative or regulatory changes,
      adverse market conditions and/or increased competition affecting that
      economic sector. The prices of the securities of Health Care Companies may
      fluctuate widely due to government regulation and approval of their
      products and services, which can have a significant effect on their price
      and availability. Furthermore, the types of products or services produced
      or provided by these companies may quickly become obsolete. Moreover,
      liability for products that are later alleged to be harmful or unsafe may
      be substantial, and may have a significant impact on a Health Care
      Company's market value and/or share price.
<PAGE>
                                                            PROSPECTUS  19
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Health Care Fund commenced operations on April 17, 1998, and therefore
does not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Health Care Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .58%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.43%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Health Care Fund with the cost of investing in
other mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $146        $452       $782       $1,713
</TABLE>
<PAGE>
- ------
20  PROSPECTUS

                        FUND INFORMATION -- LEISURE FUND

FUND OBJECTIVE

[ICON]
          The Leisure Fund seeks capital appreciation by investing in companies
engaged in leisure and entertainment businesses. ("Leisure Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Leisure Companies that are traded in the United States. Leisure
Companies are engaged in the design, production, or distribution of goods or
services in the leisure industries. Leisure Companies include hotels and
resorts, casinos, radio and television broadcasting and advertising, motion
picture production, toys and sporting goods manufacture, musical recordings and
instruments, alcohol and tobacco, and publishing. The Fund may also engage in
futures and options transactions, purchase ADRs and U.S. Government securities,
and enter into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Leisure Fund is subject to a number of risks that will affect the
value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - LEISURE SECTOR CONCENTRATION RISK -- The risk that the securities of
      issuers in the leisure sector that the Fund purchases will underperform
      the market as a whole. To the extent that the Fund's investments are
      concentrated in issuers conducting business in the same economic sector,
      the Fund is subject to legislative or regulatory changes, adverse market
      conditions and/or increased competition affecting that economic sector.
      Securities of Leisure Companies may be considered speculative, and
      generally exhibit greater volatility than the overall market. The prices
      of the securities of Leisure Companies may fluctuate widely due to
      unpredictable earnings, due in part to changing consumer tastes and
      intense competition, strong reaction to technological developments and to
      the threat of increased government regulation, particularly in the gaming
      arena.
<PAGE>
                                                            PROSPECTUS  21
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Leisure Fund commenced operations on April 1, 1998, and therefore does
not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Leisure Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .74%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.59%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Leisure Fund with the cost of investing in other
mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $162        $502       $866       $1,889
</TABLE>
<PAGE>
- ------
22  PROSPECTUS

                    FUND INFORMATION -- PRECIOUS METALS FUND

FUND OBJECTIVE

[ICON]
          The Precious Metals Fund seeks to provide capital appreciation by
investing in U.S. and foreign companies that are involved in the precious metals
sector, including exploration, mining, production and development, and other
precious metals-related services ("Precious Metals Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Precious Metals Companies that are traded in the United States and
foreign countries. Precious metals include gold, silver, platinum and other
precious metals. Precious Metals Companies include precious metal manufacturers;
distributors of precious metal products, such as jewelry, metal foil or bullion;
mining and geological exploration companies; and companies which provide
services to Precious Metals Companies. The Fund may also engage in futures and
options transactions, purchase ADRs and U.S. Government securities, and enter
into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Precious Metals Fund is subject to a number of risks that will
         affect the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's equity securities and any futures and options contracts may
      fluctuate drastically from day to day. This volatility may cause the value
      of your investment in the Fund to decrease.

    - PRECIOUS METALS CONCENTRATION RISK -- The risk that the relatively few
      securities of issuers in the mining industry that the Fund purchases will
      underperform the market as a whole. To the extent that the Fund's
      investments are concentrated in issuers conducting business in the same
      industry, the Fund is subject to legislative or regulatory changes,
      adverse market conditions and/or increased competition affecting that
      industry, as well as to the volatility of global prices for precious
      metals. The prices of precious metals may fluctuate widely due to changes
      in inflation or inflation expectations, currency fluctuations,
      speculation, worldwide demand and political developments in precious
      metals producing countries.

    - FOREIGN INVESTMENT RISK -- Investments in securities of foreign companies
      can be more volatile than investments in U.S. companies. Diplomatic,
      political, or economic developments could effect investment in foreign
      countries. Foreign companies generally are not subject to uniform
      accounting, auditing, and financial reporting standards comparable to
      those applicable to U.S. domestic companies.
<PAGE>
                                                            PROSPECTUS  23
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

PRECIOUS METALS FUND PERFORMANCE

[ICON]
         The bar chart and table below show the performance of the Precious
         Metals Fund both year-by-year and as an average over different periods
         of time. The variability of performance over time provides an
         indication of the risks of investing in the Fund. Of course, this past
         performance does not necessarily indicate how the Fund will perform in
         the future. Prior to October 1, 1999, the Precious Metals Fund's
         objective was to provide investment results that corresponded to a
         benchmark for precious metals-related securities.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
            PRECIOUS METALS FUND
<S>        <C>
1998                       -14.42%
1997                       -37.62%
1996                        -2.62%
1995                        11.54%
1994                       -25.44%
</TABLE>

* THE YEAR-TO-DATE RETURN FOR THE PERIOD FROM JANUARY 1, 1999 THROUGH JUNE 30,
  1999 IS 2.63%.
DURING THE PERIOD SHOWN IN THE BAR CHART, THE HIGHEST RETURN FOR A QUARTER WAS
19.23% (QUARTER ENDED MARCH 31, 1996) AND THE LOWEST RETURN FOR A QUARTER WAS
(32.91)% (QUARTER ENDED DECEMBER 31, 1997).

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN (FOR PERIODS ENDING DECEMBER 31, 1998)(1)
                                                                     INVESTOR CLASS SHARES  S&P 500 INDEX(2)
                                                                     ----------------------------------------
<S>                                                                  <C>                    <C>
 Past One Year                                                               (14.42)%               26.67%
  Past Five Years                                                            (15.43)%               21.36%
  Since Inception (12/01/93)                                                 (14.13)%               21.23%
</TABLE>

(1) THESE FIGURES ASSUME THE REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS
    DISTRIBUTIONS.

(2) THE S&P 500 INDEX IS AN UNMANAGED INDEX THAT IS A WIDELY RECOGNIZED
    INDICATOR OF GENERAL STOCK MARKET PERFORMANCE.

FEES AND OPERATING EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Precious Metals Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .75%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .61%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.36%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Precious Metals Fund with the cost of investing in other mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $138        $431       $745       $1,635
</TABLE>

<PAGE>
- ------
24  PROSPECTUS

                       FUND INFORMATION -- RETAILING FUND

FUND OBJECTIVE

[ICON]
          The Retailing Fund seeks capital appreciation by investing in
          companies engaged in merchandising finished goods and services,
including department stores, restaurant franchises, mail order operations and
other companies involved in selling products to consumers ("Retailing
Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Retailing Companies that are traded in the United States. Retailing
Companies include drug and department stores; suppliers of goods and services
for homes, home improvements and yards; clothing, jewelry, electronics and
computer retailers; franchise restaurants; motor vehicle and marine dealers;
warehouse membership clubs; mail order operations; and companies involved in
alternative selling methods. The Fund may also engage in futures and options
transactions, purchase ADRs and U.S. Government securities, and enter into
repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Retailing Fund is subject to a number of risks that will affect the
value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - RETAILING SECTOR CONCENTRATION RISK -- The risk that the securities of
      issuers in the retailing sector that the Fund purchases will underperform
      the market as a whole. To the extent that the Fund's investments are
      concentrated in issuers conducting business in the same economic sector,
      the Fund is subject to legislative or regulatory changes, adverse market
      conditions and/or increased competition affecting that economic sector.
      The prices of the securities of Retailing Companies may fluctuate widely
      due to consumer spending, which is affected by general economic conditions
      and consumer confidence levels. The retailing industry is highly
      competitive, and a Retailing Company's success is often tied to its
      ability to anticipate and react to changing consumer tastes. Many
      Retailing Companies are thinly capitalized, and are dependent upon a
      relatively few number of business days to achieve their overall results.
<PAGE>
                                                            PROSPECTUS  25
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Retailing Fund commenced operations on April 1, 1998, and therefore does
not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Retailing Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .57%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.42%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Retailing Fund with the cost of investing in other
mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $145        $449       $776       $1,702
</TABLE>
<PAGE>
- ------
26  PROSPECTUS

                      FUND INFORMATION -- TECHNOLOGY FUND

FUND OBJECTIVE

[ICON]
          The Technology Fund seeks capital appreciation by investing in
          companies that are involved in the technology sector, including
computer software and service companies, semiconductor manufacturers, networking
and telecommunications equipment manufacturers, PC hardware and peripherals
companies ("Technology Companies")

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Technology Companies that are traded in the United States.
Technology Companies are companies which the Advisor believes have, or will
develop, products, processes, or services that will provide technological
advances and improvements. These companies may include, for example, companies
that develop, produce or distribute products or services in the computer,
semiconductor, electronics, communications, health care, and biotechnology
sectors. The Fund may also engage in futures and options transactions, purchase
ADRs and U.S. Government securities, and enter into repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Technology Fund is subject to a number of risks that will affect
         the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - TECHNOLOGY SECTOR CONCENTRATION RISK -- The risk that the securities of
      issuers in the technology sector that the Fund purchases will underperform
      the market as a whole. To the extent that the Fund's investments are
      concentrated in issuers conducting business in the same economic sector,
      the Fund is subject to legislative or regulatory changes, adverse market
      conditions and/or increased competition affecting that economic sector.
      The prices of the securities of Technology Companies may fluctuate widely
      due to competitive pressures, increased sensitivity to short product
      cycles and aggressive pricing, problems relating to bringing their
      products to market, very high price/ earnings ratios, and high personnel
      turnover due to severe labor shortages for skilled technology
      professionals.
<PAGE>
                                                            PROSPECTUS  27
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Technology Fund commenced operations on April 14, 1998, and therefore
does not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Technology Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .54%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.39%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Technology Fund with the cost of investing in other
mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $142        $440       $761       $1,669
</TABLE>
<PAGE>
- ------
28  PROSPECTUS

                  FUND INFORMATION -- TELECOMMUNICATIONS FUND

FUND OBJECTIVE

[ICON]
          The Telecommunications Fund seeks capital appreciation by investing in
companies engaged in the development, manufacture, or sale of communications
services or communications equipment ("Telecommunications Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Telecommunications Companies that are traded in the United States.
Telecommunications Companies range from traditional local and long-distance
telephone services or equipment providers, to companies involved in developing
technologies such as cellular telephone or paging services, Internet equipment
and service providers, and fiber-optics. The Fund may also engage in futures and
options transactions, purchase ADRs and U.S. Government securities, and enter
into repurchase agreements. Although many established Telecommunications
Companies pay an above-average dividend, the Fund's investment decisions are
primarily based on growth potential and not on income.

RISK CONSIDERATIONS

[ICON]
         The Telecommunications Fund is subject to a number of risks that will
affect the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - TELECOMMUNICATIONS SECTOR CONCENTRATION RISK -- The risk that the
      securities of issuers in the telecommunications sector that the Fund
      purchases will underperform the market as a whole. To the extent that the
      Fund's investments are concentrated in issuers conducting business in the
      same economic sector, the Fund is subject to legislative or regulatory
      changes, adverse market conditions and/or increased competition affecting
      that economic sector. The prices of the securities of Telecommunications
      Companies may fluctuate widely due to both federal and state regulations
      governing rates of return and services that may be offered, fierce
      competition for market share, and competitive challenges in the U.S. from
      foreign competitors engaged in strategic joint ventures with U.S.
      companies, and in foreign markets from both U.S. and foreign competitors.
      In addition, recent industry consolidation trends may lead to increased
      regulation of Telecommunications Companies in their primary markets.
<PAGE>
                                                            PROSPECTUS  29
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Telecommunications Fund commenced operations on April 1, 1998, and
therefore does not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Telecommunications Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .70%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.55%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Telecommunications Fund with the cost of investing
in other mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $158        $490       $845       $1,845
</TABLE>
<PAGE>
- ------
30  PROSPECTUS

                    FUND INFORMATION -- TRANSPORTATION FUND

FUND OBJECTIVE

[ICON]
          The Transportation Fund seeks capital appreciation by investing in
          companies engaged in providing transportation services or companies
engaged in the design, manufacture, distribution, or sale of transportation
equipment ("Transportation Companies").

PORTFOLIO INVESTMENTS

[ICON]
          The Fund invests substantially all of its assets in equity securities
          of Transportation Companies that are traded in the United States.
Transportation Companies may include, for example, companies involved in the
movement of freight or people, such as airline, railroad, ship, truck and bus
companies; equipment manufacturers (including makers of trucks, automobiles,
planes, containers, railcars or other modes of transportation and related
products); parts suppliers; and companies involved in leasing, maintenance, and
transportation-related services. The Fund may also engage in futures and options
transactions, purchase ADRs and U.S. Government securities, and enter into
repurchase agreements.

RISK CONSIDERATIONS

[ICON]
         The Transportation Fund is subject to a number of risks that will
         affect the value of its shares, including:

    - EQUITY RISK -- The equity markets are volatile, and the value of the
      Fund's securities and futures and options contracts may fluctuate
      drastically from day-to-day. This volatility may cause the value of your
      investment in the Fund to decrease.

    - TRANSPORTATION SECTOR CONCENTRATION RISK -- The risk that the securities
      of issuers in the transportation sector that the Fund purchases will
      underperform the market as a whole. To the extent that the Fund's
      investments are concentrated in issuers conducting business in the same
      economic sector, the Fund is subject to legislative or regulatory changes,
      adverse market conditions and/or increased competition affecting that
      economic sector. The prices of the securities of Transportation Companies
      may fluctuate widely due to their cyclical nature, occasional sharp price
      movements which may result from changes in the economy, fuel prices, labor
      agreements, and insurance costs, the recent trend of government
      deregulation, and increased competition from foreign companies, many of
      which are partially funded by foreign governments and which may be less
      sensitive to short-term economic pressures.
<PAGE>
                                                            PROSPECTUS  31
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

    The Transportation Fund commenced operations on April 2, 1998, and therefore
does not have a performance history for a full calendar year.

FEES AND EXPENSES OF THE FUND

    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the Transportation Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .85%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .73%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                1.58%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------

    This Example is intended to help you compare the cost of investing in the
Investor Class Shares of the Transportation Fund with the cost of investing in
other mutual funds.

    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
    $161        $499       $860       $1,878
</TABLE>

<PAGE>
- ------
32  PROSPECTUS

             FUND INFORMATION -- U.S. GOVERNMENT MONEY MARKET FUND

FUND OBJECTIVE

[ICON]
          The U.S. Government Money Market Fund seeks to provide security of
principal, high current income, and liquidity.

PORTFOLIO INVESTMENTS

[ICON]
          The U.S. Government Money Market Fund invests primarily in money
market instruments issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities, and enters into repurchase
agreements fully collateralized by U.S. Government securities. The Fund operates
under SEC rules which impose certain liquidity, maturity and diversification
requirements. All securities purchased by the Fund must have remaining
maturities of 397 days or less, and must be found by the Advisor to represent
minimal credit risk and be of eligible quality.

RISK CONSIDERATIONS

[ICON]
         The U.S. Government Money Market Fund is subject to the following risk
that will potentially affect the value of its shares:

    - INTEREST RATE RISK -- Interest Rate Risk involves the potential for
      decline in the rate of dividends the Fund pays in the event of declining
      interest rates.

    - STABLE PRICE PER SHARE RISK -- The Fund's assets are valued using the
      amortized cost method, which enables the Fund to maintain a stable price
      of $1.00 per share. ALTHOUGH THE FUND IS MANAGED TO MAINTAIN A STABLE
      PRICE PER SHARE OF $1.00, THERE IS NO GUARANTEE THAT THE PRICE WILL BE
      CONSTANTLY MAINTAINED, AND IT IS POSSIBLE TO LOSE MONEY.
<PAGE>
                                                            PROSPECTUS  33
                                                                        --------

FUND PERFORMANCE AND FEE INFORMATION

U.S. GOVERNMENT MONEY MARKET FUND PERFORMANCE

[ICON]
         The bar chart and table below show the performance of the U.S.
         Government Money Market Fund both year-by-year and as an average over
         different periods of time. The variability of performance over time
         provides an indication of the risks of investing in the Fund. Of
         course, this past performance does not necessarily indicate how the
         Fund will perform in the future.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
               U.S. GOVERNMENT MONEY MARKET FUND
<S>        <C>
1998                                           4.72%
1997                                           4.59%
1996                                           4.49%
1995                                           4.93%
1994                                           3.23%
</TABLE>

* THE YEAR-TO-DATE RETURN FOR THE PERIOD FROM JANUARY 1, 1999 THROUGH JUNE 30,
  1999 IS 2.00%.
DURING THE PERIOD SHOWN IN THE BAR CHART, THE HIGHEST RETURN FOR A QUARTER WAS
1.27% (QUARTER ENDED JUNE 30, 1995) AND THE LOWEST RETURN FOR A QUARTER WAS
1.03% (QUARTER ENDED JUNE 30, 1996).

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN (FOR PERIODS ENDING DECEMBER 31, 1998)(1)
                                                       INVESTOR CLASS SHARES   90-DAY TREASURY COMPOSITE(2)
                                                      ------------------------------------------------------
<S>                                                   <C>                      <C>
 Past One Year                                                    4.72%                       4.78%
  Past Five Years                                                 4.39%                       4.91%
  Since Inception (12/03/93)                                      4.33%                       4.88%
</TABLE>

(1) THESE FIGURES ASSUME THE REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS
    DISTRIBUTIONS.
(2) THE 90-DAY TREASURY COMPOSITE INDEX IS AN UNMANAGED INDEX THAT IS A WIDELY
    RECOGNIZED INDICATOR OF GENERAL MONEY MARKET PERFORMANCE.

YIELD - As of June 30, 1999, the seven-day yield of the Fund was 4.02%.

FEES AND EXPENSES OF THE FUND
    This table describes the fees and expenses that you may pay if you buy and
hold Investor Class Shares of the U.S. Government Money Market Fund.
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>
SHAREHOLDER FEES
  Redemption Fees*                                                                                     None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM NET ASSETS)
  Management Fees                                                                                      .50%
  Distribution (12b-1) Fees                                                                            None
  Other Expenses                                                                                       .33%
                                                                                                  ---------
  Total Annual Fund Operating Expenses                                                                 .83%
</TABLE>

* THE FUND MAY IMPOSE A WIRE TRANSFER CHARGE OF $15 ON CERTAIN REDEMPTIONS UNDER
  $5,000.

EXAMPLE
- --------------------------------------------------------------------------------
    This Example is intended to help you compare the cost of investing in the
U.S. Government Money Market Fund with the cost of investing in other mutual
funds.
    The Example assumes that you invest $10,000 in the Fund for the time period
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

<TABLE>
<CAPTION>
   1 YEAR     3 YEARS    5 YEARS     10 YEARS
  --------------------------------------------
  <S>         <C>        <C>        <C>
     $85        $265       $461       $1,029
</TABLE>
<PAGE>
- ------
34  PROSPECTUS

MORE INFORMATION ABOUT RISK

    As indicated below, the Funds are subject to a number of risks that may
affect the value of Fund shares.

EQUITY RISK (ALL FUNDS EXCEPT U.S. GOVERNMENT MONEY MARKET FUND) -- The Funds
may invest in public and privately issued equity securities, including common
and preferred stocks, warrants, and rights, as well as instruments that attempt
to track the price movement of equity indices. Investments in equity securities
and equity derivatives in general are subject to market risks that may cause
their prices to fluctuate over time. The value of securities convertible into
equity securities, such as warrants or convertible debt, is also affected by
prevailing interest rates, the credit quality of the issuer and any call
provision. Fluctuations in the value of equity securities in which the Funds
invest will cause the net asset value of the Funds to fluctuate. An investment
in the Funds may be more suitable for long-term investors who can bear the risk
of short-term principal fluctuations.

TRADING HALT RISK (ALL FUNDS EXCEPT U.S. GOVERNMENT MONEY MARKET FUND) -- The
Funds typically will hold short-term options and futures contracts. The major
exchanges on which these contracts are traded, such as the Chicago Mercantile
Exchange ("CME"), have established limits on how much an option or futures
contract may decline over various time periods within a day. If an option or
futures contract's price declines more than the established limits, trading on
the exchange is halted on that instrument. If a trading halt occurs at the close
of a trading day, a Fund may not be able to purchase or sell options or futures
contracts. In such an event, a Fund also may be required to use a "fair-value"
method to price its outstanding contracts.

FUTURES AND OPTIONS CONTRACTS RISK (ALL FUNDS EXCEPT U.S. GOVERNMENT MONEY
MARKET FUND) -- The Funds may invest a percentage of their assets in leveraged
instruments such as futures and options contracts. The more a Fund invests in
leveraged instruments, the more this leverage will magnify any losses on those
investments. The Funds may use futures contracts and related options for bona
fide hedging purposes to offset changes in the value of securities held or
expected to be acquired. They may also be used to gain exposure to a particular
market or instrument, to create a synthetic money market position, and for
certain other tax-related purposes. The Funds will only enter into futures
contracts traded on a national futures exchange or board of trade. Futures and
options contracts are described in more detail below:

    FUTURES CONTRACTS -- Futures contracts and options on futures contracts
    provide for the future sale by one party and purchase by another party of a
    specified amount of a specific security at a specified future time and at a
    specified price. An option on a futures contract gives the purchaser the
    right, in exchange for a premium, to assume a position in a futures contract
    at a specified exercise price during the term of the option. Index futures
    are futures contracts for various indices that are traded on registered
    securities exchanges.
<PAGE>
                                                            PROSPECTUS  35
                                                                        --------

    OPTIONS -- The buyer of an option acquires the right to buy (a call option)
    or sell (a put option) a certain quantity of a security (the underlying
    security) or instrument at a certain price up to a specified point in time.
    The seller or writer of an option is obligated to sell (a call option) or
    buy (a put option) the underlying security. When writing (selling) call
    options on securities, a Fund may cover its position by owning the
    underlying security on which the option is written or by owning a call
    option on the underlying security. Alternatively, a Fund may cover its
    position by maintaining in a segregated account cash or liquid securities
    equal in value to the exercise price of the call option written by the Fund.

    The risks associated with the use of these leveraging techniques include:

    - A Fund experiencing losses over certain ranges in the market that exceed
      losses experienced by a Fund that does not use futures contracts and
      options.

    - There may be an imperfect correlation between the changes in market value
      of the securities held by a Fund and the prices of futures and options on
      futures.

    - Although the Funds will only purchase exchange-traded futures and options,
      due to market conditions there may not be a liquid secondary market for a
      futures contract or option. As a result, the Funds may be unable to close
      out their futures or options contracts at a time which is advantageous.

    - Trading restrictions or limitations may be imposed by an exchange, and
      government regulations may restrict trading in futures contracts and
      options.

    - Because option premiums paid or received by a Fund are small in relation
      to the market value of the investments underlying the options, buying and
      selling put and call options can be more speculative than investing
      directly in securities.

PORTFOLIO TURNOVER RATE RISK (ALL FUNDS EXCEPT U.S. GOVERNMENT MONEY MARKET
FUND) -- The Trust anticipates that investors that are part of a tactical or
strategic asset-allocation strategy will frequently redeem or exchange shares of
a Fund, which will cause that Fund to experience high portfolio turnover. A
higher portfolio turnover rate may result in a Fund paying higher levels of
transaction costs and generating greater tax liabilities for shareholders.

EARLY CLOSING RISK (ALL FUNDS EXCEPT U.S. GOVERNMENT MONEY MARKET FUND) -- The
normal close of trading of securities listed on the National Association of
Securities Dealers Automated Quotations system ("NASDAQ") and the New York Stock
Exchange ("NYSE") is 4:00 P.M., Eastern Time. Unanticipated early closings may
result in a Fund being unable to sell or buy securities on that day. If an
exchange closes early on a day when one or more of the Funds needs to execute a
high volume of securities trades late in a trading day, a Fund might incur
substantial trading losses.

FOREIGN COMPANY RISKS (ALL FUNDS EXCEPT U.S. GOVERNMENT MONEY MARKET FUND) --
Investments in securities of foreign companies can be more volatile than
investments in U.S.
<PAGE>
- ------
36  PROSPECTUS

companies. Diplomatic, political, or economic developments could affect
investments in foreign countries. Foreign companies generally are not subject to
uniform accounting, auditing, and financial reporting standards comparable to
those applicable to U.S. domestic companies.

SMALL ISSUER RISK (BIOTECHNOLOGY AND ELECTRONICS FUNDS) -- Small and medium
capitalization companies may be more vulnerable than larger, more established
organizations to adverse business or economic developments. In particular, small
capitalization companies may have limited product lines, markets, and financial
resources and may be dependent upon a relatively small management group. These
securities may trade over-the-counter or listed on an exchange and may or may
not pay dividends.

YEAR 2000 RISK (ALL FUNDS) -- The Funds depend on the smooth functioning of
computer systems in almost every aspect of their business. Like other mutual
funds, businesses and individuals around the world, the Funds could be adversely
affected if the computer systems used by its service providers do not properly
process dates on and after January 1, 2000 and distinguish between the year 2000
and the year 1900. The Trust has asked its service providers whether they expect
to have their computer systems adjusted for the year 2000 transition, and has
received assurances from all that they have devoted significant resources to
prevent material adverse consequences to the Funds. The Funds and their
respective shareholders may experience losses if these assurances prove to be
incorrect or as a result of year 2000 computer difficulties experienced by
issuers of portfolio securities or third parties, such as custodians, banks,
broker-dealers or others with which the Funds do business. Furthermore, many
foreign countries are not as prepared as the U.S. for the year 2000 transition.
Computer difficulties in foreign markets and with foreign institutions as a
result of the year 2000 may add to the possibility of losses to the Funds and
their shareholders.

                            SHAREHOLDER INFORMATION

HOW TO INVEST IN THE FUNDS

PURCHASING SHARES

    Shares are offered continuously, and may be purchased on any day that the
NYSE is open for business (a "Business Day"). The price per share (the offering
price) will be the net asset value per share ("NAV") next determined after your
purchase order is received by the Trust. No sales charges are imposed on initial
or subsequent investments in a Fund. NAV is calculated by (1) taking the current
market value of a Fund's total assets, (2) subtracting the liabilities, and (3)
dividing that amount by the total number of shares owned by shareholders. For
the Sector Funds, the NAV is calculated once each Business Day after the close
of the New York Stock Exchange (currently, 4:00 p.m., Eastern Time). If the
exchange or market where a Fund's securities or other investments are primarily
traded closes early, the NAV may be calculated earlier. To receive the current
Business Day's NAV, the Trust must
<PAGE>
                                                            PROSPECTUS  37
                                                                        --------

receive your purchase order before the cutoff times specified below for each
method of investing. Intermediaries may have earlier cutoff times.

MINIMUM INVESTMENT

    If a registered investment advisor has discretionary authority over your
account, the minimum initial investment in the Investor Class Shares of the
Sector Funds is $15,000. For all other shareholder accounts ("Self-Directed
Accounts"), the minimum initial investment in the Investor Class Shares of the
Funds is $25,000. These minimums also apply to retirement plan accounts. The
Trust, at its discretion, may accept lesser amounts in certain circumstances.
Intermediaries may charge fees for services provided in connection with buying,
selling or exchanging shares. Each intermediary also may have its own rules
about share transactions. For more information about how to purchase shares
through an intermediary, you should contact that intermediary directly. If you
invest in the Trust, by any method referenced below, without designating which
Fund you want to invest in, your money will be invested in the U.S. Government
Money Market Fund until you tell us where to invest your money. There is no
minimum amount for subsequent investments in a Fund. The Trust reserves the
right to modify its minimum investment requirements at any time. The Trust also
reserves the right to reject or refuse, at the Trust's discretion, any order for
the purchase of a Fund's shares in whole or in part.

    Investments in the Funds may be made (i) through securities brokers and
dealers or other financial institutions who may have the responsibility to
transmit orders promptly and who may charge a processing fee for purchases,
redemptions or exchanges of shares, or (ii) directly with the Trust by mail or
by bank wire transfer as follows:

BY MAIL

    Initial applications and investments, as well as subsequent investments, in
the Funds made BY MAIL must be received in good form by the Trust, on any
Business Day, at or prior to 2:00 p.m., Eastern Time, in order to be processed
for that Business Day's NAV. To open an account, fill out an application and
make a check payable to "Rydex Series Trust." Mail the check, along with an
application, if you are making an initial investment, to:

     Rydex Series Trust
     6116 Executive Boulevard, Suite 400
     Attn: Ops. Dept.
     Rockville, Maryland 20852

IN ADDITION TO CHARGES DESCRIBED ELSEWHERE IN THIS PROSPECTUS, THE TRUST ALSO
MAY CHARGE $25.00 FOR CHECKS RETURNED FOR INSUFFICIENT OR UNCOLLECTIBLE FUNDS.
<PAGE>
- ------
38  PROSPECTUS

BY BANK WIRE TRANSFER

    First, fill out an application and fax the completed application, along with
a request for a shareholder account number, to the Trust at 301-468-8585. Then,
request that your bank wire transfer the purchase amount to Firstar along with
the following instructions:

     Firstar
     Cincinnati, Ohio
     Routing Number: 0420-00013
     For Account of Rydex Series Trust
     Trust Account Number: 48038-9030
     [Your Name]
     [Your Shareholder Account Number and Fund Designation]

AFTER INSTRUCTING YOUR BANK TO TRANSFER MONEY BY WIRE (YOUR BANK MAY CHARGE A
FEE FOR SUCH SERVICES) FOR BOTH INITIAL AND SUBSEQUENT PURCHASES, YOU MUST CALL
THE TRUST AT 1-800-820-0888 AND INFORM THE TRUST AS TO THE AMOUNT THAT YOU HAVE
TRANSFERRED AND THE NAME OF THE BANK SENDING THE TRANSFER IN ORDER TO OBTAIN
SAME-DAY PRICING OR CREDIT. FOR INITIAL PURCHASES, YOU MUST ALSO SUPPLY THE TIME
THE WIRE WAS SENT AND THE FED WIRE REFERENCE NUMBER. IF THE PURCHASE IS CANCELED
BECAUSE YOUR WIRE TRANSFER IS NOT RECEIVED, YOU MAY BE LIABLE FOR ANY LOSS THAT
THE TRUST INCURS.

    Telephone calls for wire transfers for both initial investments (which must
be preceded by an application) and subsequent investments in the Funds must be
received in good form at the Trust, on any Business Day, at or prior to the
cutoff time of the Funds as outlined in the "EXCHANGES" section (1:00 p.m.
Eastern time for the Money Market Fund) in order to be processed at that
Business Day's NAV. An initial application that is faxed to the Trust does not
constitute a purchase order until the application has been processed and correct
payment has been received by the Trust. Intermediaries may have earlier cutoff
times for purchases. For more information about how to purchase through an
intermediary, you should contact that intermediary directly.

TAX-QUALIFIED RETIREMENT PLANS

    Investors may purchase shares of the Funds through any of the following
types of tax-qualified retirement plans:

     Individual Retirement Accounts (IRAs, including Roth IRAs)
     Keogh Accounts -- Defined Contribution Plans (Profit Sharing Plans)
     Keogh Accounts -- Pension Plans (Money Purchase Plans)
     Internal Revenue Code Section 403(b) Plans

    For retirement plan accounts that have engaged a registered investment
advisor with discretionary authority over the retirement plan account with the
Trust, the minimum initial investment in Investor
<PAGE>
                                                            PROSPECTUS  39
                                                                        --------

Class Shares of the Funds is $15,000. For retirement plan accounts that are
Self-Directed Accounts, the minimum initial investment in Investor Class Shares
of the Funds is $25,000.

    Retirement plans are charged an annual $15.00 maintenance fee and a $15.00
account closing fee taken at the time of closing from the proceeds. Additional
information regarding these accounts may be obtained by calling 1-800-820-0888
or 301-468-8520.

REDEEMING FUND SHARES

GENERAL

    You may redeem all or any portion of your Fund shares at the next determined
NAV after receipt of the redemption request (subject to applicable account
minimums). You may redeem your shares by letter or by telephone subject to the
procedures set forth below. Your redemption proceeds normally will be sent
within five Business Days of the Trust receiving your request. For investments
made by check, payment on redemption requests may be delayed until the Trust's
transfer agent is reasonably satisfied that payment has been collected by the
Trust (which may require up to 10 Business Days). If you invest by check, you
may not wire out any redemption proceeds for the 30 calendar days following the
purchase. You may avoid a delay in receiving redemption proceeds by purchasing
shares by wire. Telephone redemptions will be sent only to your address or your
bank account (as listed in the Trust's records) if you redeem by wire. The Trust
may charge $15 for certain wire transfers of redemption proceeds.

    The proceeds of non-telephone redemptions will be sent directly to your
address (as listed in the Trust's records). If you request payment of redemption
proceeds to a third party or to a location other than your address or your bank
account (as listed in the Trust's records), this request must be in writing and
must include a signature guarantee. You may have to transmit your redemption
request to your intermediary at an earlier time in order for your redemption to
be effective that Business Day. Please contact your intermediary to find out
their specific requirements for written and telephone requests for redemptions
and signature guarantees.

    REDEMPTIONS FROM TAX-QUALIFIED RETIREMENT PLANS MAY HAVE ADVERSE TAX
CONSEQUENCES. YOU SHOULD CONSULT YOUR TAX ADVISOR BEFORE REDEEMING SHARES FROM
YOUR TAX-QUALIFIED ACCOUNT.

INVOLUNTARY REDEMPTIONS

    Because of the administrative expense of handling small accounts, any
request for a redemption when your account balance (a) is below the CURRENTLY
applicable minimum investment, or (b) would be below that minimum as a result of
the redemption, will be treated as a request for the complete redemption of that
account. If, due to withdrawals or transfers, your account balance drops below
the
<PAGE>
- ------
40  PROSPECTUS

required minimum of $15,000 ($25,000 for Self-Directed Accounts), the Trust
reserves the right to redeem your remaining shares without ANY additional
notification to you.

SUSPENSION OF REDEMPTIONS

    With respect to each Fund, and as permitted by the Securities and Exchange
Commission ("Commission"), the right of redemption may be suspended, or the date
of payment postponed: (i) for any period during which the NYSE, the Federal
Reserve Bank of New York (the "New York Fed"), NASDAQ, the CME or the Chicago
Board Options Exchange ("CBOE") as appropriate, is closed (other than customary
weekend or holiday closings) or trading on the NYSE, NASDAQ, the CME or the CBOE
as appropriate, is restricted; (ii) for any period during which an emergency
exists so that disposal of Fund investments or the determination of NAV is not
reasonably practicable; or (iii) for such other periods as the Commission, by
order, may permit for protection of Fund investors. On any day that the New York
Fed or the NYSE closes early, the principal government securities and corporate
bond markets close early (such as on days in advance of holidays generally
observed by participants in these markets), or as permitted by the Commission,
the right is reserved to advance the time on that day by which purchase and
redemption orders must be received.

EXCHANGES

    You may exchange Investor Class Shares of any Fund for Investor Class Shares
of any other Rydex Fund Investor Class Shares, on the basis of the respective
net asset values of the shares involved. An exchange involving a Self-Directed
Account must be for at least the lesser of $1,000 or 100% of the account value
of the Rydex Fund from which the exchange is to be made. The Trust currently is
composed of twenty-two separate Funds. Investor Class Shares of six Benchmark
Funds are offered in a separate prospectus. Exchanges may be made by letter or
by telephone subject to the procedures set forth below.

    To exchange your shares, you need to provide certain information, including
the name on the account, the account number (or your taxpayer identification
number), the number or dollar value of shares (or the percentage of the total
value of your account) you want to exchange, and the names of the Rydex Funds
involved in the exchange transaction. If you are contemplating an exchange for
shares of a Rydex Fund not described in this Prospectus, you should obtain and
review the current prospectus of that Rydex Fund before making the exchange.
<PAGE>
                                                            PROSPECTUS  41
                                                                        --------

    Exchange orders into other Rydex Funds must be received by the time set
forth below for either the relevant Rydex Fund from which an exchange is being
made and into which an exchange is being made (whichever is earlier):

<TABLE>
<CAPTION>
FUND(S)                                                                          CUT OFF TIME
- ----------------------------------------------------------------------------------------------
<S>                                                                             <C>
Nova                                                                              3:45 p.m.
Ursa
OTC
Arktos
- ----------------------------------------------------------------------------------------------
Sector Funds                                                                      3:30 p.m.
- ----------------------------------------------------------------------------------------------
U.S. Government Bond                                                              2:45 p.m.
Juno
- ----------------------------------------------------------------------------------------------
</TABLE>

    Intermediaries may have earlier cutoff times.

    The exchange privilege may be modified or discontinued at any time.

PROCEDURES FOR REDEMPTIONS AND EXCHANGES

    Written requests for redemptions and exchanges should be sent to Rydex
Series Trust, 6116 Executive Boulevard, Suite 400, Attn: Ops. Dept., Rockville,
Maryland 20852, and should be signed by the record owner or owners. With proper
authorization, telephone and electronic redemption and transfer requests are
also permitted. Telephone redemption and exchange requests may be made by
calling 1-800-820-0888 or 301-468-8520 by the cutoff time specified above for
exchanges between Funds, on any Business Day. The Trust reserves the right to
suspend the right of redemption in accordance with this Prospectus. The Trust's
offices are open between 8:30 a.m. and 5:30 p.m., Eastern Time on each Business
Day.

TRANSACTIONS OVER THE TELEPHONE

    Telephone redemption and exchange transactions are extremely convenient, but
are not risk-free. To ensure that your telephone transactions are safe, secure,
and as risk-free as possible, the Trust has instituted certain safeguards and
procedures for determining the identity of callers and authenticity of
instructions, including recording telephone inquiries. As a result, neither the
Trust nor its transfer agent will be responsible for any loss, liability, cost,
or expense for following telephone or wire instructions they reasonably believe
to be genuine. If you or your intermediary make exchange or redemption requests
by telephone, you will generally bear the risk of any loss. If you are unable to
reach the Trust by telephone, you may want to try to reach the Trust by other
means.
<PAGE>
- ------
42  PROSPECTUS

MANAGEMENT OF THE FUNDS

    PADCO Advisors, Inc., (the "Advisor") a Maryland corporation with offices at
6116 Executive Boulevard, Suite 400, Rockville, Maryland 20852, serves as
investment advisor and manager of the Funds. Albert P. Viragh, Jr., the Chairman
of the Board and the President of the Advisor, owns a controlling interest in
the Advisor. From 1985 until the incorporation of the Advisor, Mr. Viragh was a
Vice President of Money Management Associates ("MMA"), a Maryland-based
registered investment advisor. From 1992 to June 1993, Mr. Viragh was the
portfolio manager of The Rushmore Nova Portfolio, a series of The Rushmore Fund,
Inc., an investment company managed by MMA.

    The Advisor makes investment decisions for the assets of the Funds and
continuously reviews, supervises, and administers each Fund's investment
program. The Trustees of the Trust supervise the Advisor and establish policies
that the Advisor must follow in its day-to-day management activities. Under an
investment advisory agreement between the Trust and the Advisor, the Funds paid
the Advisor a fee at an annualized rate for the fiscal period ended March 31,
1999, based on the average daily net assets for each Fund, as set forth below:

<TABLE>
<CAPTION>
                                ADVISORY
FUND                            FEE
<S>                             <C>
- -------------------------------------
    Precious Metals...........  .75%
    All other Sector Funds....  .85%
    U.S. Government Money
    Market....................  .50%
</TABLE>

    The Advisor bears all of its own costs associated with providing these
advisory services and the expenses of the Trustees who are affiliated with the
Advisor. The Advisor may make payments from its own resources to broker-dealers
and other financial institutions in connection with the sale of Fund shares.

    Each Sector Fund is managed by a team and no one person is responsible for
making investment decisions for a Sector Fund.

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

    Income dividends, if any, are paid at least annually by each of the Funds,
except the U.S. Government Money Market Fund which declares dividends daily and
pays them monthly. If you own Fund shares on a Fund's record date, you will be
entitled to receive the dividend. The Funds may declare and pay dividends on the
same date. The Funds make distributions of capital gains, if any, at least
annually. The Trust, however, may declare a special capital gains distribution
if the Trustees believe that such a distribution would be in the best interest
of the shareholders of a Fund.

    You will receive dividends and distributions in the form of additional Fund
shares unless you have elected to receive payment in cash. If you have not
already elected to receive cash payments on your application, you must notify
the Trust in writing prior to the date of distribution. Your election will
become effective for dividends paid after the Trust receives your written
notice. To cancel your election, simply send written notice to the Trust.
<PAGE>
                                                            PROSPECTUS  43
                                                                        --------

    Dividends and distributions from a Fund are taxable to you whether they are
reinvested in additional shares of the Fund or are received in cash. You will
receive an account statement at least quarterly.

TAX INFORMATION

    The following is a summary of some important tax issues that affect the
Funds and their shareholders. The summary is based on current tax laws, which
may be changed by legislative, judicial or administrative action. The Trust has
not tried to present a detailed explanation of the tax treatment of the Funds,
or of the tax consequences of an investment in the Funds. MORE INFORMATION ABOUT
TAXES IS LOCATED IN THE STATEMENT OF ADDITIONAL INFORMATION (SAI). YOU ARE URGED
TO CONSULT YOUR TAX ADVISOR REGARDING SPECIFIC QUESTIONS AS TO FEDERAL, STATE
AND LOCAL INCOME TAXES.

TAX STATUS OF EACH FUND

    Each Fund is treated as a separate entity for federal tax purposes, and
intends to qualify for the special tax treatment afforded regulated investment
companies. As long as a Fund qualifies as a regulated investment company, it
pays no federal income tax on the earnings it distributes to Shareholders.

TAX STATUS OF DISTRIBUTIONS

    - Each Fund will distribute substantially all of its income. THE INCOME
      DIVIDENDS YOU RECEIVE FROM THE FUNDS WILL BE TAXED AS ORDINARY INCOME
      WHETHER YOU RECEIVE THE DIVIDENDS IN CASH OR IN ADDITIONAL SHARES.

    - Corporate shareholders may be entitled to a dividends-received deduction
      for the portion of dividends they receive which are attributable to
      dividends received by a Fund from U.S. corporations.

    - Capital gains distributions will result from gains on the sale or exchange
      of capital assets held for more than one year.

    - Distributions paid in January but declared by a Fund in October, November
      or December of the previous year, may be taxable to you in the previous
      year.

TAX STATUS OF SHARE TRANSACTIONS

    EACH SALE, EXCHANGE, OR REDEMPTION OF FUND SHARES IS A TAXABLE EVENT TO YOU.
YOU SHOULD CONSIDER THE TAX CONSEQUENCES OF ANY REDEMPTION OR EXCHANGE BEFORE
MAKING SUCH A REQUEST, ESPECIALLY WITH RESPECT TO REDEMPTIONS, IF YOU INVEST IN
THE FUNDS THROUGH A TAX-QUALIFIED RETIREMENT PLAN.

STATE TAX CONSIDERATIONS

    A Fund is not liable for any income or franchise tax in Delaware as long as
it qualifies as a regulated investment company for Federal income tax purposes.

    Distributions by the Funds may be subject to state and local taxation. You
should verify your tax liability with your tax advisor.
<PAGE>
- ------
44  PROSPECTUS

                              FINANCIAL HIGHLIGHTS
                                  SECTOR FUNDS

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

[ICON]
       The financial highlights table is intended to help you understand the
       Funds' financial performance for the period of the Funds' operations.
       Certain information reflects financial results for a single Investor
       Class Share. The total returns in the table represent the rate that an
       investor would have earned (or lost) on an investment in an Investor
       Class Share of the Funds (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche, LLP
whose report, along with the financial statements and related notes, appears in
the Trust's 1999 Annual Report. Our 1999 Annual Report is available by
telephoning us at 1-800-820-0888 or (301) 468-8520. The Annual Report is
incorporated by reference in the SAI.

<TABLE>
<CAPTION>
                                                                                        INVESTOR CLASS
                                                                   ---------------------------------------------------------
                                                                             FOR THE PERIOD ENDED MARCH 31, 1999*
                                                                   ---------------------------------------------------------
                                                                              FINANCIAL     HEALTH                   BASIC
                                                                    ENERGY    SERVICES       CARE     TECHNOLOGY   MATERIALS
                                                                     FUND       FUND         FUND        FUND        FUND
                                                                   --------   ---------    --------   ----------   ---------
<S>                                                                <C>        <C>          <C>        <C>          <C>
Per Share Operating Performance:+
Net Asset Value -- Beginning of Period...........................  $  10.00    $ 10.00     $  10.00    $ 10.00      $10.00
                                                                   --------   ---------    --------   ----------   ---------
  Net Investment Income (Loss)...................................       .05       (.01)        (.02)      (.16)      --
  Net Realized and Unrealized Gains (Losses) on Securities.......     (1.06)     --            1.47       7.18       (2.25)
                                                                   --------   ---------    --------   ----------   ---------
  Net Increase (Decrease) in Net Asset Value Resulting from
   Operations....................................................     (1.01)      (.01)        1.45       7.02       (2.25)
  Distributions to Shareholders..................................     --         --           --         --          --
                                                                   --------   ---------    --------   ----------   ---------
Net Increase (Decrease) in Net Asset Value.......................     (1.01)      (.01)        1.45       7.02       (2.25)
                                                                   --------   ---------    --------   ----------   ---------
Net Asset Value -- End of Period.................................  $   8.99    $  9.99     $  11.45    $ 17.02      $ 7.75
                                                                   --------   ---------    --------   ----------   ---------
                                                                   --------   ---------    --------   ----------   ---------
Total Investment Return..........................................    (10.10)%    (0.10)%      14.50%     70.20%     (22.50)%
Ratios to Average Net Assets:
  Gross Expenses**...............................................      1.62%      1.58%        1.44%      1.39%       1.62%
  Net Expenses**.................................................      1.62%      1.57%        1.43%      1.39%       1.61%
  Net Investment Income (Loss)**.................................      0.69%     (0.07)%      (0.21)%    (1.23)%     (0.02)%
Supplementary Data:
  Portfolio Turnover Rate                                             6,070%     7,269%       4,465%     4,598%      5,704%
  Net Assets, End of Period (000's omitted)......................  $ 17,442    $22,165     $ 14,016    $24,400      $2,179
</TABLE>

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

+     CALCULATED USING THE AVERAGE DAILY SHARES OUTSTANDING FOR THE PERIOD.

*     COMMENCEMENT OF OPERATIONS: APRIL 21, 1998 -- ENERGY FUND, APRIL 2, 1998
     -- FINANCIAL SERVICES FUND, APRIL 17, 1998 -- HEALTH CARE FUND, APRIL 14,
     1998 -- TECHNOLOGY FUND, APRIL 1, 1998 -- BASIC MATERIALS FUND.

**    ANNUALIZED
<PAGE>
                                                            PROSPECTUS  45
                                                                        --------

<TABLE>
<CAPTION>
                                                                                 INVESTOR CLASS
                                                         --------------------------------------------------------------
                                                                      FOR THE PERIOD ENDED MARCH 31, 1999*
                                                         --------------------------------------------------------------
                                                         CONSUMER                          TELECOMMUNI-
                                                         PRODUCTS   LEISURE    RETAILING     CATIONS     TRANSPORTATION
                                                           FUND      FUND        FUND         FUND            FUND
                                                         --------   -------    ---------   -----------   --------------
<S>                                                      <C>        <C>        <C>         <C>           <C>
Per Share Operating Performance:+
Net Asset Value -- Beginning of Period.................   $10.00    $10.00      $ 10.00      $ 10.00         $10.00
                                                         --------   -------    ---------   -----------       ------
  Net Investment Loss..................................    --         (.08)        (.10)        (.04)          (.03)
  Net Realized and Unrealized Gains (Losses) on
   Securities..........................................     (.29)     1.29         3.64         3.07          (1.98)
                                                         --------   -------    ---------   -----------       ------
  Net Increase (Decrease) in Net Asset Value Resulting
   from Operations.....................................     (.29)     1.21         3.54         3.03          (2.01)
  Distributions to Shareholders........................    --         --          --          --             --
                                                         --------   -------    ---------   -----------       ------
Net Increase (Decrease) in Net Asset Value.............     (.29)     1.21         3.54         3.03          (2.01)
                                                         --------   -------    ---------   -----------       ------
Net Asset Value -- End of Period.......................   $ 9.71    $11.21      $ 13.54      $ 13.03         $ 7.99
                                                         --------   -------    ---------   -----------       ------
                                                         --------   -------    ---------   -----------       ------
Total Investment Return................................    (2.90)%   12.10%       35.40%       30.30%        (20.10)%
Ratios to Average Net Assets:
  Gross Expenses**.....................................     1.55%     1.59%        1.42%        1.56%          1.58%
  Net Expenses**.......................................     1.54%     1.59%        1.42%        1.55%          1.58%
  Net Investment Income (Loss)**.......................    (0.03)%   (0.76)%      (0.81)%      (0.34)%        (0.36)%
Supplementary Data:
  Portfolio Turnover Rate..............................    1,255%    5,581%       3,243%       2,788%         7,583%
  Net Assets, End of Period (000's omitted)............   $1,280    $4,796      $45,219      $12,300         $3,014
</TABLE>

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

+     CALCULATED USING THE AVERAGE DAILY SHARES OUTSTANDING FOR THE PERIOD.

*     SINCE THE COMMENCEMENT OF OPERATIONS: JULY 6, 1998 -- CONSUMER PRODUCTS
     FUND, APRIL 1, 1998 -- LEISURE FUND, RETAILING FUND, AND TELECOMMUNICATIONS
     FUND, APRIL 2, 1998 -- TRANSPORTATION FUND.

**    ANNUALIZED
<PAGE>
- ------
46  PROSPECTUS

<TABLE>
<CAPTION>
                                                                         INVESTOR CLASS
                                                         -----------------------------------------------
                                                              FOR THE PERIOD ENDED MARCH 31, 1999*
                                                         -----------------------------------------------
                                                          ENERGY                   BIO-
                                                         SERVICES   BANKING     TECHNOLOGY   ELECTRONICS
                                                           FUND       FUND         FUND         FUND
                                                         --------   --------    ----------   -----------
<S>                                                      <C>        <C>         <C>          <C>
Per Share Operating Performance:+
Net Asset Value -- Beginning of Period.................  $ 10.00    $ 10.00      $ 10.00       $ 10.00
                                                         --------   --------    ----------   -----------
  Net Investment Income (Loss).........................     (.07)       .01         (.16)         (.15)
  Net Realized and Unrealized Gains (Losses) on
   Securities..........................................    (3.91)     (1.24)        2.97          4.17
                                                         --------   --------    ----------   -----------
  Net Increase (Decrease) in Net Asset Value Resulting
   from Operations.....................................    (3.98)     (1.23)        2.81          4.02
  Distributions to Shareholders........................    --         --           --           --
                                                         --------   --------    ----------   -----------
Net Increase (Decrease) in Net Asset Value.............    (3.98)     (1.23)        2.81          4.02
                                                         --------   --------    ----------   -----------
Net Asset Value -- End of Period.......................  $  6.02    $  8.77      $ 12.81       $ 14.02
                                                         --------   --------    ----------   -----------
                                                         --------   --------    ----------   -----------
Total Investment Return................................   (39.80)%   (12.30)%      28.10%        40.20%
Ratios to Average Net Assets:
  Gross Expenses**.....................................     1.58%      1.58%        1.56%         1.57%
  Net Expenses**.......................................     1.57%      1.57%        1.55%         1.56%
  Net Investment Income (Loss)**.......................    (1.14)%     0.13%       (1.52)%       (1.23)%
Supplementary Data:
  Portfolio Turnover Rate..............................    3,170%    11,211%       2,670%        3,011%
  Net Assets, End of Period (000's omitted)............  $74,135    $ 7,827      $38,205       $12,814
</TABLE>

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

+     CALCULATED USING THE AVERAGE DAILY SHARES OUTSTANDING FOR THE PERIOD.

*     COMMENCEMENT OF OPERATIONS: APRIL 1, 1998 -- ENERGY SERVICES FUND, BANKING
     FUND, BIOTECHNOLOGY FUND, AND ELECTRONICS FUND.

**    ANNUALIZED
<PAGE>
                                                            PROSPECTUS  47
                                                                        --------

                              FINANCIAL HIGHLIGHTS
                              PRECIOUS METALS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

[ICON]
       The financial highlights table is intended to help you understand the
       Fund's financial performance for the past five years. Certain information
       reflects financial results for a single Precious Metals Fund Investor
       Class Share. The total returns in the table represent the rate that an
       investor would have earned (or lost) on an investment in the Fund
       (assuming reinvestment of all dividends and distributions). This
       information has been audited by Deloitte & Touche LLP, whose report,
along with the financial statements and related notes, appears in the Trust's
1999 Annual Report. Our 1999 Annual Report is available by telephoning us at
800-820-0888 or (301) 468-8520. The Annual Report is incorporated by reference
in the SAI. Prior to October 1, 1999, the Precious Metals Fund's objective was
to provide investment results that corresponded to a benchmark for precious
metals-related securities.

<TABLE>
<CAPTION>
                                                           YEAR        YEAR       PERIOD          YEAR       YEAR
                                                           ENDED       ENDED       ENDED         ENDED      ENDED
                                                         MARCH 31,   MARCH 31,   MARCH 31,      JUNE 30,   JUNE 30,
                                                           1999        1998        1997*          1996       1995
                                                         ---------   ---------   ---------      --------   --------
<S>                                                      <C>         <C>         <C>            <C>        <C>
Per Share Operating Performance:
Net Asset Value -- Beginning of Period.................   $  5.82     $  7.64     $  9.05       $  8.73    $  8.29
                                                         ---------   ---------   ---------      --------   --------
  Net Investment Income (Loss)+........................      (.03)        .00         .00           .00        .10
  Net Realized and Unrealized Gains (Losses) on
   Securities..........................................     (1.60)      (1.82)      (1.41)          .32        .43
                                                         ---------   ---------   ---------      --------   --------
  Net Increase (Decrease) in Net Asset Value Resulting
   from Operations.....................................     (1.63)      (1.82)      (1.41)          .32        .53
  Dividends to Shareholders from Net Investment
   Income..............................................       .00         .00         .00           .00       (.09)
                                                         ---------   ---------   ---------      --------   --------
Net Increase (Decrease) in Net Asset Value.............     (1.63)      (1.82)      (1.41)          .32        .44
                                                         ---------   ---------   ---------      --------   --------
Net Asset Value -- End of Period.......................   $  4.19     $  5.82     $  7.64       $  9.05    $  8.73
                                                         ---------   ---------   ---------      --------   --------
                                                         ---------   ---------   ---------      --------   --------
Total Investment Return................................    (28.01)%    (23.82)%    (20.77)%**      3.67%      6.21%
Ratios to Average Net Assets
  Gross Expenses.......................................      1.37%       1.42%       1.49%**
  Net Expenses.........................................      1.36%       1.41%       1.45%**       1.33%      1.38%
  Net Investment Income (Loss).........................     (0.69)%       .05%        .00%**       (.01)%     1.15%
Supplementary Data
  Portfolio Turnover Rate***...........................     1,191%        752%        743%        1,036%     1,765%
Net Assets, End of Period (000's omitted)..............   $26,823     $34,538     $23,680       $36,574    $40,861
</TABLE>

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

+     CALCULATED USING THE AVERAGE DAILY SHARES OUTSTANDING FOR THE YEAR.

*     ON MARCH 12, 1997, THE TRUSTEES CHANGED THE TRUST'S FISCAL YEAR END FROM
     JUNE 30 TO MARCH 31.

**    ANNUALIZED.

***    PORTFOLIO TURNOVER RATIO IS CALCULATED WITHOUT REGARD TO SECURITIES
     HAVING A MATURITY OF LESS THAN ONE YEAR.
<PAGE>
- ------
48  PROSPECTUS

                              FINANCIAL HIGHLIGHTS
                       U.S. GOVERNMENT MONEY MARKET FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

[ICON]
       The financial highlights table is intended to help you understand the
       Fund's financial performance for the past five years. Certain information
       reflects financial results for a single U.S. Government Money Market Fund
       Investor Class Share. The total returns in the table represent the rate
       that an investor would have earned (or lost) on an investment in the Fund
       (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP, whose report, along with
the financial statements and related notes, appears in the Trust's 1999 Annual
Report. Our 1999 Annual Report is available by telephoning us at 800-820-0888 or
(301) 468-8520. The Annual Report is incorporated by reference in the SAI.

<TABLE>
<CAPTION>
                                                                     YEAR        YEAR       PERIOD       YEAR        YEAR
                                                                     ENDED       ENDED       ENDED       ENDED      ENDED
                                                                   MARCH 31,   MARCH 31,   MARCH 31,   JUNE 30,    JUNE 30,
                                                                     1999        1998        1997*       1996        1995
                                                                   ---------   ---------   ---------   ---------   --------
<S>                                                                <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net Asset Value -- Beginning of Period...........................  $   1.00    $   1.00    $   1.00    $    1.00   $   1.00
                                                                   ---------   ---------   ---------   ---------   --------
  Net Investment Income (Loss)+..................................       .04         .04         .03          .04        .04
                                                                   ---------   ---------   ---------   ---------   --------
  Net Increase in Net Asset Value Resulting from Operations......       .04         .04         .03          .04        .04
  Dividends to Shareholders from Net Investment Income...........      (.04)       (.04)       (.03)        (.04)      (.04)
                                                                   ---------   ---------   ---------   ---------   --------
Net Increase in Net Asset Value..................................       .00         .00         .00          .00        .00
                                                                   ---------   ---------   ---------   ---------   --------
Net Asset Value -- End of Period.................................  $   1.00    $   1.00    $   1.00    $    1.00   $   1.00
                                                                   ---------   ---------   ---------   ---------   --------
                                                                   ---------   ---------   ---------   ---------   --------
Total Investment Return..........................................      4.55%       4.69%       4.39%**      4.60%      4.43%
Ratios to Average Net Assets
  Gross Expenses.................................................       .84%        .89%        .86%**
  Net Expenses...................................................       .83%        .89%        .86%**       .99%       .89%
  Net Investment Income (Loss)...................................      4.37%       4.37%       4.06%**      4.18%      4.23%
Supplementary Data
  Net Assets, End of Period (000's omitted)......................  $949,802    $253,295    $283,553    $ 153,925   $284,198
</TABLE>

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

+     CALCULATED USING THE AVERAGE DAILY SHARES OUTSTANDING FOR THE YEAR.

*     ON MARCH 12, 1997, THE TRUSTEES CHANGED THE TRUST'S FISCAL YEAR END FROM
     JUNE 30 TO MARCH 31.

**    ANNUALIZED.
<PAGE>
Additional information about the Funds is included in a Statement of Additional
   Information dated August 1, 1999 (the "SAI"), which contains more detailed
  information about the Funds. The SAI has been filed with the Securities and
     Exchange Commission ("SEC") and is incorporated by reference into this
  Prospectus and, therefore, legally forms a part of this Prospectus. The SEC
  maintains a Web site ("http://www.sec.gov") that contains the SAI, material
incorporated by reference, and other information regarding registrants that file
 electronically with the SEC. You may also review and copy documents at the SEC
Public Reference Room in Washington, D.C. (for information call 1-800-SEC-0330).
 You may request documents by mail from the SEC, upon payment of a duplication
    fee, by writing to: Securities and Exchange Commission, Public Reference
     Section, Washington, D.C. 20549-6009. To help you to obtain additional
          information, the Fund's SEC registration number is 811-7584.

 You may obtain a copy of the SAI or the annual or semi-annual reports, without
 charge by calling 1-800-820-0888 or by writing to Rydex Series Trust, at 6116
     Executive Boulevard, Suite 400, Rockville, Maryland 20852. Additional
 information about the Funds' investments is available in the annual and semi-
annual reports. Also, in the Funds' annual report, you will find a discussion of
the market conditions and investment strategies that significantly affected the
                Funds' performance during its last fiscal year.

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

       NO ONE HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
   REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE TRUST'S SAI IN
CONNECTION WITH THE OFFERING OF FUND SHARES. DO NOT RELY ON ANY SUCH INFORMATION
  OR REPRESENTATIONS AS HAVING BEEN AUTHORIZED BY THE TRUST OR PADCO ADVISORS,
    INC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE TRUST IN ANY
               JURISDICTION WHERE SUCH AN OFFERING IS NOT LAWFUL.
<PAGE>
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<PAGE>
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<PAGE>
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