DEUTSCHE ASSET MANAGEMENT
497, 2001-01-19
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<PAGE>

                                                      Deutsche Asset Management

                                              Mutual Fund
                                                 Prospectus
                                                   October 29, 2000

                                                  Premier Class

Total Return Bond



[Like shares of all mutual funds, these securities have not been approved or
disapproved by the Securities and Exchange Commission nor has the Securities and
Exchange Commission passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.]

                                                    A Member of the
                                                    Deutsche Bank Group [/]
<PAGE>

Overview
--------------------------------------------------------------------------------
of Total Return Bond--Premier Class

Goal: The Fund seeks total return.
Core Strategy: The Fund invests primarily in US dollar-denominated investment
grade bonds of US and foreign issuers.

INVESTMENT POLICIES AND STRATEGIES
The Fund seeks to achieve its objective by investing in a core "asset class"
consisting of US dollar-denominated, investment grade fixed income securities.
The Fund allocates its remaining assets among foreign investment grade fixed
income securities and below investment grade fixed income securities (high
yield or "junk" bonds) of US and foreign issuers, including those in countries
with new or emerging securities markets. Securities may be denominated in US or
foreign currencies. The investment adviser employs a team approach in
allocating the Fund's assets among the various fixed income sectors or "asset
classes." The Fund will revert to a core portfolio of US dollar-denominated
investment grade fixed income securities if the team believes the core asset
class will add value relative to the other asset classes.
--------------------------------------------------------------------------------


Total Return Bond--Premier Class

Overview of Total Return Bond

<TABLE>
<S>                                                                          <C>
Goal........................................................................   3
Core Strategy...............................................................   3
Investment Policies and Strategies..........................................   3
Principal Risks of Investing in the Fund....................................   4
Who Should Consider Investing in the Fund...................................   4
Total Returns, After Fees and Expenses......................................   5
Annual Fund Operating Expenses..............................................   5
</TABLE>

A Detailed Look at Total Return Bond

<TABLE>
<S>                                                                          <C>
Objective...................................................................   6
Strategy....................................................................   6
Principal Investments.......................................................   6
Investment Process..........................................................   7
Other Investments...........................................................   8
Prior Performance of a Similiar Composite Portfolio.........................   8
Risks.......................................................................   9
Management of the Fund......................................................  11
Calculating the Fund's Share Price..........................................  12
Performance Information.....................................................  13
Dividends and Distributions.................................................  13
Tax Considerations..........................................................  13
Buying and Selling Fund Shares..............................................  13
Financial Highlights........................................................  15
</TABLE>
--------------------------------------------------------------------------------

                                       3
<PAGE>

Overview of Total Return Bond

PRINCIPAL RISKS OF INVESTING IN THE FUND
An investment in the Fund could lose money, or the Fund's performance could
trail that of other investments. For example:
 . an issuer's creditworthiness could decline, which in turn may cause the value
  of a security in the Fund's portfolio to decline. This risk is higher for
  below investment grade bonds.
 . the issuer of a security owned by the Fund could default on its obligation to
  pay principal and/or interest. This risk is higher for below investment grade
  bonds.
 . interest rates could increase, causing the prices of fixed income securities
  to decline, thereby reducing the value of the Fund's portfolio. If interest
  rates increase, slower than expected principal payments may extend the
  average life of fixed income securities having the effect of locking in a
  below-market interest rate.
 . as interest rates decline, the issuers of securities held by the Fund may
  prepay principal earlier than scheduled, forcing the Fund to reinvest in
  lower yielding securities. Thus, prepayment may reduce the Fund's income.
 . the lower rated debt securities in which the Fund invests are considered
  speculative and subject to greater volatility and risk of loss than
  investment grade securities, particularly in deteriorating economic periods.
 . since the Fund is non-diversified and may invest a greater percentage of its
  assets in a particular issuer than a diversified fund, the Fund may be more
  susceptible to developments affecting any single issuer of portfolio
  securities.
Additional risks, common to all investing, such as security selection risk,
market risk, maturity risk, liquidity risk and regulatory risk are set forth in
the "Primary Risks" section of this prospectus.
Beyond the risks common to all investing, an investment in the Fund could also
lose money or underperform alternative investments as a result of risks in the
foreign countries in which the Fund invests. These risks are more severe for
securities of issuers in emerging market countries. For example in addition to
liquidity risk and regulatory risk:
 . adverse political, economic or social developments could undermine the value
  of the Fund's investments or prevent the Fund from realizing their full
  value;
 . foreign accounting and financial reporting standards differ from those in the
  US and could convey incomplete information when compared to information
  typically provided by US companies; or
 . the currency of a country in which the Fund invests may decrease in value
  relative to the US dollar, which could affect the value of the investment to
  US investors.

WHO SHOULD CONSIDER INVESTING IN THE FUND

Total Return Bond--Premier Class requires a minimum investment of $5 million.
You should consider investing in the Fund if you are seeking total return
higher than US investment grade bond funds provide over most time periods.
Moreover, you should be willing to accept significantly greater short-term
fluctuation in the value of your investment than you would typically experience
investing in investment grade bond or money market funds. You should not
consider investing in Total Return Bond if you are pursuing a short-term
financial goal or if you cannot tolerate fluctuations in the value of your
investments.

The Fund by itself does not constitute a balanced investment program. It can,
however, afford exposure to investment opportunities not available to an
investor in US investment grade fixed income securities alone. Diversifying
your investments may improve your long-run investment return and lower the
volatility of your overall investment portfolio.

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
--------------------------------------------------------------------------------

                                       4
<PAGE>

                                                   Overview of Total Return Bond

TOTAL RETURNS, AFTER FEES AND EXPENSES

The Fund does not have a full calendar year of annual operating performance to
report.

ANNUAL FUND OPERATING EXPENSES
(expenses paid from Fund assets)

The Annual Fees and Expenses table to the right describes the fees and
estimated expenses that you may pay if you buy and hold shares of Total Return
Bond--Premier Class.

Expense Example. The example below illustrates the expenses incurred on a
$10,000 investment in the Fund. It assumes that the Fund earned an annual
return of 5% over the periods shown, the Fund's operating expenses remained the
same and you sold your shares at the end of the period.

You may use this hypothetical example to compare the Fund's expense ratio with
other funds. The example does not represent an estimate of future returns or
expenses. Actual costs may be higher or lower.
--------------------------------------------------------------------------------
/1/The investment adviser and administrator have agreed, for the period October
30, 2000 to February 28, 2002, to waive their fees and reimburse expenses so
that total expenses will not exceed 0.45%.

/2/For the first year, the expense example takes into account fee waivers and
reimbursements.
 ANNUAL FEES AND EXPENSES

<TABLE>
<CAPTION>
                                             Percentage of Average
                                                  Daily Net Assets
  <S>                                        <C>
  Management Fees                                            0.45%
 ---------------------------------------------------------------
  Distribution and
   Service (12b-1) Fees                                       None
 ---------------------------------------------------------------
  Other Expenses                                             0.33%
 ---------------------------------------------------------------
  Total Annual Fund
   Operating Expenses                                        0.78%
 ---------------------------------------------------------------
  Less: Fee Waiver or Expense Reimbursement                 (0.33%)/1/
 ---------------------------------------------------------------
  Net Expenses                                               0.45%
 ---------------------------------------------------------------
</TABLE>


 EXPENSE EXAMPLE/2/

<TABLE>
<CAPTION>
     1 Year                                                          3 Years
     <S>                                                             <C>
      $46                                                             $216
 ---------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------

                                       5
<PAGE>

A detailed look
--------------------------------------------------------------------------------
at Total Return Bond

OBJECTIVE

The Fund seeks total return. While we seek total return, we cannot offer any
assurance of achieving this objective. The Fund's objective is not a
fundamental policy. We must notify shareholders before we change it, but we do
not require their approval to do so.

STRATEGY

The Fund attempts to produce a total return higher than that of mutual funds
that invest only in US investment grade fixed income securities. The Fund does
this by investing in a core "asset class" consisting of US dollar-denominated,
investment grade fixed income securities. The Fund allocates its remaining
assets among foreign investment grade fixed income securities and below
investment grade fixed income securities (high yield or "junk" bonds) of US and
foreign issuers, including those in countries with new or emerging securities
markets. Securities may be denominated in US or foreign currencies and may be
of any maturity.

The investment adviser employs a team approach in allocating the Fund's assets
among the various asset classes. Using risk/return analysis, the team evaluates
foreign markets, high yield and emerging debt opportunities relative to the US
investment grade fixed income market and sets allocation targets monthly for
each asset class. Sector specialists then evaluate the relative value of
purchase candidates given the distinct characteristics of the relevant asset
class. The Fund will revert to a core portfolio of US dollar-denominated
investment grade fixed income securities if the team believes the core asset
class will add value relative to the other asset classes. In implementing these
strategies, the Fund may engage in active and frequent trading of portfolio
securities resulting in a high portfolio turnover rate.
--------------------------------------------------------------------------------
Maturity measures the time remaining until an issuer must repay a bond's
principal in full.

The three fixed income asset classes that the Fund will invest in are US
dollar-denominated investment grade fixed income securities, foreign investment
grade fixed income securities and below investment grade fixed income
securities of US and foreign issuers including those in countries with new or
emerging securities markets.

The portfolio turnover rate measures the frequency with which the Fund sells
and replaces its securities within a given period. High turnover can increase
the Fund's transaction costs, thereby lowering its returns. It may also
increase distributions from the Fund which may be subject to taxation.
The Fund has applied for an exemptive order with the Securities and Exchange
Commission which would permit it to invest in the Deutsche High Yield Bond fund
and the Deutsche Emerging Markets Debt fund to gain exposure to US and foreign
high yield bonds, including high yield bonds of issuers in emerging markets.
There is no assurance that such an order will be granted. The Deutsche High
Yield Bond fund invests primarily in US dollar-denominated high yield bonds of
domestic and foreign issuers. The Deutsche Emerging Markets Debt fund invests
primarily in high yield bonds of issuers located in countries with new or
emerging securities markets. The strategies, principal investments and
investment processes for the Fund's investments in high yield bonds and
emerging debt opportunities are substantially similar to those used by the High
Yield Bond fund and Emerging Markets Debt fund.

PRINCIPAL INVESTMENTS

Under normal conditions, the Fund invests at least 65% of its total assets in
US dollar-denominated investment grade fixed income securities. The remainder
of the Fund's assets may be allocated among fixed income securities of foreign
issuers, high yield bonds of US and foreign issuers, including high yield bonds
of issuers in countries with new or emerging securities markets, or, to
maintain liquidity, in cash or money market instruments.

The Fund may invest up to 25% of its total assets in foreign investment grade
fixed income securities. The Fund may invest up to 17% of its total assets in
below investment grade fixed
--------------------------------------------------------------------------------
Fixed income securities are investment grade if, at the time of purchase:
 . They are rated in one of the top four long-term rating categories by a
  nationally recognized statistical rating organization;
 . They have received a comparable short-term or other rating; or
 . They are unrated securities that the investment adviser believes to be of
  comparable quality to rated investment grade securities.

The Fund may choose not to sell securities that are downgraded after their
purchase below the Fund's minimum acceptable credit rating. The Fund's credit
standards also apply to counterparties of over-the-counter derivative
contracts.

Fixed income securities are rated below investment grade or are considered high
yield if they are rated below the top four long-term rating categories by a
nationally recognized statistical rating organization or, if unrated, are
determined to be of equivalent quality by the investment adviser. These
securities are considered speculative, may not be paying interest currently
and may be in default. If a security receives different ratings from different
rating organizations, the Fund will treat the security as having the highest
rating given.
--------------------------------------------------------------------------------

                                       6
<PAGE>

                                            A Detailed Look at Total Return Bond

income securities (high yield or "junk" bonds) of US and foreign issuers. Up to
7% of the Fund's total assets may be invested in high yield bonds of sovereign
debt issuers located in new or emerging markets. The Fund considers an emerging
securities market to be one where the sovereign debt issued by the government
in local currency terms is rated below investment grade. Securities may be
denominated in US or foreign currencies.

Fixed income investments include bonds, notes (including structured notes),
mortgage-related securities, asset-backed securities, convertible securities,
eurodollar and Yankee dollar instruments, preferred stocks, Eurobonds, Brady
Bonds (dollar denominated securities used to refinance foreign government bank
loans), non-convertible preferred stocks, performing and non-performing loans
and money market instruments. Fixed income securities may be issued by US and
foreign corporations or entities; US and foreign banks; the US government, its
agencies, authorities, instrumentalities or sponsored enterprises; state and
municipal governments; supranational organizations; and foreign governments and
their subdivisions. These securities may have all types of interest rate
payment and reset terms, including fixed rate, adjustable rate, zero coupon,
contingent, deferred, payment in-kind and auction rate features.

The Fund's high yield component may also consist of performing and non-
performing loans, Eurobonds, Brady Bonds (dollar-denominated securities used to
refinance foreign government bank loans) and other fixed income securities of
foreign governments and their agencies. With respect to emerging market debt
investments, the Fund invests primarily in sovereign debt.

At times, the Fund invests a large percentage of its assets in mortgage-backed
securities, including collateralized mortgage obligations.

INVESTMENT PROCESS

The investment adviser employs a team approach to allocate the Fund's assets
among the various asset classes. The team includes members from the investment
adviser and the sub-adviser. We refer to both as the investment adviser.

The asset allocation team meets formally on a monthly basis to determine
relative value across asset classes, drawing on input from sector and market
specialists. Once allocation targets for each broad fixed income sector are
set, sector specialists consider the relative value of purchase candidates
given the distinct characteristics of that particular asset class. Company
research and fundamental analysis are used to select the best securities within
each asset class. The techniques used by the sector specialists in evaluating
each asset class are described below:

US Investment Grade Securities. In selecting these securities for investment,
the investment adviser:

 . assigns a relative value to each bond, based on creditworthiness, cash flow
  and price;

 . determines the value of each issue by examining the issue's credit quality,
  debt structure, option value and liquidity risks. We look to take advantage
  of any inefficiencies between this value and market trading price;

 . uses credit analysis to determine the issuer's ability to fulfill its
  contracts; and

 . uses a bottom-up approach which subordinates sector weightings to individual
  bonds that the adviser believes may add above-market value.

The investment adviser generally sells these securities when they reach their
target price or when there is a negative change in their outlook relative to
the other securities held by the Fund. Bonds may also be sold to facilitate the
purchase of an issue with more attractive risk/return characteristics.

Foreign Investment Grade Securities and Emerging Markets High Yield Securities.
In selecting these securities for investment, the investment adviser considers
macro-economic factors such as inflation, interest rates, monetary and fiscal
policies, taxation, and political climate. The investment adviser seeks to
identify those securities that will offer, in its opinion, the greatest
potential for capital appreciation on a three-month outlook. The investment
adviser sells securities or exchanges currencies when they meet their target
price objectives or when the investment adviser revises price objectives
downward. In selecting emerging market securities, the investment adviser also
considers short-term factors such as market sentiment, capital flows, and new
issue programs.

High Yield Securities (Excluding Emerging Market Sovereign Debt). In selecting
these securities for investment, the investment adviser:

 . analyzes economic conditions for improving or undervalued sectors and
  industries;

 . uses independent credit research and on-site management visits to evaluate
  individual issues' debt service, growth rate, and both downgrade and upgrade
  potential;

 . assesses new issues versus secondary market opportunities; and

 . seeks issues within attractive industry sectors and with strong long-term
  fundamentals and improving credits.
--------------------------------------------------------------------------------

                                       7
<PAGE>

A Detailed Look at Total Return Bond

OTHER INVESTMENTS

The Fund may also purchase securities on a when-issued basis and engage in
short sales.

The Fund may use various instruments commonly known as "derivatives" as
secondary investments. In particular, the Fund may use forward currency
transactions and currency options. The Fund may, but is not required to, use
derivative contracts for any of the following purposes:

 . when we believe they offer an economical means of gaining exposure to a
  particular securities market or index (e.g., as a substitute for purchasing
  or selling securities or foreign currencies);

 . to attempt to reduce the Fund's exposure or to keep cash on hand to meet
  shareholder redemptions or other needs while maintaining exposure to the
  market;

 . to hedge against adverse changes in the market value of securities held by or
  to be bought for the Fund. These changes may be caused by changing interest
  rates, security prices or currency exchange rates;

 . to shorten or lengthen the effective maturity or duration of the Fund's fixed
  income portfolio; or

 . in non-hedging situations, to attempt to profit from anticipated market
  developments. This is commonly referred to as "leveraging."

Temporary Defensive Position. We may from time to time adopt a temporary
defensive position in response to extraordinary adverse political, economic or
bond market events. We could place up to 100% of the Fund's assets in US money
market investments, or other short-term bonds that offer comparable safety, if
the situation warranted. To the extent we might adopt such a position and over
the course of its duration, the Fund may not meet its investment objective.
--------------------------------------------------------------------------------
Forward currency transactions involve the purchase or sale of a foreign
currency at an exchange rate established currently, but with payment and
delivery at a specified future time. Forward currency transactions may be used
in an attempt to hedge against losses, or where possible, to add to investment
returns.

A derivative contract will obligate or entitle the Fund to deliver or receive
an asset or a cash payment that is based on the change in value of a designated
security, index or currency. Examples of derivative contracts are futures
contracts, options, forward contracts, and swaps.

Effective Maturity is the estimated average life of a security. Many bonds have
long maturity dates but shorter average lives. Since these bonds behave
according to their average life, and not their maturity date, we estimate the
average life and apply an appropriate duration to the security.

PRIOR PERFORMANCE OF A SIMILAR COMPOSITE PORTFOLIO

Set forth below is certain composite information regarding the performance for
certain periods of portfolios, each of which is advised by Deutsche Asset
Management, Inc. ("DeAM, Inc."), the Fund's investment adviser. These accounts
are collectively referred to as the Enhanced Core Fixed -- Fully Enhanced
Composite or "Composite." In managing the Fund, the investment adviser and the
sub-adviser will employ substantially the same investment objectives, policies
and strategies that are employed in managing the Composite. However, in
managing the Fund, we are subject to certain rules (e.g., limits on the
percentage of assets invested in securities of issuers in a single industry and
requirements on distributing income to shareholders) that do not apply to the
Composite. In addition, the continuous offering of the Fund's shares and the
Fund's obligation to redeem its shares will likely cause the Fund to experience
cash flows which are different from those of the Composite. Moreover, the
method of calculating the performance of the Composite, which values its assets
at the end of each month, differs from the method employed by mutual funds,
which among other things value their assets on a daily basis. All of these
factors may affect the performance of the Fund and cause it to differ from that
of the Composite. Certain of these factors may adversely affect the Fund's
performance.

The Composite is comprised of all portfolios managed on a fully discretionary
basis by DeAM, Inc. that employ substantially the same investment objectives,
policies and strategies that will be employed in managing the Fund. In order to
be included in the Composite, accounts must have more than $25 million in
assets.

The performance information presented below for the Composite includes the
combined performance of the portfolios over various periods of time since
January 1, 1995. Of the accounts comprising the Composite over the periods
shown, none have been operational for the entire six year period indicated.
Accounts over $25 million were added to the Composite at their inception or at
the time when their investment objectives became substantially similar to those
of the Fund. Eligible new portfolios were added to the Composite immediately
following the first complete month the account was managed by DeAM, Inc.
Accounts were deleted from the Composite when their investment mandate changed
or when the account was terminated.

Expenses incurred in the operation of the Composite are paid directly by its
investors rather than by the Composite. The
--------------------------------------------------------------------------------

                                       8
<PAGE>

                                            A Detailed Look at Total Return Bond

performance results for the Composite were calculated gross of the fees borne
in managing the Composite and have been adjusted to reflect an overall expense
ratio of 0.45%, which is the same as that expected to be borne by the Premier
Class shares of the Fund. Returns of the Composite are compared to the Lehman
Brothers Aggregate Bond Index. Unlike the Composite's returns, those of the
Index do not reflect fees and expenses. Both the returns of the Composite and
the Index reflect the reinvestment of dividends and distributions.

<TABLE>
<CAPTION>
  CALENDAR YEAR PERFORMANCE
  (each full calendar year since inception)
                      Lehman
                    Brothers                        Composite
         Composite Aggregate             Number of  Assets at
           Returns      Bond            Portfolios     End of
              with     Index             at End of     Period
  Year     Fees/1/   Returns Difference  Period/2/ ($millions)
  <S>    <C>       <C>       <C>        <C>        <C>
  1995     19.60%    18.48%     1.12%        1         50.4
 ------------------------------------------------------------
  1996      5.86%     3.61%     2.25%        2        148.9
 ------------------------------------------------------------
  1997      9.60%     9.68%    (0.08)%       3        226.5
 ------------------------------------------------------------
  1998      7.20%     8.87%    (1.67)%       5      1,599.5
 ------------------------------------------------------------
  1999      0.68%    (0.84)%    1.52%        7        702.5
 ------------------------------------------------------------
</TABLE>
 /1/The prior performance of the
 Composite was calculated in
 compliance with the Performance
 Presentation Standards of the
 Association for Investment
 Management and Research ("AIMR").
 /2/Since its inception in January
 1, 1995, the Composite has been
 composed of as few as one and as
 many as seven portfolios depending
 on the time period. For example,
 for the period since inception to
 October 1996, the Composite was
 composed of only one portfolio.

 ANNUALIZED PERFORMANCE
 PERIODS ENDING JUNE 30, 2000

<TABLE>
<CAPTION>
                                           Since Inception
                    1 Year 3 Years 5 Years     (Jan. 1995)
  <S>               <C>    <C>     <C>     <C>
  Composite
   Returns
   with Fees        5.29%  5.80%   6.97%      8.36%
 ---------------------------------------------------------
  Index Returns     4.56%  6.04%   6.25%      7.77%
 ---------------------------------------------------------
</TABLE>

The performance data represents the prior performance of the Composite, not the
prior performance of the Fund, and should not be considered an indication of
future performance of the Fund.
--------------------------------------------------------------------------------
The Lehman Brothers Aggregate Bond Index represents US domestic taxable
investment grade bonds which include securities from the following sectors: US
Treasuries, agencies, corporate, mortgage-backed and asset-backed securities.
The Index includes over 5,500 publicly issued securities with a minimum one
year to final maturity and $150 million par amount outstanding. The average
maturity and duration of the Index is in the intermediate range.

RISKS

Below we have set forth some of the prominent risks associated with investing
in fixed income securities, as well as investing in general. Although we
attempt both to assess the likelihood that these risks may actually occur and
to limit them, we cannot guarantee that we will succeed.

Primary Risks

Interest Rate Risk. Interest rate risk is the risk that fixed income securities
will decline in value because of changes in interest rates. Generally,
investments subject to interest rate risk will decrease in value when interest
rates rise and increase in value when interest rates decline.

Credit Risk. An investor purchasing bonds faces the risk that the
creditworthiness of the issuer may decline, causing the value of its bonds to
decline. In addition, the issuers may not be able to make timely payments on
the interest and principal on the bonds they have issued. Fixed income
securities rated below the fourth highest category have speculative
characteristics. These securities involve a greater risk of loss than
investment grade securities and are more sensitive to changes in the issuer's
capacity to pay.

Security Selection Risk. A risk that pervades all investing is the risk that
the securities in the Fund's portfolio will decline in value.

Prepayment Risk. As interest rates decline, the issuers of securities held by
the Fund may prepay principal earlier than scheduled, forcing the Fund to
reinvest in lower yielding securities. Thus, prepayment may reduce the Fund's
income. It may also create a capital gains tax liability because bond issuers
usually pay a premium for the right to pay off bonds early. There is a greater
risk that the Fund will lose money due to prepayment risk because the Fund
invests in mortgage-related securities, including collateralized mortgage
obligations.

Extension Risk. As interest rates increase, slower than expected principal
payments may extend the average life of fixed income securities. This will have
the effect of locking in a below-market interest rate, increasing the
security's duration and reducing the value of the security. There is a greater
risk that the Fund will lose money due to extension risk because the Fund
invests in mortgage-related securities, including collateralized mortgage
obligations.

Maturity Risk. Prices of fixed income securities with longer effective
maturities are more sensitive to interest rate changes than those with shorter
effective maturities.

Market Risk. Deteriorating market conditions might cause an overall weakness in
the market that reduces the absolute level
--------------------------------------------------------------------------------

                                       9
<PAGE>

A Detailed Look at Total Return Bond

of securities prices in that market. Developments in a particular class of
bonds or the stock market could also adversely affect the Fund by reducing the
relative attractiveness of bonds as an investment.

Foreign Market Risk. From time to time, foreign capital markets have exhibited
more volatility than those in the United States. Trading fixed income
securities on some foreign exchanges is inherently more difficult than trading
in the United States for several reasons including:

 . Political Risk. Some foreign governments have limited the outflow of profits
  to investors abroad, extended diplomatic disputes to include trade and
  financial relations, and imposed high taxes on corporate profits.

 . Information Risk. Financial reporting standards for companies based in
  foreign markets differ from those in the United States and may present an
  incomplete or misleading picture of a foreign company compared to US
  standards.

 . Liquidity Risk. Fixed income securities that trade infrequently or in low
  volumes can be more difficult or more costly to buy, or to sell, than more
  liquid or active securities. This liquidity risk is a factor of the trading
  volume of a particular security, as well as the size and liquidity of the
  entire local market. On the whole, foreign exchanges are smaller and less
  liquid than the US market. Relatively small transactions in some instances
  can have a disproportionately large effect on the price and supply of certain
  securities. In certain situations, it may become virtually impossible to sell
  a security in an orderly fashion at a price that approaches our estimate of
  its value.

 . Regulatory Risk. There is generally less government regulation of foreign
  markets, companies and securities dealers than in the US

 . Currency Risk. The Fund invests in foreign currencies and in securities
  denominated in foreign currencies. This creates the possibility that changes
  in foreign exchange rates will affect the US dollar value of foreign
  securities or the US dollar amount of income or gain received on these
  investments. Additionally, a change in economic policy may cause a greater
  fluctuation in the value of a country's currency than in bonds denominated in
  that currency. We may, but need not, seek to minimize this risk by actively
  managing the currency exposure of the Fund, which entails hedging from time
  to time.
--------------------------------------------------------------------------------
Currency management may be used in an attempt to offset investment risks
("hedging") and, where possible, to add to investment returns. Currency
management activities include the use of forward contracts and may include the
use of other instruments. There is no guarantee that these currency management
activities will be employed or that they will work, and their use could cause
lower returns or even losses to the Fund.

Emerging Market Risk. Because the Fund may invest in emerging markets, it may
face higher political, information, and market risks. In addition, profound
social changes and business practices that depart from norms in developed
countries' economies have hindered the orderly growth of emerging economies and
their securities markets in the past. High levels of debt tend to make emerging
economies heavily reliant on foreign capital and vulnerable to capital flight.

Risk Related to Investing in Below Investment Grade Securities. Below
investment grade securities are speculative and have only an adequate capacity
to pay principal and interest. These securities have a higher risk of default,
tend to be less liquid and may be more difficult to value. The issuers of lower
quality securities may be highly leveraged and have difficulty servicing their
debt, especially during prolonged economic recessions or periods of rising
interest rates. The prices of lower quality securities are volatile and may go
down due to market perceptions of deteriorating issuer creditworthiness or
economic conditions. The general risks of investing in fixed income securities
as described below are greater when investing in below investment grade
securities.

Non-diversification Risk. The Fund is non-diversified. Compared with other
funds, the Fund may invest a greater percentage of its assets in a particular
issuer. The Fund may be more susceptible to developments affecting any single
issuer or portfolio security.

Secondary Risks

Derivative Risks. Risks associated with derivatives include:

 . that the derivative is not well correlated with the security for which it is
  acting as a substitute;

 . that derivatives used for risk management may not have the intended effects
  and may result in losses or missed opportunities; and

 . that the Fund cannot sell the derivative because of an illiquid secondary
  market.

The use of derivatives for leveraging purposes tends to magnify the effect of
an instrument's price changes as market conditions change. For futures
contracts and options on futures contracts used for leveraging, the margin and
premiums required to make those investments will not exceed 5% of the Fund's
net asset value after taking into account unrealized profits and losses on the
contracts. Futures contracts and options on futures contracts used for
leveraging involve greater risks than bond investments.

Short Sales. The Fund may engage in short sales in order to profit from an
anticipated decline in the value of a security. The Fund may also engage in
short sales to attempt to limit its
--------------------------------------------------------------------------------

                                       10
<PAGE>

                                            A Detailed Look at Total Return Bond

exposure to a possible market decline in the value of its portfolio securities,
which the investment adviser believes possess volatility characteristics
similar to those being hedged. Short selling may produce a higher than normal
portfolio turnover that may result in increased transaction costs to the Fund
and gains from the sale of securities deemed to have been held for less than
three months. Such gains must be less than 30% of the Fund's gross income in
order for the Fund to qualify as a regulated investment company under the
Internal Revenue Code.

Pricing Risk. When price quotations for particular securities are not readily
available, we determine their value by the method that most accurately reflects
their current worth in the judgment of the Board of Trustees. This procedure
implies an unavoidable risk that our prices are higher or lower than the prices
that the securities might actually command if we were to sell them. If we value
these securities too highly when you buy shares of the Fund, you may end up
paying too much for your Fund shares. If we underestimate their price when you
sell, you may not receive the full market value for your Fund shares.

The market for below investment grade debt securities may be thinner and less
active than that for higher rated debt securities, which can adversely affect
the prices at which the below investment grade securities are sold. If market
quotations are not available, below investment grade debt securities will be
valued in accordance with procedures established by the Board of Trustees.
Judgment plays a greater role in valuing below investment grade corporate debt
securities than is the case for securities for which more external sources for
quotations and last sale information is available. Adverse publicity and
changing investor perception may affect the availability of outside pricing
services to value lower-rated debt securities and the Fund's ability to dispose
of these securities. Since the risk of default is higher for lower-rated
securities, the investment adviser's research and credit analysis are an
especially important part of managing securities of this type.

MANAGEMENT OF THE FUND

Deutsche Asset Management is the marketing name for the asset management
activities of Deutsche Bank AG, Deutsche Fund Management, Inc., Bankers Trust
Company, DB Alex. Brown LLC, Deutsche Asset Management, Inc., and Deutsche
Asset Management Investment Services Limited.

Board of Trustees. A Board of Trustees supervises all of the Fund's activities
on behalf of the Fund's shareholders.

Investment Adviser and Sub-Adviser. Under the supervision of the Board of
Trustees, Deutsche Asset Management, Inc. ("DeAM, Inc.") with headquarters at
885 Third Avenue, New York, New York, acts as the investment adviser for the
Fund. As investment adviser, DeAM, Inc. makes the Fund's investment decisions.
It buys and sells securities for the Fund and conducts the research that leads
to these purchase and sale decisions. The Fund's investment adviser is also
responsible for selecting brokers and dealers and for negotiating brokerage
commissions and dealer charges. The investment adviser will receive 0.45% of
the Fund's average daily net assets for its services in a fiscal year. The
investment adviser may reimburse a portion of its fee during the period.

Deutsche Asset Management Investment Services Limited ("DeAMIS"), with
headquarters at One Appold Street, London, England, acts as sub-adviser to that
portion of the Fund's assets invested in non-US fixed income securities. The
investment adviser pays the sub-adviser out of the investment advisory fees it
receives from the Fund.

DeAM, Inc. and DeAMIS provide a full range of international investment advisory
services to institutional clients. As of August 31, 2000, DeAM, Inc. and DeAMIS
managed approximately $16.4 billion and $11.5 billion in assets, respectively.
DeAM, Inc. and DeAMIS are indirect wholly owned subsidiaries of Deutsche Bank
AG. Deutsche Bank AG is a major global banking institution that is engaged in a
wide range of financial services, including investment management, mutual fund
services, retail and commercial banking, investment banking and insurance.

Portfolio Managers

The following portfolio managers are responsible for the day-to-day management
of the Fund:

David Baldt, CFA, Managing Director of DeAM, Inc. and Lead Manager of the Fund

 . Portfolio Manager of the Fund's US investment grade fixed income investments.

 . Joined the investment adviser in 1989.

 . Chief Investment Officer of the fixed income group (US) of DeAM, Inc.

 . Member of the Fund's asset allocation team.

J. Christopher Gagnier, Director of DeAM, Inc. and Co-Manager of the Fund

 . Portfolio Manager of the Fund's corporate securities and asset backed
  securities investments.

 . Joined the investment adviser in 1997.

 . Fixed income specialist, Paine Webber; 1984 to 1997.

 . Member of the Fund's asset allocation team.

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

                                       11
<PAGE>

A Detailed Look at Total Return Bond

Steve Ilott, Director of DeAM, Inc. and Co-Manager of the Fund

 . Portfolio Manager and product manager of enhanced core fixed income
  investments.

 . Joined the investment adviser in 1998.

 . Manager of global fixed income and currency portfolios at Robert Fleming &
  Co.; 1988 to 1998.

 . 12 years of investment industry experience.

 . Member of the Fund's asset allocation team.

Andrew Cestone, Director of DeAM, Inc. and Co-Manager of the Fund

 . Portfolio Manager of the Fund's US high yield investments.

 . Joined the investment adviser in 1998.

 . Investment Analyst, Phoenix Investment Partners; 1997 to 1998 and Credit
  Officer, asset based lending group, Fleet Bank; 1995 to 1997.

 . Member of the Fund's asset allocation team.

Ian Clarke, Director of DeAMIS and Co-Manager of the Fund

 . Portfolio Manager of the Fund's foreign investment grade fixed income
  investments.

 . Joined the investment adviser in 1999.

 . Executive Director, Morgan Stanley Dean Witter; 1992 to 1999 and prior to
  that Director, United Bank of Kuwait plc; 1983 to 1992.

 . Chief Investment Officer of the fixed income group (U.K.) of DeAMIS.

 . 14 years of investment industry experience.

 . Member of the Fund's asset allocation team.

David Dowsett, Portfolio Manager of DeAMIS and Co-Manager of the Fund

 . Portfolio Manager of the Fund's emerging markets debt investments.

 . Joined the investment adviser in 1994.

 . 6 years of industry experience.

 . Member of the Fund's asset allocation team.

Other Services. DeAM, Inc. provides administrative services for the Fund. In
addition, DeAM, Inc./--or your service agent--performs the functions necessary
to establish and maintain your account. In addition to setting up the account
and processing your purchase and sale orders, these functions include:

 . keeping accurate, up-to-date records for your individual Fund account;

 . implementing any changes you wish to make in your account information;

 . processing your requests for cash dividends and distributions from the Fund;

 . answering your questions on the Fund's investment performance or
  administration;

 . sending proxy reports and updated prospectus information to you; and

 . collecting your executed proxies.

Service agents include brokers, financial advisors or any other bank, dealer or
other institution that has a sub-shareholder servicing agreement with DeAM,
Inc. Service agents may charge additional fees to investors for those services
not otherwise included in the service agent's servicing agreement, such as cash
management or special trust or retirement-investment reporting.

Organizational Structure. The Fund is a series of an open-end investment
company organized as a Delaware business trust. The Fund has applied for an
exemptive order with the Securities and Exchange Commission which would permit
it to invest in the Deutsche High Yield Bond fund and the Deutsche Emerging
Markets Debt fund for the purpose of gaining exposure to domestic and foreign
below investment grade fixed income securities, including high yield securities
of issuers in emerging markets. There is no assurance that such an order will
be granted. If the order is granted, the Fund will operate in a structure
commonly known as a "fund of funds." This means that the Fund pursues its
objective by investing in other mutual funds as well as in individual
securities. As a fund of funds, the Fund will incur its own direct expenses, in
addition to bearing indirectly a proportionate share of the expenses incurred
by the underlying funds in which it invests.

CALCULATING THE FUND'S SHARE PRICE

We calculate the daily price of the Fund's shares (also known as the "Net Asset
Value" or "NAV") in accordance with the standard formula for valuing mutual
fund shares at the close of regular trading on the New York Stock Exchange
every day the Exchange is open for business.
--------------------------------------------------------------------------------
The New York Stock Exchange is open every week, Monday through Friday, except
when the following holidays are celebrated: New Year's Day, Martin Luther King,
Jr. Day (the third Monday in January), Presidents' Day (the third Monday in
February), Good Friday, Memorial Day (the last Monday in May), Independence
Day, Labor Day (the first Monday in September), Thanksgiving Day (the fourth
Thursday in November) and Christmas Day.
--------------------------------------------------------------------------------

                                       12
<PAGE>

                                            A Detailed Look at Total Return Bond

The formula calls for deducting all of the liabilities of a Fund's class of
shares from the total value of its assets--the market value of the securities
it holds, plus its cash reserves--and dividing the result by the number of
shares of that class outstanding. Prices for securities that trade on foreign
exchanges can change significantly on days when the New York Stock Exchange is
closed and you cannot buy or sell Fund shares. Such price changes in the
securities a Fund owns may ultimately affect the price of Fund shares when the
New York Stock Exchange re-opens.

The Fund uses a forward pricing procedure. Therefore, the price at which you
buy or sell shares is based on the next calculation of the NAV after the order
is received by the Fund or your service agent, provided that your service agent
forwards your order to the Fund in a timely manner.

We value the securities in the Fund at their stated market value if price
quotations are available. When price quotations for a particular security are
not readily available, we determine their value by the method that most
accurately reflects their fair value in the judgment of the Board of Trustees.

PERFORMANCE INFORMATION

The Fund's performance can be used in advertisements that appear in various
publications. It may be compared to the performance of various indices and
investments for which reliable performance data is available. The Fund's
performance may also be compared to averages, performance rankings, or other
information prepared by recognized mutual fund statistical services.

DIVIDENDS AND DISTRIBUTIONS

Income dividends, if any, for the Fund are declared daily and paid monthly.
Capital gains distributions, if any, are distributed at least annually. We
automatically reinvest all dividends and any capital gains, unless you tell us
otherwise.

TAX CONSIDERATIONS

The Fund does not ordinarily pay any US federal income tax. If you are a
taxable shareholder, you and other shareholders pay taxes on the income or
capital gains earned and distributed by the Fund. Your taxes will vary from
year to year, based on the amount of capital gains distributions and dividends
paid out by your Fund. You owe the taxes whether you receive cash or choose to
have distributions and dividends reinvested. Distributions and dividends
usually have the following tax character:

<TABLE>
<CAPTION>
  TRANSACTION                 TAX STATUS
  <S>                         <C>
  Income dividends (except    Ordinary income
  exempt-interest dividends)
 --------------------------------------------
  Short-term capital gains
  distributions               Ordinary income
 --------------------------------------------
  Long-term capital gains     Long-term
  distributions               capital gains
 --------------------------------------------
</TABLE>
Every year your Fund will send you information on the distributions for the
previous year. In addition, the sale (including a redemption or exchange) of
Fund shares is a taxable transaction for you.

<TABLE>
<CAPTION>
  TRANSACTION      TAX STATUS
  <S>              <C>
  Your sale of     Generally, long-term capital
  shares owned     gains or losses
  more than
  one year
 -----------------------------------------------
  Your sale of     Generally, short-term capital
  shares owned     gains or losses; losses
  for one year or  subject to special rules
  less
 -----------------------------------------------
</TABLE>
The tax considerations for tax deferred accounts or non-taxable entities are
different.

Because each investor's tax circumstances are unique and because the tax laws
are subject to change, we recommend that you consult your tax advisor about
your investment.

BUYING AND SELLING FUND SHARES

Contacting the Mutual Fund Service Center of Deutsche Asset Management

<TABLE>
<S>                                            <C>
By Phone                                       1-800-730-1313
By Mail                                        Deutsche Asset Management
                                               Service Center
                                               P.O. Box 219210
                                               Kansas City, MO 64121-9210
By Overnight Mail                              Deutsche Asset Management
                                               Service Center
                                               210 West 10th Street, 8th floor
                                               Kansas City, MO 64105-1716
</TABLE>

Our representatives are available to assist you personally Monday through
Friday, 9:00 a.m. to 7:00 p.m. Eastern time each day the New York Stock
Exchange is open for business.

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

                                       13
<PAGE>

A Detailed Look at Total Return Bond

Minimum Account Investments


To open an account       $5 million


To add to an account     $1 million


Minimum account balance  $1 million

Shares of the Fund may be purchased without regard to the investment minimums
by employees of Deutsche Bank AG, any of its affiliates or subsidiaries, their
spouses and minor children, and Directors or Trustees of any investment company
advised or administered by Deutsche Bank AG or any of its affiliates or
subsidiaries, their spouses and minor children. The Fund and its service
providers reserve the right to, from time to time, at their discretion, waive
or reduce the investment minimums.

How to Open Your Fund Account

By Mail     Complete and sign the account application that accompanies this
            prospectus. (You may obtain additional applications by calling the
            Service Center.) Mail the completed application along with a check
            payable to the Fund you have selected to the Service Center. The
            addresses are shown under "Contacting the Mutual Fund Service
            Center of Deutsche Asset Management Funds."

By Wire     Call the Service Center to set up a wire account.

Please note that your account cannot become activated until we receive a
completed application via mail or fax.

Two Ways to Buy and Sell Shares in Your Account

MAIL:

Buying: Send your check, payable to the Deutsche Asset Management fund you have
selected, to the Service Center. The addresses are shown in this section under
"Contacting the Mutual Fund Service Center of Deutsche Asset Management." Be
sure to include the fund number and your account number (see your account
statement) on your check. Please note that we cannot accept starter checks or
third-party checks. If you are investing in more than one fund, make your check
payable to "Deutsche Asset Management Mutual Funds" and include your account
number, the names and numbers of the funds you have selected, and the dollar
amount or percentage you would like invested in the fund.

Selling: To sell by mail send a signed letter to the Service Center with your
name, your fund number and account number, the fund's name, and either the
number of shares you wish to sell or the dollar amount you wish to receive. You
must leave at least $1 million worth of shares in your account to keep it open.
Unless exchanging into another Deutsche Asset Management fund, you must submit
a written authorization to sell shares in a retirement account.

WIRE:

Buying: You may buy shares by wire only if your account is authorized to do so.
Please note that you or your service agent must call the Service Center at 1-
800-730-1313 to notify us in advance of a wire transfer purchase. Inform the
Service Center representative of the amount of your purchase and receive a
trade confirmation number. Instruct your bank to send payment by wire using the
wire instructions noted below. All wires must be received by 4:00 p.m. Eastern
time the next business day.

<TABLE>
<S>          <C>
Routing No:  021001033
Attn:        Deutsche Asset Management/
             Mutual Funds
DDA No:      00-226-296
FBO:         (Account name)
             (Account number)
Credit:      Total Return Bond--Premier
             Class (1726)
</TABLE>

Refer to your account statement for the account name and number.

Selling: You may sell shares by wire only if your account is authorized to do
so. For your protection, you may not change the destination bank account over
the phone. To sell by wire, contact your service agent or the Service Center at
1-800-730-1313. Inform the Service Center representative of the amount of your
redemption and receive a trade confirmation number. The minimum redemption by
wire is $1,000. We must receive your order by 4:00 p.m. Eastern time to wire
your account the next business day.

Important Information about Buying and Selling Shares

 . You may buy and sell shares of the fund through authorized service agents as
  well as directly from us. The same terms and conditions apply. Specifically,
  once you place your order with a service agent, it is considered received by
  the Service Center. It is then your service agent's responsibility to
  transmit the order to the Service Center. You should contact your service
  agent if you have a dispute as to when your order was placed with the fund.
  Your service agent may charge a fee for buying and selling shares for you.

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

                                       14
<PAGE>

                                            A Detailed Look at Total Return Bond

 . You may place orders to buy and sell over the phone by calling your service
  agent or the Service Center at 1-800-730-1313. If you pay for shares by check
  and the check fails to clear, or if you order shares by phone and fail to pay
  for them by 4:00 p.m. Eastern time the next business day, we have the right
  to cancel your order, hold you liable or charge you or your account for any
  losses or fees the fund or its agents have incurred. To sell shares, you must
  state whether you would like to receive the proceeds by wire or check.

 . After we or your service agent receives your order, we buy or sell your
  shares at the next price calculated on a day the New York Stock Exchange is
  open for business.

 . We accept payment for shares only in US dollars by check, bank or Federal
  Funds wire transfer, or by electronic bank transfer. We do not accept starter
  checks or third-party checks.

 . The payment of redemption proceeds (including exchanges) for shares of the
  fund recently purchased by check may be delayed for up to 15 calendar days
  after purchase while we wait for your check to clear.

 . We process all sales orders free of charge.

 . Unless otherwise instructed, we normally mail a check for the proceeds from
  the sale of your shares to your account address the next business day but no
  later than seven days.

 . We reserve the right to close your account on 30 days' notice if it fails to
  meet minimum balance requirements for any reason other than a change in
  market value.

 . If you sell shares by mail or wire, you may be required to obtain a signature
  guarantee. Please contact your service agent or the Service Center for more
  information.

 . We remit proceeds from the sale of shares in US dollars (unless the
  redemption is so large it is made "in-kind").

 . We do not issue share certificates.

 . Selling shares of trust accounts and business or organization accounts may
  require additional documentation. Please contact your service agent or the
  Service Center for more information.

 . During periods of heavy market activity, you may have trouble reaching the
  Service Center by telephone. If this occurs, you should make your request by
  mail.

 . We reserve the right to reject purchases of Fund shares (including exchanges)
  for any reason. We will reject purchases if we conclude that the purchaser
  may be investing only for the short term or to profit from day to day
  fluctuations in the Fund's share price.

 . We reserve the right to reject purchases of Fund shares (including exchanges)
  or to suspend or postpone redemptions at times when both the New York Stock
  Exchange and the Fund's custodian are closed.

 . Account Statements and Fund Reports: We or your service agent will furnish
  you with a written confirmation of every transaction that affects your
  account balance. You will also receive monthly statements reflecting the
  balances in your account. We will send you a report every six months on your
  fund's overall performance, its current holdings and its investing
  strategies.

 . Exchange Privilege: You can exchange all or part of your shares for shares in
  another Deutsche Asset Management mutual fund up to four times a year (from
  the date of the first exchange). When you exchange shares, you are selling
  shares in one fund to purchase shares in another. Before buying shares
  through an exchange, you should obtain a copy of that fund's prospectus and
  read it carefully. You may order exchanges over the phone only if your
  account is authorized to do so. You will receive a written confirmation of
  each transaction from the Service Center or your service agent.

 Please note the following conditions:

 . The accounts between which the exchange is taking place must have the same
   name, address and taxpayer ID number.

 . You may make the exchange by phone if your account has the exchange by
   phone feature or by letter or wire.

 . If you are maintaining a taxable account, you may have to pay taxes on the
   exchange.

FINANCIAL HIGHLIGHTS

The Fund does not have a full calendar year of annual operating performance to
report.
--------------------------------------------------------------------------------

                                       15
<PAGE>



Additional information about the Fund's investments will be made available
in the Fund's annual and semi-annual reports to shareholders. In the Fund's
annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance
during its last fiscal year.

You can find more detailed information about the Fund in the current
Statement of Additional Information, dated October 29, 2000, which we have
filed electronically with the Securities and Exchange Commission (SEC) and
which is incorporated by reference into this Prospectus. To receive your
free copy of the Statement of Additional Information, the annual or semi-
annual report, or if you have questions about investing in the Fund, write
to us at:

                              Deutsche Asset Management
                              Service Center
                              P.O. Box 219210
                              Kansas City, MO 64121-9210
or call our toll-free number: 1-800-730-1313

You can find reports and other information about the Fund on the EDGAR
Database on the SEC website (http://www.sec.gov), or you can get copies of
this information, after payment of a duplicating fee, by electronic request
at [email protected] or by writing to the Public Reference Section of the
SEC, Washington, D.C. 20549-0102. Information about the Fund, including its
Statement of Additional Information, can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. For information on the
Public Reference Room, call the SEC at 202-942-8090.


Total Return Bond--Premier Class                              CUSIP #61735K547
Morgan Grenfell Investment Trust                              1726PRO (10/00)
                                                              811-8006
Distributed by:
ICC Distributors, Inc.
<PAGE>

                                                      Deutsche Asset Management


                                              Mutual Fund
                                                 Prospectus
                                                   October 29, 2000

                                                  Institutional Class

Total Return Bond



[Like shares of all mutual funds, these securities have not been approved or
disapproved by the Securities and Exchange Commmission nor has the Securities
and Exchange Commission passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.]

                                                    A Member of the
                                                    Deutsche Bank Group [/]
<PAGE>

Overview
--------------------------------------------------------------------------------
of Total Return Bond--Institutional Class

Goal: The Fund seeks total return.

Core Strategy: The Fund invests primarily in US dollar-denominated investment
grade bonds of US and foreign issuers.

INVESTMENT POLICIES AND STRATEGIES
The Fund seeks to achieve its objective by investing in a core "asset class"
consisting of US dollar-denominated, investment grade fixed income securities.
The Fund allocates its remaining assets among foreign investment grade fixed
income securities and below investment grade fixed income securities (high
yield or "junk" bonds) of US and foreign issuers, including those in countries
with new or emerging securities markets. Securities may be denominated in US or
foreign currencies. The investment adviser employs a team approach in
allocating the Fund's assets among the various fixed income sectors or "asset
classes." The Fund will revert to a core portfolio of US dollar-denominated
investment grade fixed income securities if the team believes the core asset
class will add value relative to the other asset classes.
--------------------------------------------------------------------------------

Total Return Bond--Institutional Class

Overview of Total Return Bond

<TABLE>
<S>                                                                          <C>
Goal........................................................................   3
Core Strategy...............................................................   3
Investment Policies and Strategies..........................................   3
Principal Risks of Investing in the Fund....................................   4
Who Should Consider Investing in the Fund...................................   4
Total Returns, After Fees and Expenses......................................   5
Annual Fund Operating Expenses..............................................   5
</TABLE>

A Detailed Look at Total Return Bond

<TABLE>
<S>                                                                          <C>
Objective...................................................................   6
Strategy....................................................................   6
Principal Investments.......................................................   6
Investment Process..........................................................   7
Other Investments...........................................................   8
Prior Performance of a Similar Composite Portfolio..........................   8
Risks.......................................................................   9
Management of the Fund......................................................  11
Calculating the Fund's Share Price..........................................  12
Performance Information.....................................................  13
Dividends and Distributions.................................................  13
Tax Considerations..........................................................  13
Buying and Selling Fund Shares..............................................  13
Financial Highlights........................................................  15
</TABLE>
--------------------------------------------------------------------------------

                                       3
<PAGE>

Overview of Total Return Bond

PRINCIPAL RISKS OF INVESTING IN THE FUND
An investment in the Fund could lose money, or the Fund's performance could
trail that of other investments. For example:
 . An issuer's creditworthiness could decline, which in turn may cause the value
  of a security in the Fund's portfolio to decline. This risk is higher for
  below investment grade bonds.
 . The issuer of a security owned by the Fund could default on its obligation to
  pay principal and/or interest. This risk is higher for below investment grade
  bonds.
 . Interest rates could increase, causing the prices of fixed income securities
  to decline, thereby reducing the value of the Fund's portfolio. If interest
  rates increase, slower than expected principal payments may extend the
  average life of fixed income securities having the effect of locking in a
  below-market interest rate.
 . As interest rates decline, the issuers of securities held by the Fund may
  prepay principal earlier than scheduled, forcing the Fund to reinvest in
  lower yielding securities. Thus, prepayment may reduce the Fund's income.
 . The lower rated debt securities in which the Fund invests are considered
  speculative and subject to greater volatility and risk of loss than
  investment grade securities, particularly in deteriorating economic periods.
 . Since the Fund is non-diversified and may invest a greater percentage of its
  assets in a particular issuer than a diversified fund, the Fund may be more
  susceptible to developments affecting any single issuer of portfolio
  securities.
Additional risks, common to all investing, such as security selection risk,
market risk, maturity risk, liquidity risk and regulatory risk are set forth in
the "Primary Risks" section of this prospectus.
Beyond the risks common to all investing, an investment in the Fund could also
lose money or underperform alternative investments as a result of risks in the
foreign countries in which the Fund invests. These risks are more severe for
securities of issuers in emerging market countries. For example in addition to
liquidity and regulatory risk:
 . adverse political, economic or social developments could undermine the value
  of the Fund's investments or prevent the Fund from realizing their full
  value;
 . foreign accounting and financial reporting standards differ from those in the
  US and could convey incomplete information when compared to information
  typically provided by US companies; or
 . the currency of a country in which the Fund invests may decrease in value
  relative to the US dollar, which could affect the value of the investment to
  US investors.

WHO SHOULD CONSIDER INVESTING IN THE FUND

Total Return Bond--Institutional Class requires a minimum investment of
$250,000. You should consider investing in the Fund if you are seeking total
return higher than US investment grade bond funds provide over most time
periods. Moreover, you should be willing to accept significantly greater short-
term fluctuation in the value of your investment than you would typically
experience investing in investment grade bond or money market funds. You should
not consider investing in Total Return Bond if you are pursuing a short-term
financial goal or if you cannot tolerate fluctuations in the value of your
investments.

The Fund by itself does not constitute a balanced investment program. It can,
however, afford exposure to investment opportunities not available to an
investor in US investment grade fixed income securities alone. Diversifying
your investments may improve your long-run investment return and lower the
volatility of your overall investment portfolio.

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
--------------------------------------------------------------------------------

                                       4
<PAGE>

                                                   Overview of Total Return Bond


TOTAL RETURNS, AFTER FEES AND EXPENSES

The Fund does not have a full calendar year of annual operating performance to
report.

ANNUAL FUND OPERATING EXPENSES
(expenses paid from Fund assets)

The Annual Fees and Expenses table to the right describes the fees and
estimated expenses that you may pay if you buy and hold shares of Total Return
Bond--Institutional Class.

Expense Example. The example below illustrates the expenses incurred on a
$10,000 investment in the Fund. It assumes that the Fund earned an annual
return of 5% over the periods shown, the Fund's operating expenses remained the
same and you sold your shares at the end of the period.

You may use this hypothetical example to compare the Fund's expense ratio with
other funds. The example does not represent an estimate of future returns or
expenses. Actual costs may be higher or lower.
--------------------------------------------------------------------------------

/1/The investment adviser and administrator have agreed, for the period from
October 30, 2000 to February 28, 2002, to waive their fees and reimburse
expenses so that total expenses will not exceed 0.60%.

/2/For the first year, the expense example takes into account fee waivers and
reimbursements.

 ANNUAL FEES AND EXPENSES

<TABLE>
<CAPTION>
                           Percentage of Average
                                Daily Net Assets
  <S>                                      <C>
  Management Fees                          0.45%
 ---------------------------------------------------
  Distribution and
   Service (12b-1) Fees                     None
 ---------------------------------------------------
  Other Expenses                           0.37%
 ---------------------------------------------------
  Total Annual Fund
   Operating Expenses                      0.82%
 ---------------------------------------------------
  Less: Fee Waiver or
   Expense Reimbursement                  (0.22%)/1/
 ---------------------------------------------------
  Net Expenses                             0.60%
 ---------------------------------------------------
</TABLE>


 EXPENSE EXAMPLE/2/

<TABLE>
<CAPTION>
     1 Year                               3 Years
     <S>                                  <C>
      $61                                  $240
 ---------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------

                                       5
<PAGE>

A detailed look
--------------------------------------------------------------------------------
at Total Return Bond--Institutional Class

OBJECTIVE

The Fund seeks total return. While we seek total return, we cannot offer any
assurance of achieving this objective. The Fund's objective is not a
fundamental policy. We must notify shareholders before we change it, but we do
not require their approval to do so.

STRATEGY

The Fund attempts to produce a total return higher than that of mutual funds
that invest only in US investment grade fixed income securities. The Fund does
this by investing in a core "asset class" consisting of US dollar-denominated,
investment grade fixed income securities. The Fund allocates its remaining
assets among foreign investment grade fixed income securities and below
investment grade fixed income securities (high yield or "junk" bonds) of US and
foreign issuers, including those in countries with new or emerging securities
markets. Securities may be denominated in US or foreign currencies and may be
of any maturity.

The investment adviser employs a team approach in allocating the Fund's assets
among the various asset classes. Using risk/return analysis, the team evaluates
foreign markets, high yield and emerging debt opportunities relative to the US
investment grade fixed income market and sets allocation targets monthly for
each asset class. Sector specialists then evaluate the relative value of
purchase candidates given the distinct characteristics of the relevant asset
class. The Fund will revert to a core portfolio of US dollar-denominated
investment grade fixed income securities if the team believes the core asset
class will add value relative to the other asset classes. In implementing these
strategies, the Fund may engage in active and frequent trading of portfolio
securities resulting in a high portfolio turnover rate.
--------------------------------------------------------------------------------
Maturity measures the time remaining until an issuer must repay a bond's
principal in full.

The three fixed income asset classes that the Fund will invest in are US
dollar-denominated investment grade fixed income securities, foreign investment
grade fixed income securities and below investment grade fixed income
securities of US and foreign issuers including those in countries with new or
emerging securities markets.

The portfolio turnover rate measures the frequency with which the Fund sells
and replaces its securities within a given period. High turnover can increase
the Fund's transaction costs, thereby lowering its returns. It may also
increase distributions from the Fund which may be subject to taxation.

The Fund has applied for an exemptive order with the Securities and Exchange
Commission which would permit it to invest in the Deutsche High Yield Bond fund
and the Deutsche Emerging Markets Debt fund to gain exposure to US and foreign
high yield bonds, including high yield bonds of issuers in emerging markets.
There is no assurance that such an order will be granted. The Deutsche High
Yield Bond fund invests primarily in US dollar-denominated high yield bonds of
domestic and foreign issuers. The Deutsche Emerging Markets Debt fund invests
primarily in high yield bonds of issuers located in countries with new or
emerging securities markets. The strategies, principal investments and
investment processes for the Fund's investments in high yield bonds and
emerging debt opportunities are substantially similar to those used by the High
Yield Bond fund and Emerging Markets Debt fund.

PRINCIPAL INVESTMENTS

Under normal conditions, the Fund invests at least 65% of its total assets in
US dollar-denominated investment grade fixed income securities. The remainder
of the Fund's assets may be allocated among fixed income securities of foreign
issuers, high yield bonds of US and foreign issuers, including high yield bonds
of issuers in countries with new or emerging securities markets, or, to
maintain liquidity, in cash or money market instruments.

The Fund may invest up to 25% of its total assets in foreign investment grade
fixed income securities. The Fund may invest up to 17% of its total assets in
below investment grade fixed
--------------------------------------------------------------------------------
Fixed income securities are investment grade if, at the time of purchase:
 . They are rated in one of the top four long-term rating categories by a
  nationally recognized statistical rating organization;
 . They have received a comparable short-term or other rating; or
 . They are unrated securities that the investment adviser believes to be of
  comparable quality to rated investment grade securities.

The Fund may choose not to sell securities that are downgraded after their
purchase below the Fund's minimum acceptable credit rating. The Fund's credit
standards also apply to counterparties of over-the-counter derivative
contracts.

Fixed income securities are rated below investment grade or are considered high
yield if they are rated below the top four long-term rating categories by a
nationally recognized statistical rating organization or, if unrated, are
determined to be of equivalent quality by the investment adviser. These
securities are considered speculative, may not be paying interest currently
and may be in default. If a security receives different ratings from different
rating organizations, the Fund will treat the security as having the highest
rating given.
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                                       6
<PAGE>

                                            A Detailed Look at Total Return Bond

income securities (high yield or "junk" bonds) of US and foreign issuers. Up to
7% of the Fund's total assets may be invested in high yield bonds of sovereign
debt issuers located in new or emerging markets. The Fund considers an emerging
securities market to be one where the sovereign debt issued by the government
in local currency terms is rated below investment grade. Securities may be
denominated in US or foreign currencies.

Fixed income investments include bonds, notes (including structured notes),
mortgage-related securities, asset-backed securities, convertible securities,
eurodollar and Yankee dollar instruments, Eurobonds, Brady Bonds (dollar-
denominated securities used to refinance foreign sovereign bank loans),
preferred stocks, performing and non-performing loans, non-convertible
preferred stocks and money market instruments. Fixed income securities may be
issued by US and foreign corporations or entities; US and foreign banks; the US
government, its agencies, authorities, instrumentalities or sponsored
enterprises; state and municipal governments; supranational organizations; and
foreign governments and their subdivisions. These securities may have all types
of interest rate payment and reset terms, including fixed rate, adjustable
rate, zero coupon, contingent, deferred, payment in-kind and auction rate
features.

At times, the Fund invests a large percentage of assets in mortgage-backed
securities, including collateralized mortgage obligations ("CMOs").

INVESTMENT PROCESS

The investment adviser employs a team approach to allocate the Fund's assets
among the various asset classes. The team includes members from the investment
adviser and the sub-adviser. We refer to both as the investment adviser.

The asset allocation team meets formally on a monthly basis to determine
relative value across asset classes, drawing on input from sector and market
specialists. Once allocation targets for each broad fixed income sector are
set, sector specialists consider the relative value of purchase candidates
given the distinct characteristics of that particular asset class. Company
research and fundamental analysis are used to select the best securities within
each asset class. The techniques used by the sector specialists in evaluating
each asset class are described below:

US Investment Grade Securities. In selecting these securities for investment,
the investment adviser:

 . assigns a relative value to each bond, based on creditworthiness, cash flow
  and price;

 . determines the value of each issue by examining the issue's credit quality,
  debt structure, option value and liquidity risks. We look to take advantage
  of any inefficiencies between this value and market trading price;

 . uses credit analysis to determine the issuer's ability to fulfill its
  contracts; and

 . uses a bottom-up approach which subordinates sector weightings to individual
  bonds that the adviser believes may add above-market value.

The investment adviser generally sells these securities when they reach their
target price or when there is a negative change in their outlook relative to
the other securities held by the Fund. Bonds may also be sold to facilitate the
purchase of an issue with more attractive risk/return characteristics.

Foreign Investment Grade Securities and Emerging Markets High Yield Securities.
In selecting these securities for investment, the investment adviser considers
macro-economic factors such as inflation, interest rates, monetary and fiscal
policies, taxation, and political climate. The investment adviser seeks to
identify those securities that will offer, in its opinion, the greatest
potential for capital appreciation on a three-month outlook. The investment
adviser sells securities or exchanges currencies when they meet their target
price objectives or when the investment adviser revises price objectives
downward. In selecting emerging market securities, the investment adviser also
considers short-term factors such as market sentiment, capital flows, and new
issue programs.

High Yield Securities (Excluding Emerging Market Sovereign Debt). In selecting
these securities for investment, the investment adviser:

 . analyzes economic conditions for improving or undervalued sectors and
  industries;

 . uses independent credit research and on-site management visits to evaluate
  individual issues' debt service, growth rate, and both downgrade and upgrade
  potential;

 . assesses new issues versus secondary market opportunities; and

 . seeks issues within attractive industry sectors and with strong long-term
  fundamentals and improving credits.
--------------------------------------------------------------------------------

                                       7
<PAGE>

A Detailed Look at Total Return Bond


OTHER INVESTMENTS

The Fund may purchase securities on a when-issued basis and engage in short
sales.

The Fund may use various instruments commonly known as "derivatives" as
secondary investments. In particular, the Fund may use forward currency
transactions and currency options. The Fund may, but is not required to, use
derivative contracts for any of the following purposes:

 . when we believe they offer an economical means of gaining exposure to a
  particular securities market or index (e.g., as a substitute for purchasing
  or selling securities or foreign currencies);

 . to attempt to reduce the Fund's exposure or to keep cash on hand to meet
  shareholder redemptions or other needs while maintaining exposure to the
  market;

 . to hedge against adverse changes in the market value of securities held by or
  to be bought for the Fund. These changes may be caused by changing interest
  rates, security prices or currency exchange rates;

 . to shorten or lengthen the effective maturity or duration of the Fund's fixed
  income portfolio; or

 . in non-hedging situations, to attempt to profit from anticipated market
  developments. This is commonly referred to as "leveraging."

Temporary Defensive Position. We may from time to time adopt a temporary
defensive position in response to extraordinary adverse political, economic or
bond market events. We could place up to 100% of the Fund's assets in US money
market investments, or other short-term bonds that offer comparable safety, if
the situation warranted. To the extent we might adopt such a position and over
the course of its duration, the Fund may not meet its investment objective.
--------------------------------------------------------------------------------
Forward currency transactions involve the purchase or sale of a foreign
currency at an exchange rate established currently, but with payment and
delivery at a specified future time. Forward currency transactions may be used
in an attempt to hedge against losses, or where possible, to add to investment
returns.

A derivative contract will obligate or entitle the Fund to deliver or receive
an asset or a cash payment that is based on the change in value of a designated
security, index or currency. Examples of derivative contracts are futures
contracts, options, forward contracts, and swaps.

Effective Maturity is the estimated average life of a security. Many bonds have
long maturity dates but shorter average lives. Since these bonds behave
according to their average life, and not their maturity date, we estimate the
average life and apply an appropriate duration to the security.

PRIOR PERFORMANCE OF A SIMILAR COMPOSITE PORTFOLIO

Set forth below is certain composite information regarding the performance for
certain periods of portfolios, each of which is advised by Deutsche Asset
Management, Inc. ("DAMI"), the Fund's investment adviser. These accounts are
collectively referred to as the Enhanced Core Fixed--Fully Enhanced Composite
or "Composite." In managing the Fund, the investment adviser and the sub-
adviser will employ substantially the same investment objectives, policies and
strategies that are employed in managing the Composite. However, in managing
the Fund, we are subject to certain rules (e.g., limits on the percentage of
assets invested in securities of issuers in a single industry and requirements
on distributing income to shareholders) that do not apply to the Composite. In
addition, the continuous offering of the Fund's shares and the Fund's
obligation to redeem its shares will likely cause the Fund to experience cash
flows which are different from those of the Composite. Moreover, the method of
calculating the performance of the Composite, which values its assets at the
end of each month, differs from the method employed by mutual funds, which
among other things value their assets on a daily basis. All of these factors
may affect the performance of the Fund and cause it to differ from that of the
Composite. Certain of these factors may adversely affect the Fund's
performance.

The Composite is comprised of all portfolios managed on a fully discretionary
basis by DAMI that employ substantially the same investment objectives,
policies and strategies that will be employed in managing the Fund. In order to
be included in the Composite, accounts must have more than $25 million in
assets.

The performance information presented below for the Composite includes the
combined performance of the portfolios over various periods of time since
January 1, 1995. Of the accounts comprising the Composite over the periods
shown, none have been operational for the entire six year period indicated.
Accounts over $25 million were added to the Composite at their inception or at
the time when their investment objectives became substantially similar to those
of the Fund. Eligible new portfolios were added to the Composite immediately
following the first complete month the account was managed by DAMI. Accounts
were deleted from the Composite when their investment mandate changed or when
the account was terminated.

Expenses incurred in the operation of the Composite are paid directly by its
investors rather than by the Composite. The
--------------------------------------------------------------------------------

                                       8
<PAGE>

                                            A Detailed Look at Total Return Bond

performance results for the Composite were calculated gross of the fees borne
in managing the Composite and have been adjusted to reflect an overall expense
ratio of 0.60%, which is the same as that expected to be borne by the
Institutional Class shares of the Fund. Returns of the Composite are compared
to the Lehman Brothers Aggregate Bond Index. Unlike the Composite's returns,
those of the Index do not reflect fees and expenses. Both the returns of the
Composite and the Index reflect the reinvestment of dividends and
distributions.

<TABLE>
<CAPTION>
  CALENDAR YEAR PERFORMANCE
  (each full calendar year since inception)
                      Lehman
                    Brothers                        Composite
         Composite Aggregate             Number of  Assets at
           Returns      Bond            Portfolios     End of
              with     Index             at End of     Period
  Year     Fees/1/   Returns Difference  Period/2/ ($millions)
  <S>    <C>       <C>       <C>        <C>        <C>
  1995     19.45%    18.48%     0.98%        1         50.4
 ------------------------------------------------------------
  1996      5.67%     3.61%     2.13%        2        148.9
 ------------------------------------------------------------
  1997      9.45%     9.68%    (0.17)%       3        226.5
 ------------------------------------------------------------
  1998      7.05%     8.87%    (1.75)%       5       1599.5
 ------------------------------------------------------------
  1999      0.53%    (0.84)%    1.46%        7        702.5
 ------------------------------------------------------------
</TABLE>
 /1/The prior performance of the Composite was calculated in
 compliance with the Performance Presentation Standards of the
 Association for Investment Management and Research ("AIMR").
 /2/Since its inception January 1, 1995, the Composite has
 been composed of as few as one and as many as seven portfolios
 depending on the time period. For example, for the period
 since inception to October 1996, the Composite was composed
 of only one portfolio.

 ANNUALIZED PERFORMANCE
 PERIODS ENDING JUNE 30, 2000

<TABLE>
<CAPTION>
                                           Since Inception
                    1 Year 3 Years 5 Years     (Jan. 1995)
  <S>               <C>    <C>     <C>     <C>             <C>
  Composite
   Returns
   with Fees        5.14%   5.65%   6.82%       8.21%
 ------------------------------------------------------------
  Index Returns     4.56%   6.04%   6.25%       7.77%
 ------------------------------------------------------------
</TABLE>

The performance data represents the prior performance of the Composite, not the
prior performance of the Fund, and should not be considered an indication of
future performance of the Fund.
--------------------------------------------------------------------------------
The Lehman Brothers Aggregate Bond Index represents US domestic taxable
investment grade bonds which include securities from the following sectors: US
Treasuries, agencies, corporate, mortgage-backed and asset-backed securities.
The Index includes over 5,500 publicly issued securities with a minimum one
year to final maturity and $150 million par amount outstanding. The average
maturity and duration of the Index is in the intermediate range.

RISKS

Below we have set forth some of the prominent risks associated with investing
in fixed income securities, as well as investing in general. Although we
attempt both to assess the likelihood that these risks may actually occur and
to limit them, we cannot guarantee that we will succeed.

Primary Risks

Interest Rate Risk. Interest rate risk is the risk that fixed income securities
will decline in value because of changes in interest rates. Generally,
investments subject to interest rate risk will decrease in value when interest
rates rise and increase in value when interest rates decline.

Credit Risk. An investor purchasing bonds faces the risk that the
creditworthiness of the issuer may decline, causing the value of its bonds to
decline. In addition, the issuers may not be able to make timely payments on
the interest and principal on the bonds they have issued. Fixed income
securities rated below the fourth highest category have speculative
characteristics. These securities involve a greater risk of loss than
investment grade securities and are more sensitive to changes in the issuer's
capacity to pay.

Security Selection Risk. A risk that pervades all investing is the risk that
the securities in the Fund's portfolio will decline in value.

Prepayment Risk. As interest rates decline, the issuers of securities held by
the Fund may prepay principal earlier than scheduled, forcing the Fund to
reinvest in lower yielding securities. Thus, prepayment may reduce the Fund's
income. It may also create a capital gains tax liability because bond issuers
usually pay a premium for the right to pay off bonds early. There is a greater
risk that the Fund will lose money due to prepayment risk because the Fund
invests in mortgage-related securities, including collateralized mortgage
obligations.

Extension Risk. As interest rates increase, slower than expected principal
payments may extend the average life of fixed income securities. This will have
the effect of locking in a below-market interest rate, increase the security's
duration and reduce the value of the security. There is a greater risk that the
Fund will lose money due to extension risk because the Fund invests in
mortgage-related securities, including collateralized mortgage obligations.

Maturity Risk. Prices of fixed income securities with longer effective
maturities are more sensitive to interest rate changes than those with shorter
effective maturities.
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                                       9
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A Detailed Look at Total Return Bond


Market Risk. Deteriorating market conditions might cause an overall weakness in
the market that reduces the absolute level of securities prices in that market.
Developments in a particular class of bonds or the stock market could also
adversely affect the Fund by reducing the relative attractiveness of bonds as
an investment.

Foreign Market Risk. From time to time, foreign capital markets have exhibited
more volatility than those in the United States. Trading fixed income
securities on some foreign exchanges is inherently more difficult than trading
in the United States for several reasons including:

 . Political Risk. Some foreign governments have limited the outflow of profits
  to investors abroad, extended diplomatic disputes to include trade and
  financial relations, and imposed high taxes on corporate profits.

 . Information Risk. Financial reporting standards for companies based in
  foreign markets differ from those in the United States and may present an
  incomplete or misleading picture of a foreign company compared to US
  standards.

 . Liquidity Risk. Fixed income securities that trade infrequently or in low
  volumes can be more difficult or more costly to buy, or to sell, than more
  liquid or active securities. This liquidity risk is a factor of the trading
  volume of a particular security, as well as the size and liquidity of the
  entire local market. On the whole, foreign exchanges are smaller and less
  liquid than the US market. Relatively small transactions in some instances
  can have a disproportionately large effect on the price and supply of certain
  securities. In certain situations, it may become virtually impossible to sell
  a security in an orderly fashion at a price that approaches our estimate of
  its value.

 . Regulatory Risk. There is generally less government regulation of foreign
  markets, companies and securities dealers than in the US

 . Currency Risk. The Fund invests in foreign currencies and in securities
  denominated in foreign currencies. This creates the possibility that changes
  in foreign exchange rates will affect the US dollar value of foreign
  securities or the US dollar amount of income or gain received on these
  investments. Additionally, a change in economic policy may cause a greater
  fluctuation in the value of a country's currency than in bonds denominated in
  that currency. We
--------------------------------------------------------------------------------
Currency management may be used in an attempt to offset investment risks
("hedging") and, where possible, to add to investment returns. Currency
management activities include the use of forward contracts and may include the
use of other instruments. There is no guarantee that these currency management
activities will be employed or that they will work, and their use could cause
lower returns or even losses to the Fund.


 may, but need not, seek to minimize this risk by actively managing the
 currency exposure of the Fund, which entails hedging from time to time.

Emerging Market Risk. Because the Fund may invest in emerging markets, it may
face higher political, information, and market risks. In addition, profound
social changes and business practices that depart from norms in developed
countries' economies have hindered the orderly growth of emerging economies and
their securities markets in the past. High levels of debt tend to make emerging
economies heavily reliant on foreign capital and vulnerable to capital flight.

Risk Related to Investing in Below Investment Grade Securities. Below
investment grade securities are speculative and have only an adequate capacity
to pay principal and interest. These securities have a higher risk of default,
tend to be less liquid and may be more difficult to value. The issuers of lower
quality securities may be highly leveraged and have difficulty servicing their
debt, especially during prolonged economic recessions or periods of rising
interest rates. The prices of lower quality securities are volatile and may go
down due to market perceptions of deteriorating issuer creditworthiness or
economic conditions. The general risks of investing in fixed income securities
as described below are greater when investing in below investment grade
securities.

Non-diversification Risk. The Fund is non-diversified. Compared with other
funds, the Fund may invest a greater percentage of its assets in a particular
issuer. The Fund may be more susceptible to developments affecting any single
issuer or portfolio security.

Secondary Risks

Derivative Risks. Risks associated with derivatives include:

 . that the derivative is not well correlated with the security for which it is
  acting as a substitute;

 . that derivatives used for risk management may not have the intended effects
  and may result in losses or missed opportunities; and

 . that the Fund cannot sell the derivative because of an illiquid secondary
  market.

The use of derivatives for leveraging purposes tends to magnify the effect of
an instrument's price changes as market conditions change. For futures
contracts and options on futures contracts used for leveraging, the margin and
premiums required to make those investments will not exceed 5% of the Fund's
net asset value after taking into account unrealized profits and losses on the
contracts. Futures contracts and options on futures contracts used for
leveraging involve greater risks than bond investments.
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                                       10
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                                            A Detailed Look at Total Return Bond


Short Sales. The Fund may engage in short sales in order to profit from an
anticipated decline in the value of a security. The Fund may also engage in
short sales to attempt to limit its exposure to a possible market decline in
the value of its portfolio securities, which the investment adviser believes
possess volatility characteristics similar to those being hedged. Short selling
may produce a higher than normal portfolio turnover that may result in
increased transaction costs to the Fund and gains from the sale of securities
deemed to have been held for less than three months. Such gains must be less
than 30% of the Fund's gross income in order for the Fund to qualify as a
regulated investment company under the Internal Revenue Code.

Pricing Risk. When price quotations for particular securities are not readily
available, we determine their value by the method that most accurately reflects
their current worth in the judgment of the Board of Trustees. This procedure
implies an unavoidable risk that our prices are higher or lower than the prices
that the securities might actually command if we were to sell them. If we value
these securities too highly when you buy shares of the Fund, you may end up
paying too much for your Fund shares. If we underestimate their price when you
sell, you may not receive the full market value for your Fund shares.

The market for below investment grade debt securities may be thinner and less
active than that for higher rated debt securities, which can adversely affect
the prices at which the below investment grade securities are sold. If market
quotations are not available, below investment grade debt securities will be
valued in accordance with procedures established by the Board of Trustees.
Judgment plays a greater role in valuing below investment grade corporate debt
securities than is the case for securities for which more external sources for
quotations and last sale information is available. Adverse publicity and
changing investor perception may affect the availability of outside pricing
services to value lower-rated debt securities and the Fund's ability to dispose
of these securities. Since the risk of default is higher for lower-rated
securities, the investment adviser's research and credit analysis are an
especially important part of managing securities of this type.

MANAGEMENT OF THE FUND

Deutsche Asset Management is the marketing name for the asset management
activities of Deutsche Bank AG, Deutsche Fund Management, Inc., Bankers Trust
Company, DB Alex. Brown LLC, Deutsche Asset Management, Inc., and Deutsche
Asset Management Investment Services Limited.

Board of Trustees. A Board of Trustees supervises all of the Fund's activities
on behalf of the Fund's shareholders.

Investment Adviser and Sub-Adviser. Under the supervision of the Board of
Trustees, Deutsche Asset Management, Inc. ("DeAM, Inc.") with headquarters at
885 Third Avenue, New York, New York, acts as the investment adviser for the
Fund. As investment adviser, DeAM, Inc. makes the Fund's investment decisions.
It buys and sells securities for the Fund and conducts the research that leads
to these purchase and sale decisions. The Fund's investment adviser is also
responsible for selecting brokers and dealers and for negotiating brokerage
commissions and dealer charges. The investment adviser will receive 0.45% of
the Fund's average daily net assets for its services in a fiscal year. The
investment adviser may reimburse a portion of its fee during the period.


Deutsche Asset Management Investment Services Limited ("DeAMIS"), with
headquarters at One Appold Street, London, England, acts as sub-adviser to that
portion of the Fund's assets invested in non-US fixed income securities. The
investment adviser pays the sub-adviser out of the investment advisory fees it
receives from the Fund.

DeAM, Inc. and DeAMIS provide a full range of international investment advisory
services to institutional clients. As of August 31, 2000, DeAM, Inc. and DeAMIS
managed approximately $16.4 billion and $11.5 billion in assets, respectively.
DeAM, Inc. and DeAMIS are indirect wholly owned subsidiaries of Deutsche Bank
AG. Deutsche Bank AG is a major global banking institution that is engaged in a
wide range of financial services, including investment management, mutual fund
services, retail and commercial banking, investment banking and insurance.

Portfolio Managers

The following portfolio managers are responsible for the day-to-day management
of the Fund:

David Baldt, CFA, Managing Director of DeAM, Inc. and Lead Manager of the Fund

 . Portfolio Manager of the Fund's US investment grade fixed income investments.

 . Joined the investment adviser in 1989.

 . Chief Investment Officer of the fixed income group (US) of DeAM, Inc.

 . Member of the Fund's asset allocation team.

J. Christopher Gagnier, Director of DeAM, Inc. and Co-Manager of the Fund

 . Portfolio Manager of the Fund's corporate securities and asset backed
  securities investments.

 . Joined the investment adviser in 1997.
--------------------------------------------------------------------------------

                                       11
<PAGE>

A Detailed Look at Total Return Bond


 . Fixed income specialist, Paine Webber, from 1984 to 1997.

 . Member of the Fund's asset allocation team.

Steve Ilott, Director of DeAM, Inc. and Co-Manager of the Fund

 . Portfolio Manager and product manager of enhanced core fixed income
  investments.

 . Joined the investment adviser in 1998.

 . Manager of global fixed income and currency portfolios at Robert Fleming &
  Co. from 1988 to 1998.

 . 12 years of investment industry experience.

 . Member of the Fund's asset allocation team.

Andrew Cestone, Director of DeAM, Inc. and Co-Manager of the Fund

 . Portfolio Manager of the Fund's US high yield investments.

 . Joined the investment adviser in 1998.

 . Investment Analyst, Phoenix Investment Partners, from 1997 to 1998 and Credit
  Officer, asset based lending group, Fleet Bank, from 1995 to 1997.

 . Member of the Fund's asset allocation team.

Ian Clarke, Director of DeAMIS and Co-Manager of the Fund

 . Portfolio Manager of the Fund's foreign investment grade fixed income
  investments.

 . Joined the investment adviser in 1999.

 . Executive Director, Morgan Stanley Dean Witter from 1992 to 1999 and prior to
  that Director, United Bank of Kuwait plc, from 1983 to 1992.

 . Chief Investment Officer of the fixed income group (U.K.) of DeAMIS.

 . 14 years of investment industry experience.

 . Member of the Fund's asset allocation team.

David Dowsett, Portfolio Manager of DeAMIS and Co-Manager of the Fund

 . Portfolio Manager of the Fund's emerging markets debt investments.

 . Joined the investment adviser in 1994.

 . 6 years of industry experience.

 . Member of the Fund's asset allocation team.

Other Services. DeAM, Inc. provides administrative services for the Fund. In
addition, DeAM, Inc.--or your service agent--performs the functions necessary
to establish and maintain your account. In addition to setting up the account
and processing your purchase and sale orders, these functions include:

 . keeping accurate, up-to-date records for your individual Fund account;

 . implementing any changes you wish to make in your account information;

 . processing your requests for cash dividends and distributions from the Fund;

 . answering your questions on the Fund's investment performance or
  administration;

 . sending proxy reports and updated prospectus information to you; and

 . collecting your executed proxies.

Service agents include brokers, financial advisors or any other bank, dealer or
other institution that has a sub-shareholder servicing agreement with DeAM,
Inc. Service agents may charge additional fees to investors for those services
not otherwise included in the service agent's servicing agreement, such as cash
management or special trust or retirement-investment reporting.

Organizational Structure. The Fund is a series of an open-end investment
company organized as a Delaware business trust. The Fund has applied for an
exemptive order with the Securities and Exchange Commission which would permit
it to invest in the Deutsche High Yield Bond fund and the Deutsche Emerging
Markets Debt fund for the purpose of gaining exposure to domestic and foreign
below investment grade fixed income securities, including high yield securities
of issuers in emerging markets. There is no assurance that such an order will
be granted. If the order is granted, the Fund will operate in a structure
commonly known as a "fund of funds." This means that the Fund pursues its
objective by investing in other mutual funds as well as in individual
securities. As a fund of funds, the Fund will incur its own direct expenses, in
addition to bearing indirectly a proportionate share of the expenses incurred
by the underlying funds in which it invests.

CALCULATING THE FUND'S SHARE PRICE

We calculate the daily price of the Fund's shares (also known as the "Net Asset
Value" or "NAV") in accordance with the standard formula for valuing mutual
fund shares at the close of regular trading on the New York Stock Exchange
every day the Exchange is open for business.
--------------------------------------------------------------------------------
The New York Stock Exchange is open every week, Monday through Friday, except
when the following holidays are celebrated: New Year's Day, Martin Luther King,
Jr. Day (the third Monday in January), Presidents' Day (the third Monday in
February), Good Friday, Memorial Day (the last Monday in May), Independence
Day, Labor Day (the first Monday in September), Thanksgiving Day (the fourth
Thursday in November) and Christmas Day.
--------------------------------------------------------------------------------

                                       12
<PAGE>

                                            A Detailed Look at Total Return Bond


The formula calls for deducting all of the liabilities of a Fund's class of
shares from the total value of its assets--the market value of the securities
it holds, plus its cash reserves--and dividing the result by the number of
shares of that class outstanding. Prices for securities that trade on foreign
exchanges can change significantly on days when the New York Stock Exchange is
closed and you cannot buy or sell Fund shares. Such price changes in the
securities a Fund owns may ultimately affect the price of Fund shares when the
New York Stock Exchange re-opens.

The Fund uses a forward pricing procedure. Therefore, the price at which you
buy or sell shares is based on the next calculation of the NAV after the order
is received by the Fund or your service agent, provided that your service agent
forwards your order to the Fund in a timely manner.

We value the securities in the Fund at their stated market value if price
quotations are available. When price quotations for a particular security are
not readily available, we determine their value by the method that most
accurately reflects their fair value in the judgment of the Board of Trustees.

PERFORMANCE INFORMATION

The Fund's performance can be used in advertisements that appear in various
publications. It may be compared to the performance of various indices and
investments for which reliable performance data is available. The Fund's
performance may also be compared to averages, performance rankings, or other
information prepared by recognized mutual fund statistical services.

DIVIDENDS AND DISTRIBUTIONS

Income dividends, if any, for the Fund are declared daily and paid monthly.
Capital gains distributions, if any, are distributed at least annually. We
automatically reinvest all dividends and any capital gains, unless you tell us
otherwise.

TAX CONSIDERATIONS

The Fund does not ordinarily pay any US federal income tax. If you are a
taxable shareholder, you and other shareholders pay taxes on the income or
capital gains earned and distributed by the Fund. Your taxes will vary from
year to year, based on the amount of capital gains distributions and dividends
paid out by your Fund. You owe the taxes whether you receive cash or choose to
have distributions and dividends reinvested. Distributions and dividends
usually have the following tax character:

<TABLE>
<CAPTION>
  TRANSACTION                 TAX STATUS
  <S>                         <C>
  Income dividends (except    Ordinary income
  exempt-interest dividends)
 --------------------------------------------
  Short-term capital gains
  distributions               Ordinary income
 --------------------------------------------
  Long-term capital gains     Long-term
  distributions               capital gains
 --------------------------------------------
</TABLE>
Every year your Fund will send you information on the distributions for the
previous year. In addition, the sale (including a redemption or exchange) of
Fund shares is a taxable transaction for you.

<TABLE>
<CAPTION>
  TRANSACTION      TAX STATUS
  <S>              <C>
  Your sale of     Generally, long-term capital
  shares owned     gains or losses
  more than
  one year
 -----------------------------------------------
  Your sale of     Generally, short-term capital
  shares owned     gains or losses; losses
  for one year or  subject to special rules
  less
 -----------------------------------------------
</TABLE>
The tax considerations for tax deferred accounts or non-taxable entities are
different.

Because each investor's tax circumstances are unique and because the tax laws
are subject to change, we recommend that you consult your tax advisor about
your investment.

BUYING AND SELLING FUND SHARES

Contacting the Mutual Fund Service Center of Deutsche Asset Management

<TABLE>
<S>                                            <C>
By Phone                                       1-800-730-1313

By Mail                                        Deutsche Asset Management
                                               Service Center
                                               P.O. Box 219210
                                               Kansas City, MO 64121-9210

By Overnight Mail                              Deutsche Asset Management
                                               Service Center
                                               210 West 10th Street, 8th floor
                                               Kansas City, MO 64105-1716
</TABLE>

Our representatives are available to assist you personally Monday through
Friday, 9:00 a.m. to 7:00 p.m., Eastern time each day the New York Stock
Exchange is open for business. You can reach the Service Center's automated
assistance line 24 hours a day, 7 days a week.
--------------------------------------------------------------------------------

                                       13
<PAGE>

A Detailed Look at Total Return Bond

Minimum Account Investments

To open an account          $250,000


To add to an account        $ 25,000


Minimum account balance     $ 50,000


Shares of the Fund may be purchased without regard to the investment minimums
by employees of Deutsche Bank AG, any of its affiliates or subsidiaries, their
spouses and minor children, and Directors or Trustees of any investment company
advised or administered by Deutsche Bank AG, or any of its affiliates or
subsidiaries, their spouses and minor children. The Fund and its service
providers reserve the right to, from time to time, at their discretion, waive
or reduce the investment minimums.

How to Open Your Fund Account

By Mail:    Complete and sign the account application that accompanies this
            prospectus. (You may obtain additional applications by calling the
            Service Center.) Mail the completed application along with a check
            payable to Total Return Bond--1727 to the Service Center. The
            addresses are shown under "Contacting the Mutual Fund Service
            Center of Deutsche Asset Management"

By Wire:    Call the Service Center to set up a wire account.

Please note that your account cannot become activated until we receive a
completed application via mail or fax.

Two Ways to Buy and Sell Shares in Your Account

MAIL:

Buying: Send your check, payable to the Deutsche Asset Management fund you have
selected, to the Service Center. The addresses are shown in this section under
"Contacting the Mutual Fund Service Center of Deutsche Asset Management." Be
sure to include the fund number and your account number (see your account
statement) on your check. Please note that we cannot accept starter checks or
third-party checks. If you are investing in more than one fund, make your check
payable to "Deutsche Asset Management Funds" and include your account number,
the names and numbers of the funds you have selected, and the dollar amount or
percentage you would like invested in each fund.

Selling: To sell by mail send a signed letter to the Service Center with your
name, your fund number and account number, the fund's name, and either the
number of shares you wish to sell or the dollar amount you wish to receive. You
must leave at least $50,000 invested in your account to keep it open (except
for retirement accounts). Unless exchanging into another Deutsche Asset
Management fund, you must submit a written authorization to sell shares in a
retirement account.

WIRE:

Buying: You may buy shares by wire only if your account is authorized to do so.
Please note that you or your service agent must call the Service Center at 1-
800-730-1313 to notify us in advance of a wire transfer purchase. Inform the
Service Center representative of the amount of your purchase and receive a
trade confirmation number. Instruct your bank to send payment by wire using the
wire instructions noted below. All wires must be received by 4:00 p.m. Eastern
time the next business day.

<TABLE>
<S>          <C>
Routing No:  021001033

Attn:        Deutsche Asset Management/
             Mutual Funds

DDA No:      00-226-296

FBO:         (Account name)
             (Account number)

Credit:      Total Return Bond--
             Institutional Class (1727)
</TABLE>

Refer to your account statement for the account name and number.

Selling: You may sell shares by wire only if your account is authorized to do
so. For your protection, you may not change the destination bank account over
the phone. To sell by wire, contact your service agent or the Service Center at
1-800-730-1313. Inform the Service Center representative of the amount of your
redemption and receive a trade confirmation number. The minimum redemption by
wire is $1,000. We must receive your order by 4:00 p.m. Eastern time to wire
your account the next business day.

Important Information about Buying and Selling Shares

 . You may buy and sell shares of a fund through authorized service agents as
  well as directly from us. The same terms and conditions apply. Specifically,
  once you place your order with a service agent, it is considered received by
  the Service Center. It is then your service agent's responsibility to
  transmit the order to the Service Center by the next business day. You should
  contact your service agent if you have a dispute as to when your order was
  placed with the fund. Your service agent may charge a fee for buying and
  selling shares for you.
--------------------------------------------------------------------------------

                                       14
<PAGE>

                                            A Detailed Look at Total Return Bond


 . You may place orders to buy and sell over the phone by calling your service
  agent or the Service Center at 1-800-730-1313. If you pay for shares by check
  and the check fails to clear, or if you order shares by phone and fail to pay
  for them by 4:00 p.m. Eastern time the next business day, we have the right
  to cancel your order, hold you liable or charge you or your account for any
  losses or fees a fund or its agents have incurred. To sell shares you must
  state whether you would like to receive the proceeds by wire or check.

 . After we or your service agent receive your order, we buy or sell your shares
  at the next price calculated on a day the New York Stock Exchange is open for
  business.

 . We accept payment for shares only in US dollars by check, bank or Federal
  Funds wire transfer, or by electronic bank transfer. We do not accept starter
  or third-party checks.

 . The payment of redemption proceeds (including exchanges) for shares of a fund
  recently purchased by check may be delayed for up to 15 calendar days after
  purchase while we wait for your check to clear.

 . We process all sales orders free of charge.

 . Unless otherwise instructed, we normally mail a check for the proceeds from
  the sale of your shares to your account address the next business day and no
  later than seven days.

 . We reserve the right to close your account on 30 days' notice if it fails to
  meet minimum balance requirements for any reason other than a change in
  market value.

 . If you sell shares by mail or wire, you may be required to obtain a signature
  guarantee. Please contact your service agent or the Service Center for more
  information.

 . We remit proceeds from the sale of shares in US dollars (unless the
  redemption is so large that it is made "in-kind").

 . We do not issue share certificates.

 . Selling shares of trust accounts and business or organization accounts may
  require additional documentation. Please contact your service agent or the
  Service Center for more information.

 . During periods of heavy market activity, you may have trouble reaching the
  Service Center by telephone. If this occurs, you should make your request by
  mail.

 . We reserve the right to reject purchases of Fund shares (including exchanges)
  for any reason. We will reject the purchases if we conclude that the
  purchaser may be investing only for the short-term or to profit from day to
  day fluctuations in the Fund's share price.

 . We reserve the right to reject the purchases of Fund shares (including
  exchanges) or to suspend or postpone redemptions at times when both the New
  York Stock Exchange and the Fund's custodian are closed.

 . Account Statements and Fund Reports: We or your service agent will furnish
  you with a written confirmation of every transaction that affects your
  account balance. You will also receive monthly statements reflecting the
  balances in your account. We will send you a report every six months on your
  fund's overall performance, its current holdings and its investing
  strategies.

 . Exchange Privilege. You can exchange all or part of your shares for shares of
  another Deutsche Asset Management mutual fund up to four times a year (from
  the date of your first exchange). When you exchange shares, you are selling
  shares in one fund to purchase shares in another. Before buying shares
  through an exchange, you should be sure to obtain a copy of that fund's
  prospectus and read it carefully. You may complete exchanges over the phone
  only if your account is authorized to do so. You will receive a written
  confirmation of each transaction from the Service Center or your service
  agent.

 Please note the following conditions:

 . The accounts between which the exchange is taking place must have the same
   name, address and taxpayer ID number.

 . You may make the exchange by phone, if your account has the exchange by
   phone feature, letter or wire.

 . If you are maintaining a taxable account, you may have to pay taxes on the
   exchange.

FINANCIAL HIGHLIGHTS

The Fund does not have a full calendar year of annual operating performance to
report.

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

                                       15
<PAGE>



Additional information about the Fund's investments will be made available
in the Fund's annual and semi-annual reports to shareholders. In the Fund's
annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance
during its last fiscal year.

You can find more detailed information about the Fund in the current
Statement of Additional Information, dated October 29, 2000, which we have
filed electronically with the Securities and Exchange Commission (SEC) and
which is incorporated by reference into this Prospectus. To receive your
free copy of the Statement of Additional Information, the annual or semi-
annual report, or if you have questions about investing in the Fund, write
to us at:

                              Deutsche Asset Management Service Center
                              P.O. Box 219210
                              Kansas City, MO 64121-9210
or call our toll-free number: 1-800-730-1313

You can find reports and other information about the Fund on the EDGAR
Database on the SEC website (http://www.sec.gov), or you can get copies of
this information, after payment of a duplicating fee, by electronic request
at [email protected] or by writing to the Public Reference Section of the
SEC, Washington, D.C. 20549-0102. Information about the Fund, including its
Statement of Additional Information, can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. For information on the
Public Reference Room, call the SEC at 202-942-8090.


Total Return Bond--Institutional Class                        CUSIP #61735K554
Morgan Grenfell Investment Trust                              1727PRO (10/00)
                                                              811-8006
Distributed by:
ICC Distributors, Inc.
<PAGE>

MORGAN GRENFELL INVESTMENT TRUST

No-Load Open-End Funds

One South Street

Baltimore, MD 21202

STATEMENT OF ADDITIONAL INFORMATION

October 29, 2000

Morgan Grenfell Investment Trust (the "Trust") is an open-end, management
investment company consisting of fifteen investment portfolios, each having
separate and distinct investment objectives and policies. This Statement of
Additional Information ("SAI") provides supplementary information pertaining to
the following investment portfolios of the Trust (each, a "Fund"):

     -  Fixed Income, previously Morgan Grenfell Fixed Income Fund

     -  Municipal Bond, previously Morgan Grenfell Municipal Bond Fund

     -  Short-Term Fixed Income, previously Morgan Grenfell Short-Term Fixed
     Income Fund

     -  Short-Term Municipal Bond, previously Morgan Grenfell Short-Term
     Municipal Bond Fund

     -  High Yield Bond, previously Morgan Grenfell High Yield Bond Fund

     -  Smaller Companies, previously Morgan Grenfell Smaller Companies Fund

     -  Micro Cap, previously Morgan Grenfell Micro Cap Fund

     -  Total Return Bond, previously Morgan Grenfell Total Return Bond Fund

This SAI is not a prospectus, and should be read only in conjunction with the
Institutional and Investment Class Prospectuses for each Fund except Total
Return Bond, dated February 28, 2000, with the Institutional and Premier Class
Prospectuses dated October 29, 2000 for Total Return Bond, and with the Premier
Class Prospectus dated September 29, 2000 for High Yield Bond, as amended or
supplemented from time to time (each, a "Prospectus" and collectively, the
"Prospectuses"). The unaudited semi-annual financial statements and the audited
financial statements for each Fund are included in the Funds' annual and semi-
annual reports, which we have filed electronically with the Securities and
Exchange Commission and which are incorporated by reference into the SAI. A copy
of each Prospectus may be obtained without charge from Deutsche Asset
Management, Inc. ("DeAM, Inc."), the Trust's Administrator, by calling
1-800-730-1313 or writing to Morgan Grenfell Investment Trust, P.O. Box 219210,
Kansas City, Missouri 64121.

                                   Page -1-
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                     <C>
                                                                                          Page
Introduction............................................................................    3

Additional Information on Fund Investments and Strategies and Related Risks.............    3

Investment Restrictions.................................................................   34

Trustees and Officers...................................................................   39

Investment Advisory and Other Services..................................................   42

Codes of Ethics.........................................................................   44

Service Plan............................................................................   47

Portfolio Transactions..................................................................   49

Purchase and Redemption of Shares.......................................................   52

Performance Information.................................................................   54

Taxes...................................................................................   58

General Information About the Trust.....................................................   65

Additional Information..................................................................   70

Financial Statements....................................................................   70

Appendix A - Description of Ratings.....................................................   72

Appendix B - The Adviser's Micro Cap Investment Results.................................   78
</TABLE>

No person has been authorized to give any information or to make any
representations not contained in this SAI or in the Prospectuses in connection
with the offering made by each Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Trust or its Distributor. Each Prospectus does not constitute an offering
by the Trust or by the Distributor in any jurisdiction in which such offering
may not lawfully be made. Shares of the Funds are not available in certain
states. Please call 1-800-730-1313 to determine availability in your state.

                                   Page -2-
<PAGE>

                                 INTRODUCTION

The Trust is an open-end, management investment company that currently consists
of fifteen separate investment portfolios. This SAI relates to the following
eight separate investment portfolios of the Trust (the "Funds"):

Fixed Income
Short-Term Fixed Income
High Yield Bond
Total Return Bond
(collectively, the "Fixed Income Funds")

Municipal Bond
Short-Term Municipal Bond
(collectively, the "Municipal Funds")

Smaller Companies
Micro Cap
(collectively, the "Equity Funds")

Each Fund, other than Total Return Bond, is classified as "diversified" within
the meaning of the Investment Company Act of 1940 (the "1940 Act").

Deutsche Asset Management, Inc. (the "Adviser" or "DeAM, Inc.") serves as
investment adviser to the Funds. ICC Distributors, Inc. (the "Distributor" or
"ICCD") serves as the Funds' principal underwriter and distributor. DeAM, Inc.
also serves as the Funds' administrator (the "Administrator").

The information contained in this SAI generally supplements the information
contained in the Prospectuses. No investor should invest in shares of a Fund
without first reading the Prospectuses. Capitalized terms used herein and not
otherwise defined have the same meaning ascribed to them in each Prospectus.

                  ADDITIONAL INFORMATION ON FUND INVESTMENTS
                       AND STRATEGIES AND RELATED RISKS

The following supplements the information contained in the Prospectus concerning
the investment objectives and policies of each Fund.

Fixed Income
------------

Under normal conditions, the Fund invests at least 80% of its assets in
intermediate-term U.S. Treasury, corporate, mortgage-backed, asset-backed,
taxable municipal and tax-exempt municipal bonds. The Fund invests primarily in
investment grade fixed income securities that, at the time of purchase, are
either rated in one of the three highest rating categories by a major
independent agency, or in unrated securities the Adviser considers of comparable
quality. The

                                   Page -3-
<PAGE>

Fund may invest up to 15% of its assets in investment grade fixed income
securities rated within the fourth highest rating category. In the event that
any security is downgraded, the Adviser will determine whether to hold or sell
such security, provided that that Fund will not hold more than 5% of its net
assets in securities that are rated below investment grade (junk-bonds). The
Fund may invest up to 25% of its total assets in U.S. dollar-denominated
securities of foreign issuers. The Fund may hold up to 20% of its total assets
in cash or money market instruments in order to maintain liquidity, or in the
event that the Adviser determines that securities meeting the Fund's investment
objective are not otherwise readily available for purchase.

Short-Term Fixed Income
-----------------------

Under normal conditions, the Fund invests at least 80% of its assets in short-
term U.S. Treasury, corporate, mortgage-backed, asset-backed, taxable municipal
and tax-exempt municipal bonds.  The Fund invests primarily in investment grade
fixed income securities that, at the time of purchase, are either rated in one
of the three highest rating categories by a major independent agency, or in
unrated securities the Adviser considers of comparable quality.  The Fund, at
times, may invest a substantial percentage of its assets in asset-backed
securities. The Fund may invest up to 15% of its assets in investment grade
fixed income securities rated within the fourth highest rating category.  In the
event that any security is downgraded, the Adviser will determine whether to
hold or sell such security, provided that that Fund will not hold more than 5%
of its net assets in securities that are rated below investment grade (junk-
bonds).  The Fund may invest up to 25% of its total assets in U.S. dollar-
denominated securities of foreign issuers.  The Fund may hold up to 20% of its
total assets in cash or money market instruments in order to maintain liquidity,
or in the event that the Adviser determines that securities meeting the Fund's
investment objective are not otherwise readily available for purchase.

Municipal Bond
--------------

Under normal conditions, the Fund invests at least 80% of net assets in
municipal securities which pay interest exempt from federal income tax and at
least 65% of total assets in municipal bonds. There is no restriction on the
percentage of assets that may be invested in obligations the interest on which
is a preference item for purposes of the federal alternative minimum tax. The
Fund may invest 25% or more of its total assets in private activity and
industrial development bonds if the interest paid on them is exempt from regular
federal income tax. The Fund invests primarily in investment grade bonds that
are either rated in one of the three highest rating categories by one of the
major independent rating agencies, or in unrated securities that the Adviser
considers of comparable quality. The Fund may invest up to 15% of its assets in
investment grade bonds that are rated in the fourth highest category. In the
event that any security is downgraded, the Adviser will determine whether to
hold or sell such security, provided that that Fund will not hold more than 5%
of its net assets in securities that are rated below investment grade (junk-
bonds). Up to 20% of the Fund's total assets may be invested in certain taxable
securities in order to maintain liquidity. Securities may be purchased on a
when-issued basis.

Short-Term Municipal Bond
-------------------------

                                   Page -4-
<PAGE>

Under normal conditions, the Fund invests at least 80% of net assets in
municipal securities which pay interest exempt from federal income tax and at
least 65% of total assets in municipal bonds. There is no restriction on the
percentage of assets that may be invested in obligations the interest on which
is a preference item for purposes of the federal alternative minimum tax. The
Fund may invest 25% or more of its total assets in private activity and
industrial development bonds if the interest paid on them is exempt from regular
federal income tax. The Fund invests primarily in investment grade bonds that
are either rated in one of the three highest rating categories by one of the
major independent rating agencies, or in unrated securities that the Adviser
considers of comparable quality. The Fund may invest up to 15% of its assets in
investment grade bonds that are rated in the fourth highest category. In the
event that any security is downgraded, the Adviser will determine whether to
hold or sell such security, provided that that Fund will not hold more than 5%
of its net assets in securities that are rated below investment grade (junk-
bonds). Up to 20% of the Fund's total assets may be invested in certain taxable
securities in order to maintain liquidity. Securities may be purchased on a
when-issued basis.

Total Return Bond
-----------------

Under normal conditions, the Fund invests at least 65% of its total assets in
U.S.-dollar denominated investment grade fixed income securities. The remainder
of the Fund's assets may be invested in fixed income securities of foreign
issuers, below investment grade fixed income securities (high yield bonds) of
U.S. and foreign issuers, including high yield bonds of issuers in countries
with new or emerging securities markets, or, to maintain liquidity, in cash or
money market instruments. The Fund may invest up to 25% of its total assets in
foreign investment grade fixed income securities. The Fund may invest up to 17%
of its assets in below investment grade fixed income securities of U.S. and
foreign issuers. The Fund may also invest up to 7% of its assets in high yield
bonds of issuers in countries with new or emerging securities markets. The Fund
may invest up to 35% of its assets in securities denominated in a foreign
currency. We may also use various instruments commonly known as "derivatives" as
secondary investments. In particular, the Fund may use forward currency
transactions and currency options.

High Yield Bond
---------------

Under normal conditions, the Fund invests at least 65% of its total assets in
U.S. dollar-denominated domestic and foreign below investment grade bonds (junk
bonds) including those in countries with new or emerging securities markets. The
Fund's investments in these securities may be of any credit quality and may
include securities not paying interest currently, zero coupon bonds, pay-in-kind
securities and securities in default. The Fund may invest up to 10% of its total
assets in non-U.S. dollar-denominated, below investment grade securities. The
Fund may also invest up to 35% of its total assets in cash or money market
instruments in order to maintain liquidity, or in the event that the portfolio
manager determines that securities meeting the Fund's investment objectives are
not otherwise readily available for purchase.

Smaller Companies
-----------------

Under normal conditions, the Fund invests at least 65% of its total assets in
the equity and equity related securities of U.S. small capitalization companies.
The Adviser defines the small

                                   Page -5-
<PAGE>

capitalization equity securities universe as the bottom 20% of the total
domestic equity market capitalization (at the time of investment) using a
minimum market capitalization of $10 million. Up to 35% of the Fund's total
assets may be invested in investment grade fixed income securities, securities
of medium and large capitalization companies and in cash. Up to 5% of the Fund's
net assets may be invested in the securities of foreign issuers.

Micro Cap
---------

Under normal conditions, the Fund invests at least 65% of its total assets in
the common stocks of U.S. micro capitalization companies and securities
convertible into such stocks. The Adviser defines the Micro Capitalization
equity universe as the bottom 5% of the total domestic equity market
capitalization (at the time of investment) using a minimum market capitalization
of $10 million. Up to 25% of the Fund's total assets may be invested in the
securities of foreign companies that would be considered in the bottom 5% in
terms of market capitalization in the U.S. equity market. The Fund may invest up
to 35% of its assets in high quality debt instruments and money market
instruments with remaining maturities of one year or less, including repurchase
agreements. In addition, the Fund may invest up to 5% of its net assets in non-
convertible bonds and preferred stocks that are considered high quality.

FIXED INCOME SECURITIES

GENERAL. Each Fund may invest in fixed income securities. In periods of
declining interest rates, the yield (income from portfolio investments over a
stated period of time) of a Fund that invests in fixed income securities may
tend to be higher than prevailing market rates, and in periods of rising
interest rates, the yield of the Fund may tend to be lower. Also, when interest
rates are falling, the inflow of net new money to such a Fund will likely be
invested in portfolio instruments producing lower yields than the balance of the
Fund's portfolio, thereby reducing the yield of the Fund. In periods of rising
interest rates, the opposite can be true. The net asset value of a Fund
investing in fixed income securities can generally be expected to change as
general levels of interest rates fluctuate. The value of fixed income securities
in a Fund's portfolio generally varies inversely with changes in interest rates.
Prices of fixed income securities with longer effective maturities are more
sensitive to interest rate changes than those with shorter effective maturities.

PRIVATE ACTIVITY AND INDUSTRIAL DEVELOPMENT BONDS. Each of the Funds other than
the Equity Funds may invest in private activity and industrial development
bonds, which are obligations issued by or on behalf of public authorities to
raise money to finance various privately owned or operated facilities for
business and manufacturing, housing, sports and pollution control. These bonds
are also used to finance public facilities such as airports, mass transit
systems, ports, parking or sewage or solid waste disposal facilities, as well as
certain other facilities or projects. The payment of the principal and interest
on such bonds is generally dependent solely on the ability of the facility's
user to meet its financial obligations and the pledge, if any, of real and
personal property so financed as security for such payment.

PUT BONDS. Each of the Funds other than the Equity Funds may invest in "put"
bonds, which are tax exempt securities (including securities with variable
interest rates) that may be sold back to the issuer of the security at face
value at the option of the holder prior to their stated maturity.

                                   Page -6-
<PAGE>

The Adviser intends to purchase only those "put" bonds for which the put option
is an integral part of the security as originally issued. The option to "put"
the bond back to the issuer prior to the stated final maturity can cushion the
price decline of the bond in a rising interest rate environment. However, the
premium paid, if any, for an option to put will have the effect of reducing the
yield otherwise payable on the underlying security. For the purpose of
determining the "maturity" of securities purchased subject to an option to put,
and for the purpose of determining the dollar weighted average maturity of a
Fund holding such securities, the Fund will consider "maturity" to be the first
date on which it has the right to demand payment from the issuer of the put
although the final maturity of the security is later than such date.

U.S. GOVERNMENT SECURITIES. The Funds may invest in obligations issued or
guaranteed as to both principal and interest by the U.S. Government, its
agencies, instrumentalities or sponsored enterprises ("U.S. Government
securities"). Some U.S. Government securities, such as U.S. Treasury bills,
notes and bonds, are supported by the full faith and credit of the United
States. Others, such as obligations issued or guaranteed by U.S. Government
agencies or instrumentalities are supported either by (i) the full faith and
credit of the U.S. Government (such as securities of the Small Business
Administration), (ii) the right of the issuer to borrow from the U.S. Treasury
(such as securities of the Federal Home Loan Banks), (iii) the discretionary
authority of the U.S. Government to purchase the agency's obligations (such as
securities of the Federal National Mortgage Association), or (iv) only the
credit of the issuer. No assurance can be given that the U.S. Government will
provide financial support to U.S. Government agencies or instrumentalities in
the future.

Each of the Funds other than the Equity Funds may also invest in separately
traded principal and interest components of securities guaranteed or issued by
the U.S. Government or its agencies, instrumentalities or sponsored enterprises
if such components are traded independently under the Separate Trading of
Registered Interest and Principal of Securities program ("STRIPS") or any
similar program sponsored by the U.S. Government. STRIPS are sold as zero coupon
securities. See "Zero Coupon Securities."

CUSTODIAL RECEIPTS. Custodial receipts are interests in separately traded
interest and principal component parts of U.S. Government securities that are
issued by banks or brokerage firms and are created by depositing U.S. Government
securities into a special account at a custodian bank. The custodian holds the
interest and principal payments for the benefit of the registered owners of the
certificates or receipts. The custodian arranges for the issuance of the
certificates or receipts evidencing ownership and maintains the register.
Custodial receipts include Treasury Receipts ("TRs"), Treasury Investment Growth
Receipts ("TIGRs"), and Certificates of Accrual on Treasury Securities ("CATS").
TIGRs and CATS are interests in private proprietary accounts while TRs and
STRIPS (see "U.S. Government securities" above) are interests in accounts
sponsored by the U.S. Treasury. Receipts are sold as zero coupon securities; for
more information, see "Zero Coupon Securities."

Each of the Funds other than the Equity Funds and the Municipal Funds may
acquire U.S. Government securities and their unmatured interest coupons that
have been separated ("stripped") by their holder, typically a custodian bank or
investment brokerage firm. Having separated the interest coupons from the
underlying principal of the U.S. Government securities, the holder will resell
the stripped securities in custodial receipt programs with a number of

                                   Page -7-
<PAGE>

different names, including TIGRs, and CATS. The stripped coupons are sold
separately from the underlying principal, which is usually sold at a deep
discount because the buyer receives only the right to receive a future fixed
payment on the security and does not receive any rights to periodic interest
(cash) payments. The underlying U.S. Treasury bonds and notes themselves are
generally held in book-entry form at a Federal Reserve Bank. Counsel to the
underwriters of these certificates or other evidences of ownership of U.S.
Treasury securities have stated that, in their opinion, purchasers of the
stripped securities most likely will be deemed the beneficial holders of the
underlying U.S. Government securities for federal tax and securities purposes.
In the case of CATS and TIGRS, the Internal Revenue Service ( the "IRS") has
reached this conclusion for the purpose of applying the tax diversification
requirements applicable to regulated investment companies such as the Funds.
CATS and TIGRS are not considered U.S. Government securities by the staff of the
Commission. Further, the IRS conclusion noted above is contained only in a
general counsel memorandum, which is an internal document of no precedential
value or binding effect, and a private letter ruling, which also may not be
relied upon by the Funds. The Trust is not aware of any binding legislative,
judicial or administrative authority on this issue.

ZERO COUPON SECURITIES. STRIPS and custodial receipts (TRs, TIGRs and CATS) are
sold as zero coupon securities, that is, fixed income securities that have been
stripped of their unmatured interest coupons. Zero coupon securities are sold at
a (usually substantial) discount and redeemed at face value at their maturity
date without interim cash payments of interest or principal. The amount of this
discount is accreted over the life of the security, and the accretion
constitutes the income earned on the security for both accounting and tax
purposes. Because a Fund must distribute the accreted amounts in order to
qualify for favorable tax treatment, it may have to sell portfolio securities to
generate cash to satisfy the applicable distribution requirements. Because of
these features, the market prices of zero coupon securities are generally more
volatile than the market prices of securities that have similar maturity but
that pay interest periodically. Zero coupon securities are likely to respond to
a greater degree to interest rate changes than are non-zero coupon securities
with similar maturity and credit qualities.

VARIABLE AND FLOATING RATE INSTRUMENTS. Each of the Funds other than the Equity
Funds may invest in variable or floating rate instruments and variable rate
demand instruments, including variable amount master demand notes. These
instruments will normally involve industrial development or revenue bonds that
provide that the rate of interest is set as a specific percentage of a
designated base rate (such as the prime rate) at a major commercial bank. In
addition, the interest rate on these securities may be reset daily, weekly or on
some other reset period and may have a floor or ceiling on interest rate
changes. A Fund holding such an instrument can demand payment of the obligation
at all times or at stipulated dates on short notice (not to exceed 30 days) at
par plus accrued interest.

Debt instruments purchased by a Fund may be structured to have variable or
floating interest rates. These instruments may include variable amount master
demand notes that permit the indebtedness to vary in addition to providing for
periodic adjustments in the interest rates. The Adviser will consider the
earning power, cash flows and other liquidity ratios of the issuers and
guarantors of such instruments and, if the instrument is subject to a demand
feature, will continuously monitor their financial ability to meet payment on
demand. Where necessary to ensure that a variable or floating rate instrument is
equivalent to the quality standards applicable

                                   Page -8-
<PAGE>

to a Fund's fixed income investments, the issuer's obligation to pay the
principal of the instrument will be backed by an unconditional bank letter or
line of credit, guarantee or commitment to lend. Any bank providing such a bank
letter, line of credit, guarantee or loan commitment will meet the Fund's
investment quality standards relating to investments in bank obligations. The
Adviser will also continuously monitor the creditworthiness of issuers of such
instruments to determine whether a Fund should continue to hold the investments.

The absence of an active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and a Fund could
suffer a loss if the issuer defaults or during periods in which a Fund is not
entitled to exercise its demand rights.

Variable and floating rate instruments held by a Fund will be subject to the
Fund's limitation on investments in illiquid securities when a reliable trading
market for the instruments does not exist and the Fund may not demand payment of
the principal amount of such instruments within seven days.

YIELDS AND RATINGS. The yields on certain obligations, including the money
market instruments in which each Fund may invest (such as commercial paper and
bank obligations), are dependent on a variety of factors, including general
money market conditions, conditions in the particular market for the obligation,
the financial condition of the issuer, the size of the offering, the maturity of
the obligation and the ratings of the issue. The ratings of Standard and Poor's
Ratings Group ("Standard & Poor's"), Moody's Investor Service, Inc. ("Moody's")
and other recognized rating organizations represent their respective opinions as
to the quality of the obligations they undertake to rate. Ratings, however, are
general and are not absolute standards of quality or value. Consequently,
obligations with the same rating, maturity and interest rate may have different
market prices. See Appendix A for a description of the ratings provided by
Standard & Poor's, Moody's and certain other recognized rating organizations.

Subsequent to its purchase by a Fund, a rated security may cease to be rated or
its rating may be reduced below the minimum rating required for purchase by the
Fund. The Board of Trustees or the Adviser, pursuant to guidelines established
by the Board of Trustees, will consider such an event in determining whether the
Fund should continue to hold the security in accordance with the interests of
the Fund and applicable regulations of the Securities and Exchange Commission
(the "Commission").

LOWER QUALITY DEBT OBLIGATIONS "JUNK-BONDS". High Yield Bond and Total Return
Bond may invest in below investment grade bonds, including securities in
default. These securities are considered speculative and, while generally
offering greater income than investments in higher quality securities, involve
greater risk of loss of principal and income, including the possibility of
default or bankruptcy of the issuers of such securities, and have greater price
volatility, especially during periods of economic uncertainty or change. These
lower quality bonds tend to be affected by economic changes and short-term
corporate and industry developments to a greater extent than higher quality
securities, which react primarily to fluctuations in the general level of
interest rates.

Below investment grade bonds (junk-bonds) will also be affected by the market's
perception of their credit quality, especially during times of adverse
publicity, and the outlook for economic

                                   Page -9-
<PAGE>

growth. In the past, economic downturns or an increase in interest rates have,
under certain circumstances, caused a higher incidence of default by the issuers
of these securities and may do so in the future, especially in the case of
highly leveraged issuers. The market for these lower quality bonds is generally
less liquid than the market for investment grade bonds. Therefore, the Adviser's
judgment may at times play a greater role in valuing these securities than in
the case of investment grade bonds, and it also may be more difficult under
certain adverse market conditions to sell these lower quality securities to meet
redemption requests, to respond to changes in the market, or to determine
accurately a Fund's net asset value.

As discussed above, High Yield Bond and Total Return Bond may invest in high
yielding fixed income securities that are rated lower than Baa by Moody's or BBB
by Standard & Poor's and unrated securities determined to be of comparable
quality. The values of these lower quality securities generally fluctuate more
than those of higher quality securities. In addition, these securities involve a
greater possibility of an adverse change in financial condition affecting the
ability of the issuer to make payments of interest and principal. The Adviser
seeks to reduce these risks through investment analysis and attention to current
developments in interest rates and economic conditions, but there can be no
assurance that the Adviser will be successful in reducing the risks associated
with investments in such securities. To the extent a Fund invests in such lower
quality securities, the achievement of its investment objective may be more
dependent on the Adviser's own credit analysis.

High Yield Bond and Total Return Bond may invest in pay-in-kind (PIK)
securities, which pay interest in either cash or additional securities, at the
issuer's option, for a specified period. In addition, each Fund may invest in
zero coupon bonds. Both of these types of bonds may be more speculative and
subject to greater fluctuations in value than securities which pay interest
periodically and in cash, due to changes in interest rates. A Fund will accrue
income on such investments for tax and accounting purposes, as required, which
is distributable to shareholders and which, because no cash is generally
received at the time of accrual, may require the liquidation of other portfolio
securities to satisfy the Fund's distribution obligations. See "Taxes" below.

The market value of fixed income securities which carry no equity participation
usually reflects yields generally available on securities of similar quality and
type. When such yields decline, the market value of a portfolio already invested
at higher yields can be expected to rise if such securities are protected
against early call. Similarly, when such yields increase, the market value of a
portfolio already invested at lower yields can be expected to decline.

CONVERTIBLE AND PREFERRED SECURITIES

Subject to its investment objectives and policies, each Fund (other than
Municipal Bond and Short-Term Municipal Bond) may invest in convertible
securities, which are ordinarily preferred stock or long-term debt obligations
of an issuer convertible at a stated exchange rate into common stock of the
issuer. The market value of convertible securities tends to decline as interest
rates increase and, conversely, to increase as interest rates decline.
Convertible securities generally offer lower interest or dividend yields than
non-convertible securities of similar quality. However, when the market price of
the common stock underlying a convertible security

                                   Page -10-
<PAGE>

exceeds the conversion price, the price of the convertible security tends to
reflect the value of the underlying common stock. As the market price of the
underlying common stock declines, the convertible security tends to trade
increasingly on a yield basis, and thus may not depreciate to the same extent as
the underlying common stock. Convertible securities generally rank senior to
common stocks in an issuer's capital structure and are consequently of higher
quality and entail less risk than the issuer's common stock. However, the extent
to which such risk is reduced depends in large measure upon the degree to which
the convertible security sells above its value as a fixed income security. The
convertible debt securities in which each Fund may invest are subject to the
same rating criteria and downgrade policy as the Fund's investments in fixed
income securities.

Each Fund (other than Municipal Bond and Short-Term Municipal Bond), subject to
its investment objectives, may purchase preferred stock. Preferred stocks are
equity securities, but possess certain attributes of debt securities and are
generally considered fixed income securities. Holders of preferred stocks
normally have the right to receive dividends at a fixed rate when and as
declared by the issuer's board of directors, but do not participate in other
amounts available for distribution by the issuing corporation. Dividends on the
preferred stock may be cumulative, and in such cases all cumulative dividends
usually must be paid prior to dividend payments to common stockholders. Because
of this preference, preferred stocks generally entail less risk than common
stocks. Upon liquidation, preferred stocks are entitled to a specified
liquidation preference, which is generally the same as the par or stated value,
and are senior in right of payment to common stocks. However, preferred stocks
are equity securities in that they do not represent a liability of the issuer
and therefore do not offer as great a degree of protection of capital or
assurance of continued income as investments in corporate debt securities. In
addition, preferred stocks are subordinated in right of payment to all debt
obligations and creditors of the issuer, and convertible preferred stocks may be
subordinated to other preferred stock of the same issuer.

WARRANTS

Each Equity Fund, High Yield Bond and Total Return Bond may invest in warrants.
Warrants generally entitle the holder to buy a specified number of shares of
common stock at a specified price, which is often higher than the market price
at the time of issuance, for a period of years or in perpetuity. Warrants may be
issued in units with other securities or separately, and may be freely
transferable and traded on exchanges. While the market value of a warrant tends
to be more volatile than that of the securities underlying the warrant, the
market value of a warrant may not necessarily change with that of the underlying
security. A warrant ceases to have value if it is not exercised prior to any
expiration date to which the warrant is subject. The purchase of warrants
involves a risk that a Fund could lose the purchase value of a warrant if the
right to subscribe to additional shares is not exercised prior to the warrant's
expiration. Also, the purchase of warrants involves the risk that the effective
price paid for the warrant added to the subscription price of the related
security may exceed the value of the subscribed security's market price such as
when there is no movement in the level of the underlying security.

                                   Page -11-
<PAGE>

MUNICIPAL SECURITIES

The Municipal Funds and, to a more limited extent, Fixed Income, Short-Term
Fixed Income, High Yield Bond and Total Return Bond may invest in municipal
securities. Municipal securities consist of bonds, notes and other instruments
issued by or on behalf of states, territories and possessions of the United
States (including the District of Columbia) and their political subdivisions,
agencies or instrumentalities, the interest on which is exempt from regular
federal income tax (i.e., excluded from gross income for federal income tax
purposes but not necessarily exempt from the federal alternative minimum tax or
from state and local taxes). Municipal securities may also be issued on a
taxable basis (i.e., the interest on such securities is not exempt from regular
federal income tax).

Municipal securities are often issued to obtain funds for various public
purposes, including the construction of a wide range of public facilities such
as bridges, highways, housing, hospitals, mass transportation, schools, streets
and water and sewer works. Other public purposes for which municipal securities
may be issued include refunding outstanding obligations, obtaining funds for
general operating expenses, and obtaining funds to lend to other public
institutions and facilities. Municipal securities also include "private
activity" or industrial development bonds, which are issued by or on behalf of
public authorities to provide financing aid to acquire sites or construct or
equip facilities within a municipality for privately or publicly owned
corporations.

The two principal classifications of municipal securities are "general
obligations" and "revenue obligations." General obligations are secured by the
issuer's pledge of its full faith and credit for the payment of principal and
interest although the characteristics and enforcement of general obligations may
vary according to the law applicable to the particular issuer. Revenue
obligations, which include, but are not limited to, private activity bonds,
resource recovery bonds, certificates of participation and certain municipal
notes, are not backed by the credit and taxing authority of the issuer and are
payable solely from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source. Nevertheless, the obligations of the issuer may also be
backed by a letter of credit, guarantee or insurance. General obligations and
revenue obligations may be issued in a variety of forms, including commercial
paper, fixed, variable and floating rate securities, tender option bonds,
auction rate bonds and capital appreciation bonds.

In addition to general obligations and revenue obligations, there is a variety
of hybrid and special types of municipal securities. There are also numerous
differences in the credit backing of municipal securities both within and
between these two principal classifications.

For the purpose of applying a Fund's investment restrictions, the identification
of the issuer of a municipal security which is not a general obligation is made
by the Adviser based on the characteristics of the municipal security, the most
important of which is the source of funds for the payment of principal and
interest on such securities.

An entire issue of municipal securities may be purchased by one or a small
number of institutional investors such as a Fund. Thus, the issue may not be
said to be publicly offered. Unlike some securities that are not publicly
offered, a secondary market exists for many

                                   Page -12-
<PAGE>

municipal securities that were not publicly offered initially and such
securities can be readily marketable.

The obligations of an issuer to pay the principal of and interest on a municipal
security are subject to the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the Federal Bankruptcy
Act, and laws, if any, that may be enacted by Congress or state legislatures
extending the time for payment of principal or interest or imposing other
constraints upon the enforcement of such obligations. There is also the
possibility that, as a result of litigation or other conditions, the power or
ability of the issuer to pay when due principal of or interest on a municipal
security may be materially affected.

MUNICIPAL LEASES, CERTIFICATES OF PARTICIPATION AND OTHER PARTICIPATION
INTERESTS. A municipal lease is an obligation in the form of a lease or
installment purchase contract which is issued by a state or local government to
acquire equipment and facilities. Income from such obligations is generally
exempt from state and local taxes in the state of issuance (as well as regular
Federal income tax). Municipal leases frequently involve special risks not
normally associated with general obligation or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title to the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. Thus, a Fund's
investment in municipal leases will be subject to the special risk that the
governmental issuer may not appropriate funds for lease payments.

In addition, such leases or contracts may be subject to the temporary abatement
of payments in the event the issuer is prevented from maintaining occupancy of
the leased premises or utilizing the leased equipment. Although the obligations
may be secured by the leased equipment or facilities, the disposition of the
property in the event of nonappropriation or foreclosure might prove difficult,
time consuming and costly, and result in an unsatisfactory or delayed recoupment
of a Fund's original investment.

Certificates of participation represent undivided interests in municipal leases,
installment purchase contracts or other instruments. The certificates are
typically issued by a trust or other entity which has received an assignment of
the payments to be made by the state or political subdivision under such leases
or installment purchase contracts.

Certain municipal lease obligations and certificates of participation may be
deemed illiquid for the purpose of the Funds' respective limitations on
investments in illiquid securities. Other municipal lease obligations and
certificates of participation acquired by a Fund may be determined by the
Adviser, pursuant to guidelines adopted by the Trustees of the Trust, to be
liquid securities for the purpose of such Fund's limitation on investments in
illiquid securities. In determining the liquidity of municipal lease obligations
and certificates of participation, the Adviser will consider a variety of
factors including: (1) the willingness of dealers to bid for the security; (2)
the number of dealers willing to purchase or sell the obligation and the number
of

                                   Page -13-
<PAGE>

other potential buyers; (3) the frequency of trades or quotes for the
obligation; and (4) the nature of the marketplace trades. In addition, the
Adviser will consider factors unique to particular lease obligations and
certificates of participation affecting the marketability thereof. These include
the general creditworthiness of the issuer, the importance to the issuer of the
property covered by the lease and the likelihood that the marketability of the
obligation will be maintained throughout the time the obligation is held by a
Fund. No Fund may invest more than 5% of its net assets in municipal leases.

Each of the Funds other than the Equity Funds may purchase participations in
municipal securities held by a commercial bank or other financial institution.
Such participations provide a Fund with the right to a pro rata undivided
interest in the underlying municipal securities. In addition, such
participations generally provide a Fund with the right to demand payment, on not
more than seven days notice, of all or any part of the Fund's participation
interest in the underlying municipal security, plus accrued interest.

MUNICIPAL NOTES. Municipal securities in the form of notes generally are used to
provide for short-term capital needs, in anticipation of an issuer's receipt of
other revenues or financing, and typically have maturities of up to three years.
Such instruments may include Tax Anticipation Notes, Revenue Anticipation Notes,
Bond Anticipation Notes, Tax and Revenue Anticipation Notes and Construction
Loan Notes. Tax Anticipation Notes are issued to finance the working capital
needs of governments. Generally, they are issued in anticipation of various tax
revenues, such as income, sales, property, use and business taxes, and are
payable from these specific future taxes. Revenue Anticipation Notes are issued
in expectation of receipt of other kinds of revenue, such as federal revenues
available under federal revenue sharing programs. Bond Anticipation Notes are
issued to provide interim financing until long-term bond financing can be
arranged. In most cases, the long-term bonds then provide the funds needed for
repayment of the notes. Tax and Revenue Anticipation Notes combine the funding
sources of both Tax Anticipation Notes and Revenue Anticipation Notes.
Construction Loan Notes are sold to provide construction financing. These notes
are secured by mortgage notes insured by the Federal Housing Authority; however,
the proceeds from the insurance may be less than the economic equivalent of the
payment of principal and interest on the mortgage note if there has been a
default. The obligations of an issuer of municipal notes are generally secured
by the anticipated revenues from taxes, grants or bond financing. An investment
in such instruments, however, presents a risk that the anticipated revenues will
not be received or that such revenues will be insufficient to satisfy the
issuer's payment obligations under the notes or that refinancing will be
otherwise unavailable.

TAX-EXEMPT COMMERCIAL PAPER. Issues of tax-exempt commercial paper typically
represent short-term, unsecured, negotiable promissory notes. These obligations
are issued by state and local governments and their agencies to finance working
capital needs of municipalities or to provide interim construction financing and
are paid from general revenues of municipalities or are refinanced with long-
term debt. In most cases, tax-exempt commercial paper is backed by letters of
credit, lending agreements, note repurchase agreements or other credit facility
agreements offered by banks or other institutions.

PRE-REFUNDED MUNICIPAL SECURITIES. The principal of and interest on municipal
securities that have been pre-refunded are no longer paid from the original
revenue source for the

                                   Page -14-
<PAGE>

securities. Instead, after pre-refunding the source of such payments of the
principal of and interest on these securities are typically paid from an escrow
fund consisting of obligations issued or guaranteed by the U.S. Government. The
assets in the escrow fund are derived from the proceeds of refunding bonds
issued by the same issuer as the pre-refunded municipal securities. Issuers of
municipal securities use this advance refunding technique to obtain more
favorable terms with respect to securities that are not yet subject to call or
redemption by the issuer. For example, advance refunding enables an issuer to
refinance debt at lower market interest rates, restructure debt to improve cash
flow or eliminate restrictive covenants in the indenture or other governing
instrument for the pre-refunded municipal securities. However, except for a
change in the revenue source from which principal and interest payments are
made, the pre-refunded municipal securities remain outstanding on their original
terms until they mature or are redeemed by the issuer. Pre-refunded municipal
securities are usually purchased at a price which represents a premium over
their face value.

TENDER OPTION BONDS. A tender option bond is a municipal security (generally
held pursuant to a custodial arrangement) having a relatively long maturity and
bearing interest at a fixed rate substantially higher than prevailing short-term
tax-exempt rates. The bond is typically issued in conjunction with the agreement
of a third party, such as a bank, broker-dealer or other financial institution,
pursuant to which such institution grants the security holders the option, at
periodic intervals, to tender their securities to the institution and receive
the face value thereof.

As consideration for providing the option, the financial institution receives
periodic fees equal to the difference between the bond's fixed coupon rate and
the rate, as determined by a remarketing or similar agent at or near the
commencement of such period, that would cause the securities, coupled with the
tender option, to trade at par on the date of such determination. Thus, after
payment of this fee, the security holder effectively holds a demand obligation
that bears interest at the prevailing short-term tax-exempt rate.

However, an institution will not be obligated to accept tendered bonds in the
event of certain defaults or a significant downgrade in the credit rating
assigned to the issuer of the bond. The liquidity of a tender option bond is a
function of the credit quality of both the bond issuer and the financial
institution providing liquidity. Tender option bonds are deemed to be liquid
unless, in the opinion of the Adviser, the credit quality of the bond issuer and
the financial institution is deemed, in light of the Fund's credit quality
requirements, to be inadequate. Each Municipal Fund intends to invest only in
tender option bonds the interest on which will, in the opinion of bond counsel,
counsel for the issuer of interests therein or counsel selected by the Adviser,
be exempt from regular federal income tax. However, because there can be no
assurance that the IRS will agree with such counsel's opinion in any particular
case, there is a risk that a Municipal Fund will not be considered the owner of
such tender option bonds and thus will not be entitled to treat such interest as
exempt from such tax. Additionally, the federal income tax treatment of certain
other aspects of these investments, including the proper tax treatment of tender
option bonds and the associated fees, in relation to various regulated
investment company tax provisions is unclear. Each Municipal Fund intends to
manage its portfolio in a manner designed to eliminate or minimize any adverse
impact from the tax rules applicable to these investments.

AUCTION RATE SECURITIES. Auction rate securities consist of auction rate
municipal securities and auction rate preferred securities issued by closed-end
investment companies that

                                   Page -15-
<PAGE>

invest primarily in municipal securities. Provided that the auction mechanism is
successful, auction rate securities usually permit the holder to sell the
securities in an auction at par value at specified intervals. The dividend is
reset by "Dutch" auction in which bids are made by broker-dealers and other
institutions for a certain amount of securities at a specified minimum yield.
The dividend rate set by the auction is the lowest interest or dividend rate
that covers all securities offered for sale. While this process is designed to
permit auction rate securities to be traded at par value, there is the risk that
an auction will fail due to insufficient demand for the securities.

Dividends on auction rate preferred securities issued by a closed-end fund may
be designated as exempt from federal income tax to the extent they are
attributable to tax-exempt interest income earned by the fund on the securities
in its portfolio and distributed to holders of the preferred securities,
provided that the preferred securities are treated as equity securities for
federal income tax purposes and the closed-end fund complies with certain
requirements under the Internal Revenue Code of 1986, as amended (the "Code").
For purposes of complying with the 20% limitation on each Municipal Fund's
investments in taxable investments, auction rate preferred securities will be
treated as taxable investments unless substantially all of the dividends on such
securities are expected to be exempt from regular federal income taxes.

A Fund's investments in auction rate preferred securities of closed-end funds
are subject to limitations on investments in other U.S. registered investment
companies, which limitations are prescribed by the 1940 Act. These limitations
include prohibitions against acquiring more than 3% of the voting securities of
any other such investment company, and investing more than 5% of the Fund's
assets in securities of any one such investment company or more than 10% of its
assets in securities of all such investment companies. A Fund will indirectly
bear its proportionate share of any management fees paid by such closed-end
funds in addition to the advisory fee payable directly by the Fund.

PRIVATE ACTIVITY BONDS. Certain types of municipal securities, generally
referred to as industrial development bonds (and referred to under current tax
law as private activity bonds), are issued by or on behalf of public authorities
to obtain funds for privately-operated housing facilities, airport, mass transit
or port facilities, sewage disposal, solid waste disposal or hazardous waste
treatment or disposal facilities and certain local facilities for water supply,
gas or electricity. Other types of industrial development bonds, the proceeds of
which are used for the construction, equipment, repair or improvement of
privately operated industrial or commercial facilities, may constitute municipal
securities, although the current federal tax laws place substantial limitations
on the size of such issues. The interest from certain private activity bonds
owned by a Fund (including a Municipal Fund's distributions attributable to such
interest) may be a preference item for purposes of the alternative minimum tax.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

GENERAL. Fixed Income, Short-Term Fixed Income, High Yield Bond, Total Return
Bond and, to a more limited extent, the Municipal Funds may invest in mortgage-
backed securities, which represent direct or indirect participations in, or are
collateralized by and payable from, mortgage loans secured by real property.
Fixed Income, Short-Term Fixed Income, High Yield Bond and Total Return Bond may
also invest in asset-backed securities, which represent participations in, or
are secured by and payable from, assets such as motor vehicle installment

                                   Page -16-
<PAGE>

sales, installment loan contracts, leases of various types of real and personal
property and receivables from revolving credit (credit card) agreements and
other categories of receivables. Such securities are generally issued by trusts
and special purpose corporations.

Mortgage-backed and asset-backed securities are often subject to more rapid
repayment than their stated maturity date would indicate as a result of the
pass-through of prepayments of principal on the underlying loans. During periods
of declining interest rates, prepayment of loans underlying mortgage-backed and
asset-backed securities can be expected to accelerate, and thus impair a Fund's
ability to reinvest the returns of principal at comparable yields. Accordingly,
the market values of such securities will vary with changes in market interest
rates generally and in yield differentials among various kinds of U.S.
Government securities and other mortgage-backed and asset-backed securities.
Asset-backed securities present certain risks that are not presented by
mortgage-backed securities because asset-backed securities generally do not have
the benefit of a security interest in collateral that is comparable to mortgage
assets. In addition, there is the possibility that, in some cases, recoveries on
repossessed collateral may not be available to support payments on these
securities. Many mortgage and asset-backed securities may be considered
derivative instruments.

MORTGAGE-BACKED. Each of the Funds other than the Equity Funds may invest in
mortgage-backed securities, including derivative instruments. Mortgage-backed
securities represent direct or indirect participations in or obligations
collateralized by and payable from mortgage loans secured by real property. A
Fund may invest in mortgage-backed securities issued or guaranteed by U.S.
Government agencies or instrumentalities such as the Government National
Mortgage Association ("GNMA"), the Federal National Mortgage Association
("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"). Obligations
of GNMA are backed by the full faith and credit of the U.S. Government.
Obligations of FNMA and FHLMC are not backed by the full faith and credit of the
U.S. Government but are considered to be of high quality since they are
considered to be instrumentalities of the United States. The market value and
yield of these mortgage-backed securities can vary due to market interest rate
fluctuations and early prepayments of underlying mortgages. These securities
represent ownership in a pool of Federally insured mortgage loans with a maximum
maturity of 30 years. The scheduled monthly interest and principal payments
relating to mortgages in the pool will be "passed through" to investors.
Government mortgage-backed securities differ from conventional bonds in that
principal is paid back to the certificate holders over the life of the loan
rather than at maturity. As a result, there will be monthly scheduled payments
of principal and interest.

Only Fixed Income, Short-Term Fixed Income, High Yield Bond and Total Return
Bond may invest in mortgage-backed securities issued by non-governmental
entities including collateralized mortgage obligations ("CMOs") and real estate
mortgage investment conduits ("REMICs"). CMOs are securities collateralized by
mortgages, mortgage pass-throughs, mortgage pay-through bonds (bonds
representing an interest in a pool of mortgages where the cash flow generated
from the mortgage collateral pool is dedicated to bond repayment), and mortgage-
backed bonds (general obligations of the issuers payable out of the issuers'
general funds and additionally secured by a first lien on a pool of single
family detached properties). Many CMOs are issued with a number of classes or
series which have different maturities and are retired in sequence. Investors
purchasing such CMOs in the shortest maturities receive or are

                                   Page -17-
<PAGE>

credited with their pro rata portion of the unscheduled prepayments of principal
up to a predetermined portion of the total CMO obligation. Until that portion of
such CMO obligation is repaid, investors in the longer maturities receive
interest only. Accordingly, the CMOs in the longer maturity series are less
likely than other mortgage pass-throughs to be prepaid prior to their stated
maturity. Although some of the mortgages underlying CMOs may be supported by
various types of insurance, and some CMOs may be backed by GNMA certificates or
other mortgage pass-throughs issued or guaranteed by U.S. Government agencies or
instrumentalities, the CMOs themselves are not generally guaranteed.

REMICs are private entities formed for the purpose of holding a fixed pool of
mortgages secured by an interest in real property. REMICs are similar to CMOs in
that they issue multiple classes of securities, including "regular" interests
and "residual" interests. The Funds do not intend to acquire residual interests
in REMICs under current tax law, due to certain disadvantages for regulated
investment companies that acquire such interests. Mortgage-backed securities are
subject to unscheduled principal payments representing prepayments on the
underlying mortgages. Although these securities may offer yields higher than
those available from other types of securities, mortgage-backed securities may
be less effective than other types of securities as a means of "locking in"
attractive long-term rates because of the prepayment feature. For instance, when
interest rates decline, the value of these securities likely will not rise as
much as comparable debt securities due to the prepayment feature. In addition,
these prepayments can cause the price of a mortgage-backed security originally
purchased at a premium to decline in price to its par value, which may result in
a loss.

Due to prepayments of the underlying mortgage instruments, mortgage-backed
securities do not have a known actual maturity. In the absence of a known
maturity, market participants generally refer to an estimated average life. The
Adviser believes that the estimated average life is the most appropriate measure
of the maturity of a mortgage-backed security. Accordingly, in order to
determine whether such security is a permissible investment, it will be deemed
to have a remaining maturity of three years or less if the average life, as
estimated by the Adviser, is three years or less at the time of purchase of the
security by a Fund. An average life estimate is a function of an assumption
regarding anticipated prepayment patterns. The assumption is based upon current
interest rates, current conditions in the relevant housing markets and other
factors. The assumption is necessarily objective, and thus different market
participants could produce somewhat different average life estimates with regard
to the same security. Although the Adviser will monitor the average life of the
portfolio securities of each Fund with a portfolio maturity policy and make
needed adjustments to comply with such Funds' policy as to average dollar
weighted portfolio maturity, there can be no assurance that the average life of
portfolio securities as estimated by the Adviser will be the actual average life
of such securities.

Each of Total Return Bond, Fixed Income and Short-Term Fixed Income, may at
times, invest a significant percentage of its assets in CMOs.

ASSET-BACKED SECURITIES. Fixed Income, Short-Term Fixed Income, High Yield Bond
and Total Return Bond may invest in asset-backed securities, which represent
participations in, or are secured by and payable from, pools of assets including
company receivables, truck and auto loans, leases and credit card receivables.
The asset pools that back asset-backed securities are securitized through the
use of privately-formed trusts or special purpose corporations.

                                   Page -18-
<PAGE>

Payments or distributions of principal and interest may be guaranteed up to
certain amounts and for a certain time period by a letter of credit or a pool
insurance policy issued by a financial institution unaffiliated with the trust
or corporation, or other credit enhancements may be present. Certain asset
backed securities may be considered derivative instruments. Short-Term Fixed
Income may, at times, invest a significant percentage of its assets in asset-
backed securities.

SECURITIES OF FOREIGN ISSUERS

FOREIGN SECURITIES. Subject to their respective investment objectives and
policies, each of the Funds other than the Municipal Funds may invest in
securities of foreign issuers and supranational entities. While the non-U.S.
investments of the Equity Funds, High Yield Bond and Total Return Bond may be
denominated in any currency, the investments of Fixed Income, Short-Term Fixed
Income in foreign securities may be denominated only in the U.S. dollar. Foreign
securities may offer investment opportunities not available in the United
States, but such investments also involve significant risks not typically
associated with investing in domestic securities. In many foreign countries,
there is less publicly available information about foreign issuers, and there is
less government regulation and supervision of foreign stock exchanges, brokers
and listed companies. Also, in many foreign countries, companies are not subject
to uniform accounting, auditing, and financial reporting standards comparable to
those applicable to domestic issuers. Security trading practices differ and
there may be difficulty in enforcing legal rights outside the United States.
Settlement of transactions in some foreign markets may be delayed or may be less
frequent than in the United States, which could affect the liquidity of the
Funds' portfolios. Additionally, in some foreign countries, there is the
possibility of expropriation or confiscatory taxation, limitations on the
removal of securities, property, or other Fund assets, political or social
instability or diplomatic developments which could affect investments in foreign
securities.

To the extent the investments of the Equity Funds and Total Return Bond are
denominated in foreign currencies, the net asset values of such Funds may be
affected favorably or unfavorably by fluctuations in currency exchange rates and
by changes in exchange control regulations. For example, if the Adviser
increases a Fund's exposure to a foreign currency, and that currency's value
subsequently falls, the Adviser's currency management may result in increased
losses to the Fund. Similarly, if the Adviser hedges a Fund's exposure to a
foreign currency, and that currency's value rises, the Fund will lose the
opportunity to participate in the currency's appreciation. The Equity Funds and
Total Return Bond will incur transaction costs in connection with conversions
between currencies.

FOREIGN GOVERNMENT SECURITIES. The foreign government securities in which each
of the Funds other than the Municipal Funds may invest generally consist of debt
obligations issued or guaranteed by national, state or provincial governments or
similar political subdivisions. Each of the Funds other than the Municipal Funds
may invest in foreign government securities in the form of American Depositary
Receipts. Foreign government securities also include debt securities of
supranational entities. Quasi-governmental and supranational entities include
international organizations designated or supported by governmental entities to
promote economic reconstruction or development and international banking
institutions and related government agencies. Examples include the International
Bank for Reconstruction and

                                   Page -19-
<PAGE>

Development (the "World Bank"), the Japanese Development Bank, the Asian
Development Bank and the InterAmerican Development Bank. Currently, Fixed Income
and Short-Term Fixed Income intend to invest only in obligations issued or
guaranteed by the Asian Development Bank, the Inter-American Development Bank,
the International Bank for Reconstruction and Development (the "World Bank"),
the African Development Bank, the European Coal and Steel Community, the
European Economic Community, the European Investment Bank and the Nordic
Investment Bank. Foreign government securities also include mortgage-related
securities issued or guaranteed by national, state or provincial governmental
instrumentalities, including quasi-governmental agencies.

INVESTMENT IN EMERGING MARKETS

High Yield Bond may invest to varying degrees in one or more countries with
emerging securities markets. These countries are generally located in Latin
America, Europe, the Middle East, Africa and Asia. Political and economic
structures in many of these countries may be undergoing significant evolution
and rapid development, and these countries may lack the social, political and
economic stability characteristics of more developed countries. Certain of these
countries may have in the past failed to recognize private property rights and,
at times, may have nationalized, or expropriated the assets of private
companies. As a result, these risks, including the risk of nationalization or
expropriation of assets, may be heightened. In addition, unanticipated political
or social developments may affect the value of the Fund's investments in these
countries, as well as the availability of additional investments in these
countries. The small size and inexperience of the securities markets in certain
of these countries and the limited volume of trading in securities in these
countries may make the Fund's investments in these countries illiquid and more
volatile than investments in most Western European countries, and the Fund may
be required to establish special custodial or other arrangements before making
certain investments in some of these countries. There may be little financial or
accounting information available with respect to issuers located in certain of
these countries, and may be difficult as a result to assess the value or
prospects of an investment in those countries. The laws of some foreign
countries may limit the Fund's ability to invest in securities of certain
issuers located in those countries.

EQUITY AND EQUITY RELATED SECURITIES

The Funds may invest in common stock, preferred stock, warrants, purchased call
options and other rights to acquire stock. The market value of an equity
security will increase or decrease depending on market conditions. This affects
the value of the shares of a Fund, and the value of your investment. Smaller
Companies will invest at least 60% of its assets directly in stocks.

SMALL AND MICRO CAPITALIZATION COMPANIES

Smaller Companies and Micro Cap invest a significant portion of their assets in
smaller, lesser-known companies which the Adviser believes offer greater growth
potential than larger, more mature, better-known companies. Investing in the
securities of these companies, however, also involves greater risk and the
possibility of greater portfolio price volatility. Among the reasons for the
greater price volatility of these small companies and unseasoned stocks are the
less certain growth prospects of smaller firms, the lower degree of liquidity in
the markets for such

                                   Page -20-
<PAGE>

stocks and the greater sensitivity of small companies to changing economic
conditions in their geographic region. For example, securities of these
companies involve higher investment risk than that normally associated with
larger firms due to the greater business risks of small size and limited product
lines, markets, distribution channels and financial and managerial resources.
Many smaller capitalization companies in which Smaller Companies and Micro Cap
may invest are not well-known to the investing public, do not have significant
institutional ownership and are followed by relatively few securities analysts.
As a result, there may be less publicly available information concerning these
companies than exists for larger capitalization companies. Also, the securities
of smaller capitalization companies traded on the over-the-counter market may
have fewer market makers, wider spreads between their quoted bid and asked
prices and lower trading volumes, resulting in comparatively greater price
volatility and less liquidity than exists for securities of larger
capitalization companies.

CURRENCY MANAGEMENT TECHNIQUES

To the extent that they invest in securities denominated or quoted in foreign
currencies, the Equity Funds and Total Return Bond may enter into forward
currency exchange contracts ("forward contracts") and buy and sell currency
options to hedge against currency exchange rate fluctuations. For the same
purpose, Total Return Bond may also enter into currency swap agreements,
purchase securities indexed to foreign currencies and buy and sell futures
contracts relating to foreign currencies and options on such futures contracts.
The instruments involved in Currency-Related Transactions may be considered
derivative instruments. A Fund may enter into Currency-Related Transactions to
attempt to protect against an anticipated rise in the U.S. dollar price of
securities that it intends to purchase. In addition, a Fund may enter into
Currency-Related Transactions to attempt to protect against the decline in value
of its foreign currency denominated or quoted portfolio securities, or a decline
in the value of anticipated dividends or interest from such securities, due to a
decline in the value of the foreign currency against the U.S. dollar. The
forecasting of currency market movements is extremely difficult and there can be
no assurance that currency hedging strategies will be successful. If the Adviser
is incorrect in its forecast, currency hedging strategies may result in
investment performance worse than if the strategies were not attempted. In
addition, forward contracts and over-the-counter currency options may be
illiquid and are subject to the risk that the counterparty will default on its
obligations.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. Each of the Equity Funds and Total
Return Bond may exchange currencies in the normal course of managing its
investments in foreign securities and may incur costs in doing so because a
foreign exchange dealer will charge a fee for conversion. A Fund may conduct
foreign currency exchange transactions on a "spot" basis (i.e., for prompt
delivery and settlement) at the prevailing spot rate for purchasing or selling
currency in the foreign currency exchange market. A Fund also may enter into
forward foreign currency exchange contracts ("forward currency contracts") or
other contracts to purchase and sell currencies for settlement at a future date.
A foreign exchange dealer, in that situation, will expect to realize a profit
based on the difference between the price at which a foreign currency is sold to
a Fund and the price at which the dealer will cover the purchase in the foreign
currency market. Foreign exchange transactions are entered into at prices quoted
by dealers, which may include a mark-up over the price that the dealer must pay
for the currency.

                                   Page -21-
<PAGE>

A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. These contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no
commissions are generally charged at any stage for trades, but currency dealers
seek to obtain a "spread" or profit on each transaction.

At the maturity of a forward contract, a Fund may either accept or make delivery
of the currency specified in the contract or, at or prior to maturity, enter
into a closing purchase transaction involving the purchase or sale of an
offsetting contract. Closing purchase transactions with respect to forward
contracts are usually effected with the currency trader who is a party to the
original forward contract.

Total Return Bond may use forward currency transactions in an attempt to hedge
against losses, or where possible, to add to investment returns. The Equity
Funds may enter into forward currency contracts only for the following hedging
purposes. First, when a Fund enters into a contract for the purchase or sale of
a security denominated in a foreign currency, or when a Fund anticipates the
receipt in a foreign currency of dividend or interest payments on such a
security which it holds, the Fund may desire to "lock in" the U.S. dollar price
of the security or the U.S. dollar equivalent of such dividend or interest
payment, as the case may be. By entering into a forward contract for the
purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign
currency involved in the underlying transactions, the Fund will attempt to
protect itself against an adverse change in the relationship between the U.S.
dollar and the subject foreign currency during the period between the date on
which the security is purchased or sold, or on which the dividend or interest
payment is declared, and the date on which such payments are made or received.

Additionally, when management of a Fund believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may cause the Fund to enter into a forward contract to sell, for a
fixed amount of U.S. dollars, the amount of foreign currency approximating the
value of some or all of the Fund's portfolio securities denominated in such
foreign currency. The precise matching of the forward contract amounts and the
value of the securities involved will not generally be possible because the
future value of such securities in foreign currencies will change as a
consequence of market movements in the value of those securities between the
date on which the contract is entered into and the date it matures.

Using forward currency contracts in an attempt to protect the value of a Fund's
portfolio securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange which a Fund can achieve at some future point in
time. The precise projection of short-term currency market movements is not
possible, and short-term hedging provides a means of fixing the dollar value of
only a portion of a Fund's foreign assets.

A Fund's custodian will place cash or liquid securities into a segregated
account of the Fund in an amount equal to the value of the Fund's total assets
committed to the consummation of forward currency contracts requiring the Fund
to purchase foreign currencies. If the value of the

                                   Page -22-
<PAGE>

securities placed in the segregated account declines, additional cash or liquid
securities will be placed in the account on a daily basis so that the value of
the account will equal the amount of a Fund's commitments with respect to such
contracts. The segregated account will be marked-to-market on a daily basis.
Although forward currency contracts are not presently regulated by the Commodity
Futures Trading Commission (the "CFTC"), the CFTC may in the future assert
authority to regulate these contracts. In such event, the Funds' ability to
utilize forward currency contracts may be restricted. In addition, a particular
forward currency contract and assets used to cover such contract may be
illiquid.

A Fund generally will not enter into a forward currency contract with a term of
greater than one year. The forecasting of short-term currency market movements
is extremely difficult and there can be no assurance that short-term hedging
strategies will be successful.

While a Fund will enter into forward currency contracts to reduce currency
exchange rate risks, transactions in such contracts involve certain other risks.
Thus, while a Fund may benefit from currency transactions, unanticipated changes
in currency prices may result in a poorer overall performance for a Fund than if
it had not engaged in any such transactions. Moreover, there may be an imperfect
correlation between a Fund's portfolio holdings of securities denominated in a
particular currency and forward contracts entered into by the Fund. Such
imperfect correlation may cause a Fund to sustain losses which will prevent the
Fund from achieving a complete hedge or expose the Fund to risk of foreign
currency exchange loss. Forward currency contracts may be considered derivative
instruments.

The Equity Funds and Total Return Bond's activities in forward currency exchange
contracts, currency futures contracts and related options and currency options
(see below) may be limited by the requirements of subchapter M of the Code, for
qualification as a regulated investment company.

OPTIONS ON SECURITIES, SECURITIES INDICES AND FOREIGN CURRENCIES

GENERAL. Each Equity Fund, High Yield Bond and Total Return Bond may write
covered put and call options and purchase put and call options. Such options may
relate to particular securities, to various stock indices, or to currencies. The
Funds may write call and put options which are issued by the Options Clearing
Corporation (the "OCC") or which are traded on U.S. and non-U.S. exchanges and
over-the-counter. These instruments may be considered derivative instruments.

WRITTEN OPTIONS. Each Equity Fund, High Yield Bond and Total Return Bond may
write (sell) covered put and call options on securities and enter into related
closing transactions. A Fund may receive fees (referred to as "premiums") for
granting the rights evidenced by the options. However, in return for the premium
for a written call option, the Fund assumes certain risks. For example, in the
case of a written call option, the Fund forfeits the right to any appreciation
in the underlying security while the option is outstanding. A put option gives
to its purchaser the right to compel the Fund to purchase an underlying security
from the option holder at the specified price at any time during the option
period. In contrast, a call option written by the Fund gives to its purchaser
the right to compel the Fund to sell an underlying security to the option holder
at a specified price at any time during the option period. Upon the exercise of
a put

                                   Page -23-
<PAGE>

option written by the Fund, the Fund may suffer a loss equal to the difference
between the price at which the Fund is required to purchase the underlying
security and its market value at the time of the option exercise, less the
premium received for writing the option. All options written by a Fund are
covered. In the case of a call option, this means that the Fund will own the
securities subject to the option or an offsetting call option as long as the
written option is outstanding, or will have the absolute and immediate right to
acquire other securities that are the same as those subject to the written
option. In the case of a put option, this means that the Fund will deposit cash
or liquid securities in a segregated account with the custodian with a value at
least equal to the exercise price of the put option.

PURCHASED OPTIONS. Each Equity Fund, High Yield Bond and Total Return Bond may
also purchase put and call options on securities. A put option entitles a Fund
to sell, and a call option entitles a Fund to buy, a specified security at a
specified price during the term of the option. The advantage to the purchaser of
a call option is that it may hedge against an increase in the price of
securities it ultimately wishes to buy. The advantage to the purchaser of a put
option is that it may hedge against a decrease in the price of portfolio
securities it ultimately wishes to sell.

A Fund may enter into closing transactions in order to offset an open option
position prior to exercise or expiration by selling an option it has purchased
or by entering into an offsetting option. If a Fund cannot effect closing
transactions, it may have to retain a security in its portfolio it would
otherwise sell, or deliver a security it would otherwise retain.

A Fund may purchase and sell options traded on U.S. exchanges and, to the extent
permitted by law, options traded over-the-counter. A Fund may also purchase and
sell options traded on recognized foreign exchanges. There can be no assurance
that a liquid secondary market will exist for any particular option. Over-the-
counter options also involve the risk that a counterparty will fail to meet its
obligation under the option.

OPTIONS ON STOCK INDICES OR CURRENCIES. The Equity Funds may purchase and write
exchange-listed put and call options on stock indices to hedge against risks of
market-wide price movements. A stock index measures the movement of a certain
group of stocks by assigning relative values to the common stocks included in
the index. Examples of well-known stock indices are the Standard & Poor's Index
of 500 Common Stocks and the Wilshire 5000 Index. Options on stock indices are
similar to options on securities. However, because options on stock indices do
not involve the delivery of an underlying security, the option represents the
holder's right to obtain from the writer in cash a fixed multiple of the amount
by which the exercise price exceeds (in the case of a put) or is less than (in
the case of a call) the closing value of the underlying index on the exercise
date. The Equity Funds may also purchase and write put and call options on
currencies.

A call option on a securities index provides the holder with the right to
receive a cash payment upon exercise of the option if the market value of the
underlying index exceeds the option's exercise price. Conversely, a put option
on a securities index provides the holder with the right to receive a cash
payment upon exercise of the option if the market value of the underlying index
is less than the option's exercise price. The amount of any payment to the
option holder will be equal to the difference between the closing price of the
index at the time of exercise and the

                                   Page -24-
<PAGE>

exercise price of the option expressed in U.S. dollars or a foreign currency,
times a specified multiple. A put option on a currency gives its holder the
right to sell an amount (specified in units of the underlying currency) of the
underlying currency at the stated exercise price at any time prior to the
option's expiration. Conversely, a call option on a currency gives its holder
the right to purchase an amount (specified in units of the underlying currency)
of the underlying currency at the stated exercise price at any time prior to the
option's expiration.

When an Equity Fund writes an option on a stock index, it will cover the option
by depositing cash or liquid securities or a combination of both in an amount
equal to the market value of the option, in a segregated account, which will be
marked to market daily, with the Fund's custodian, and will maintain the account
while the option is open. Alternatively, and only in the case of a written call
option on a stock index, the Fund may cover the written option by owning an
offsetting call option. A call option on currency written by a Fund is covered
if the Fund owns an equal amount of the underlying currency.

OTHER CONSIDERATIONS. The Funds will engage in over-the-counter ("OTC") options
only with broker-dealers deemed creditworthy by the Adviser. Closing
transactions in certain options are usually effected directly with the same
broker-dealer that effected the original option transaction. A Fund bears the
risk that the broker- dealer may fail to meet its obligations. There is no
assurance that a Fund will be able to close an unlisted option position.
Furthermore, unlisted options are not subject to the protections afforded
purchasers of listed options by the OCC, which performs the obligations of its
members who fail to do so in connection with the purchase or sale of options.

When a Fund purchases a put option, the premium paid by it is recorded as an
asset of the Fund. When the Fund writes an option, an amount equal to the net
premium (the premium less the commission paid by the Fund) received by the Fund
is included in the liability section of the Fund's statement of assets and
liabilities as a deferred credit. The amount of this asset or deferred credit
will be marked-to-market on an ongoing basis to reflect the current value of the
option purchased or written. The current value of a traded option is the last
sale price or, in the absence of a sale, the average of the closing bid and
asked prices. If an option purchased by the Fund expires unexercised, the Fund
realizes a loss equal to the premium paid. If the Fund enters into a closing
sale transaction on an option purchased by it, the Fund will realize a gain if
the premium received by the Fund on the closing transaction is more than the
premium paid to purchase the option, or a loss if it is less. If an option
written by the Fund expires on the stipulated expiration date or if the Fund
enters into a closing purchase transaction, it will realize a gain (or loss if
the cost of a closing purchase transaction exceeds the net premium received when
the option is sold) and the deferred credit related to such option will be
eliminated. If an option written by the Fund is exercised, the proceeds to the
Fund from the exercise will be increased by the net premium originally received,
and the Fund will realize a gain or loss.

There are several risks associated with transactions in options on securities,
securities indices and currencies. For example, there are significant
differences between the securities markets, currency markets and the
corresponding options markets that could result in imperfect correlations,
causing a given option transaction not to achieve its objectives. In addition, a
liquid secondary market for particular options, whether traded OTC or on a U.S.
or non-U.S. securities exchange may be absent for reasons which include the
following: there may be insufficient

                                   Page -25-
<PAGE>

trading interest in certain options; restrictions may be imposed by an exchange
on opening transactions or closing transactions or both; trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of options or underlying securities; unusual or unforeseen
circumstances may interrupt normal operations on an exchange; the facilities of
an exchange or the OCC may not at all times be adequate to handle current
trading volume; or one or more exchanges could, for economic or other reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a particular class or series of options), in which event the secondary
market on that exchange (or in that class or series of options) would cease to
exist, although outstanding options that had been issued by the OCC as a result
of trades on that exchange would continue to be exercisable in accordance with
their terms.

The hours of trading for options may not conform to the hours during which the
underlying securities and currencies are traded. To the extent that the options
markets close before the markets for the underlying securities and currencies,
significant price and rate movements can take place in the underlying markets
that cannot be reflected in the options markets. The purchase of options is a
highly specialized activity which involves investment techniques and risks
different from those associated with ordinary portfolio securities transactions.

The risks described above also apply to options on futures, which are discussed
below.

FUTURES CONTRACTS AND RELATED OPTIONS

GENERAL. When deemed advisable by the Adviser, each Equity Fund, High Yield Bond
and Total Return Bond may enter into futures contracts and purchase and write
options on futures contracts to hedge against changes in interest rates,
securities prices or currency exchange rates or for certain non-hedging
purposes. The Funds may purchase and sell financial futures contracts, including
stock index futures, and purchase and write related options. A Fund may engage
in futures and related options transactions for hedging and non-hedging purposes
as defined in regulations of the Commodity Futures Trading Commission. A Fund
will not enter into futures contracts or options thereon for non-hedging
purposes, if immediately thereafter, the aggregate initial margin and premiums
required to establish non-hedging positions in futures contracts and options on
futures will exceed 5% of the net asset value of the Fund's portfolio, after
taking into account unrealized profits and losses on any such positions and
excluding the amount by which such options were in-the-money at the time of
purchase. Transactions in futures contracts and options on futures involve
brokerage costs, require margin deposits and, in the case of contracts and
options obligating the Funds to purchase securities, require the Funds to
segregate cash or liquid securities with a value equal to the amount of the
Fund's obligations.

FUTURES CONTRACTS. A futures contract may generally be described as an agreement
between two parties to buy and sell a particular financial instrument for an
agreed price during a designated month (or to deliver the final cash settlement
price, in the case of a contract relating to an index or otherwise not calling
for physical delivery at the end of trading in the contract). Futures contracts
obligate the long or short holder to take or make delivery of a specified
quantity of a commodity or financial instrument, such as a security or the cash
value of a securities index, during a specified future period at a specified
price.

                                   Page -26-
<PAGE>

When interest rates are rising or securities prices are falling, a Fund can seek
to offset a decline in the value of its current portfolio securities through the
sale of futures contracts. When interest rates are falling or securities prices
are rising, a Fund, through the purchase of futures contracts, can attempt to
secure better rates or prices than might later be available in the market when
it effects anticipated purchases.

Positions taken in the futures markets are not normally held to maturity but are
instead liquidated through offsetting transactions which may result in a profit
or a loss. While futures contracts on securities will usually be liquidated in
this manner, the Funds may instead make, or take, delivery of the underlying
securities whenever it appears economically advantageous to do so. A clearing
corporation associated with the exchange on which futures on securities are
traded guarantees that, if still open, the sale or purchase will be performed on
the settlement date.

HEDGING STRATEGIES.  Hedging, by use of futures contracts, seeks to establish
with more certainty the effective price and rate of return on portfolio
securities and securities that a Fund proposes to acquire. A Fund may, for
example, take a "short" position in the futures market by selling futures
contracts in order to hedge against an anticipated rise in interest rates or a
decline in market prices that would adversely affect the value of a Fund's
portfolio securities. Such futures contracts may include contracts for the
future delivery of securities held by a Fund or securities with characteristics
similar to those of the Fund's portfolio securities. If, in the opinion of the
Adviser, there is a sufficient degree of correlation between price trends for a
Fund's portfolio securities and futures contracts based on other financial
instruments, securities indices or other indices, the Fund may also enter into
such futures contracts as part of its hedging strategy. Although under some
circumstances prices of securities in a Fund's portfolio may be more or less
volatile than prices of such futures contracts, the Adviser will attempt to
estimate the extent of this volatility difference based on historical patterns
and compensate for any such differential by having the Fund enter into a greater
or lesser number of futures contracts or by attempting to achieve only a partial
hedge against price changes affecting a Fund's securities portfolio. When
hedging of this character is successful, any depreciation in the value of
portfolio securities will be substantially offset by appreciation in the value
of the futures position. On the other hand, any unanticipated appreciation in
the value of a Fund's portfolio securities would be substantially offset by a
decline in the value of the futures position.

On other occasions, a Fund may take a "long" position by purchasing futures
contracts. This would be done, for example, when a Fund anticipates the
subsequent purchase of particular securities when it has the necessary cash, but
expects the prices then available in the applicable market to be less favorable
than prices that are currently available.

OPTIONS ON FUTURES CONTRACTS.  The acquisition of put and call options on
futures contracts will give a Fund the right (but not the obligation) for a
specified price to sell or to purchase, respectively, the underlying futures
contract at any time during the option period. As the purchaser of an option on
a futures contract, a Fund obtains the benefit of the futures position if prices
move in a favorable direction but limits its risk of loss in the event of an
unfavorable price movement to the loss of the premium and transaction costs.

The writing of a call option on a futures contract generates a premium which may
partially offset a decline in the value of a Fund's assets. By writing a call
option, a Fund becomes obligated, in

                                   Page -27-
<PAGE>

exchange for the premium, to sell a futures contract (if the option is
exercised), which may have a value higher than the exercise price. Conversely,
the writing of a put option on a futures contract generates a premium which may
partially offset an increase in the price of securities that a Fund intends to
purchase. However, a Fund becomes obligated to purchase a futures contract (if
the option is exercised) which may have a value lower than the exercise price.
Thus, the loss incurred by a Fund in writing options on futures is potentially
unlimited and may exceed the amount of the premium received. The Funds will
incur transaction costs in connection with the writing of options on futures.

The holder or writer of an option on a futures contract may terminate its
position by selling or purchasing an offsetting option on the same series. There
is no guarantee that such closing transactions can be effected. A Fund's ability
to establish and close out positions on such options will be subject to the
development and maintenance of a liquid market.

A Fund may use options on futures contracts solely for bona fide hedging or
other non-hedging purposes as described below.

OTHER CONSIDERATIONS.  Each Equity Fund, High Yield Bond and Total Return Bond
will engage in futures and related options transactions only for bona fide
hedging or non-hedging purposes as permitted by CFTC regulations which permit
principals of an investment company registered under the 1940 Act to engage in
such transactions without registering as commodity pool operators. A Fund will
determine that the price fluctuations in the futures contracts and options on
futures used by it for hedging purposes are substantially related to price
fluctuations in securities or instruments held by the Fund or securities or
instruments which it expects to purchase. Except as stated below, a Fund's
futures transactions will be entered into for traditional hedging purposes--
i.e., futures contracts will be sold to protect against a decline in the price
of securities (or the currency in which they are denominated) that a Fund owns
or futures contracts will be purchased to protect a Fund against an increase in
the price of securities (or the currency in which they are denominated) that a
Fund intends to purchase. As evidence of this hedging intent, each Fund expects
that, on 75% or more of the occasions on which it takes a long futures or option
position (involving the purchase of futures contracts), the Fund will have
purchased, or will be in the process of purchasing, equivalent amounts of
related securities (or assets denominated in the related currency) in the cash
market at the time when the futures or option position is closed out. However,
in particular cases, when it is economically advantageous for a Fund to do so, a
long futures position may be terminated or an option may expire without the
corresponding purchase of securities or other assets.

As an alternative to compliance with the bona fide hedging definition, a CFTC
regulation now permits a Fund to elect to comply with a different test under
which the aggregate initial margin and premiums required to establish non-
hedging positions in futures contracts and options on futures will not exceed 5%
of the net asset value of a Fund's portfolio, after taking into account
unrealized profits and losses on any such positions and excluding the amount by
which such options were in-the-money at the time of purchase. A Fund will engage
in transactions in futures contracts and related options only to the extent such
transactions are consistent with the requirements of the Code for maintaining
its qualification as a regulated investment company. See "Taxes."

                                   Page -28-
<PAGE>

A Fund will be required, in connection with transactions in futures contracts
and the writing of options on futures contracts, to make margin deposits, which
will be held by its custodian for the benefit of the futures commission merchant
through whom the Fund engages in such futures and option transactions. These
transactions involve brokerage costs, require margin deposits and, in the case
of futures contracts and options obligating a Fund to purchase securities,
require a Fund to segregate cash or liquid securities in an account maintained
with its custodian to cover such contracts and options.

While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
unanticipated changes in interest rates or securities prices may result in a
poorer overall performance for a Fund than if it had not entered into any
futures contracts or options transactions. The other risks associated with the
use of futures contracts and options thereon are (i) imperfect correlation
between the change in market value of the securities held by a Fund and the
prices of the futures and options and (ii) the possible absence of a liquid
secondary market for a futures contract or option and the resulting inability to
close a futures position prior to its maturity date.

In the event of an imperfect correlation between a futures position and
portfolio position which is intended to be protected, the desired protection may
not be obtained and a Fund may be exposed to risk of loss. The risk of imperfect
correlation may be minimized by investing in contracts whose price behavior is
expected to resemble that of the Fund's underlying securities. The Funds will
attempt to minimize the risk that they will be unable to close out futures
positions by entering into such transactions on a national exchange with an
active and liquid secondary market.

LIMITATIONS AND RISKS ASSOCIATED WITH TRANSACTIONS IN OPTIONS, FUTURES CONTRACTS
AND OPTIONS ON FUTURES CONTRACTS

Options and futures transactions involve (1) liquidity risk that contractual
positions cannot be easily closed out in the event of market changes or
generally in the absence of a liquid secondary market, (2) correlation risk that
changes in the value of hedging positions may not match the securities market
fluctuations intended to be hedged, and (3) market risk that an incorrect
prediction of securities prices by the Adviser may cause the Fund to perform
worse than if such positions had not been taken. The ability to terminate over-
the-counter options is more limited than with exchange traded options and may
involve the risk that the counterparty to the option will not fulfill its
obligations. In accordance with a position taken by the Commission, each Fund
will limit its investments in illiquid securities to 15% of the Fund's net
assets.

Options and futures transactions are highly specialized activities which involve
investment techniques and risks that are different from those associated with
ordinary portfolio transactions. Gains and losses on investments in options and
futures depend on the Adviser's ability to predict the direction of stock prices
and other economic factors. The loss that may be incurred by a Fund in entering
into futures contracts and written options thereon is potentially unlimited.
There is no assurance that higher than anticipated trading activity or other
unforeseen events might not, at times, render certain facilities of an options
clearing entity or other entity performing the regulatory and liquidity
functions of an options clearing entity inadequate, and thereby result in the
institution by an exchange of special procedures which may interfere with the
timely

                                   Page -29-
<PAGE>

execution of customers' orders. Most futures exchanges limit the amount of
fluctuation permitted in a futures contract's prices during a single trading
day. Once the limit has been reached no further trades may be made that day at a
price beyond the limit. The price limit will not limit potential losses, and may
in fact prevent the prompt liquidation of futures positions, ultimately
resulting in further losses.

Except as set forth above under "Futures Contracts and Options on Futures
Contracts", there is no limit on the percentage of the assets of High Yield Bond
or any Equity Fund that may be at risk with respect to futures contracts and
related options. A Fund may not invest more than 25% of its total assets in
purchased protective put options. A Fund's transactions in options, futures
contracts and options on futures contracts may be limited by the requirements
for qualification of the Fund as a regulated investment company for tax
purposes. See "Taxes" below. Options, futures contracts and options on futures
contracts are derivative instruments.

REPURCHASE AGREEMENTS

Each Fund may enter into repurchase agreements. In a repurchase agreement, a
Fund buys a security subject to the right and obligation to sell it back to the
other party at the same price plus accrued interest. The Fund's custodian will
hold the security as collateral for the repurchase agreement. Collateral must be
maintained at a value at least equal to 102% of the repurchase price, but
repurchase agreements involve some credit risk to a Fund if the other party
defaults on its obligation and the Fund is delayed in or prevented from
liquidating the collateral. A Fund will enter into repurchase agreements only
with financial institutions deemed to present minimal risk of bankruptcy during
the term of the agreement based on guidelines established and periodically
reviewed by the Trust's Board of Trustees.

For purposes of the 1940 Act and, generally, for tax purposes, a repurchase
agreement is considered to be a loan from the Fund to the seller of the
obligation. For other purposes, it is not clear whether a court would consider
such an obligation as being owned by the Fund or as being collateral for a loan
by the Fund to the seller. In the event of the commencement of bankruptcy or
insolvency proceedings with respect to the seller of the obligation before its
repurchase, under the repurchase agreement, the Fund may encounter delay and
incur costs before being able to sell the security. Such delays may result in a
loss of interest or decline in price of the obligation.

If the court characterizes the transaction as a loan and the Fund has not
perfected a security interest in the obligation, the Fund may be treated as an
unsecured creditor of the seller and required to return the obligation to the
seller's estate. As an unsecured creditor, the Fund would be at risk of losing
some or all of the principal and income involved in the transaction. As with any
unsecured debt instrument purchased for the Funds, the Adviser seeks to minimize
the risk of loss from repurchase agreements by analyzing the creditworthiness of
the obligor, in this case, the seller of the obligation. In addition to the risk
of bankruptcy or insolvency proceedings, there is the risk that the seller may
fail to repurchase the security. However, if the market value of the obligation
falls below an amount equal to 102% of the repurchase price (including accrued
interest), the seller of the obligation will be required to deliver additional
securities so that the market value of all securities subject to the repurchase
agreement equals or exceeds the repurchase price.

                                   Page -30-
<PAGE>

"WHEN-ISSUED" PURCHASES AND FORWARD COMMITMENTS (DELAYED DELIVERY)

Each Fund may purchase securities on a when-issued, delayed delivery or forward
commitment basis. When these transactions are negotiated, the price of the
securities is fixed at the time of the commitment, but delivery and payment may
take place up to 90 days after the date of the commitment to purchase for equity
securities, and up to 45 days after such date for fixed income securities. When-
issued securities or forward commitments involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date.

These transactions, which involve a commitment by a Fund to purchase or sell
particular securities with payment and delivery taking place at a future date
(perhaps one or two months later), permit the Fund to lock in a price or yield
on a security, regardless of future changes in interest rates. A Fund will
purchase securities on a "when-issued" or forward commitment basis only with the
intention of completing the transaction and actually purchasing the securities.
If deemed appropriate by the Adviser, however, a Fund may dispose of or
renegotiate a commitment after it is entered into, and may sell securities it
has committed to purchase before those securities are delivered to the Fund on
the settlement date. In these cases the Fund may realize a gain or loss, and
distributions attributable to any such gain, including a distribution by a
Municipal Fund, would be taxable to shareholders.

When a Fund agrees to purchase securities on a "when-issued" or forward
commitment basis, the Fund's custodian will set aside cash or liquid securities
equal to the amount of the commitment in a separate account. Normally, the
custodian will set aside portfolio securities to satisfy a purchase commitment,
and in such a case the Fund may be required subsequently to place additional
assets in the separate account in order to ensure that the value of the account
remains equal to the amount of the Fund's commitments. The market value of a
Fund's net assets will generally fluctuate to a greater degree when it sets
aside portfolio securities to cover such purchase commitments than when it sets
aside cash. Because a Fund's liquidity and ability to manage its portfolio might
be affected when it sets aside cash or portfolio securities to cover such
purchase commitments, each Fund expects that its commitments to purchase when-
issued securities and forward commitments will not exceed 33% of the value of
its total assets. When a Fund engages in "when-issued" and forward commitment
transactions, it relies on the other party to the transaction to consummate the
trade. Failure of such party to do so may result in the Fund incurring a loss or
missing an opportunity to obtain a price considered to be advantageous.

The market value of the securities underlying a "when-issued" purchase or a
forward commitment to purchase securities, and any subsequent fluctuations in
their market value, are taken into account when determining the market value of
a Fund starting on the day the Fund agrees to purchase the securities. The Fund
does not earn interest or dividends on the securities it has committed to
purchase until the settlement date.

BORROWING

Each Fund may borrow for temporary or emergency purposes, although borrowings by
Fixed Income and Municipal Bond may not exceed 10% of the value of their
respective total assets. This borrowing may be unsecured. The 1940 Act requires
a Fund to maintain continuous asset

                                   Page -31-
<PAGE>

coverage (that is, total assets including borrowings, less liabilities exclusive
of borrowings) of 300% of the amount borrowed. If the asset coverage should
decline below 300% as a result of market fluctuations or for other reasons, a
Fund will be required to sell some of its portfolio securities within three days
to reduce its borrowings and restore the 300% asset coverage, even though it may
be disadvantageous from an investment standpoint to sell securities at that
time. To limit the potential leveraging effects of a Fund's borrowings, each
Fund other than Fixed Income and Municipal Bond will not make investments while
borrowings are in excess of 5% of total assets. Fixed Income and Municipal Bond
may not make additional investments while they have any borrowings outstanding.
Borrowing generally will exaggerate the effect on net asset value of any
increase or decrease in the market value of the portfolio. Money borrowed will
be subject to interest costs which may or may not be recovered by appreciation
of the securities purchased. A Fund also may be required to maintain minimum
average balances in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these requirements would
increase the cost of borrowing over the stated interest rate. See "Investment
Restrictions."

LENDING PORTFOLIO SECURITIES

Each Fund, other than Fixed Income and Municipal Bond, may lend portfolio
securities to brokers, dealers and other financial organizations. These loans,
if and when made by a Fund, may not exceed 33 1/3% of the value of the Fund's
total assets. A Fund's loans of securities will be collateralized by cash, cash
equivalents or U.S. Government securities. The cash or instruments
collateralizing the Fund's loans of securities will be maintained at all times
in a segregated account with the Fund's custodian, in an amount at least equal
to the current market value of the loaned securities. From time to time, a Fund
may pay a part of the interest earned from the investment of collateral received
for securities loaned to the borrower and/or a third party that is unaffiliated
with the Fund and is acting as a "placing broker". No fee will be paid to
affiliated persons of the Fund. The Board of Trustees will make a determination
that the fee paid to the placing broker is reasonable.

By lending portfolio securities, a Fund can increase its income by continuing to
receive amounts equal to the interest or dividends on the loaned securities as
well as by either investing the cash collateral in short-term instruments or
obtaining yield in the form of interest paid by the borrower when U.S.
Government securities are used as collateral. A Fund will comply with the
following conditions whenever it loans securities: (i) the Fund must receive at
least 100% cash collateral or equivalent securities from the borrower; (ii) the
borrower must increase the collateral whenever the market value of the
securities loaned rises above the level of the collateral; (iii) the Fund must
be able to terminate the loan at any time; (iv) the Fund must receive reasonable
interest on the loan, as well as amounts equal to the dividends, interest or
other distributions on the loaned securities, and any increase in market value;
(v) the Fund may pay only reasonable custodian fees in connection with the loan;
and (vi) voting rights on the loaned securities may pass to the borrower except
that, if a material event will occur affecting the investment in the loaned
securities, the Fund must terminate the loan in time to vote the securities on
such event.

DIVERSIFICATION

                                   Page -32-
<PAGE>

Each Fund other than Total Return Bond is "diversified" under the 1940 Act and
is also subject to issuer diversification requirements imposed on regulated
investment companies by Subchapter M of the Code. See "Investment Restrictions"
and "Taxes" below. Total Return Bond is "non-diversified" under the 1940 Act.
Accordingly, although it is subject to the issuer diversification requirements
imposed on regulated investment companies by Subchapter M of the Code, Total
Return Bond is not subject to the more stringent issuer diversification
requirements imposed on diversified funds by the 1940 Act. To the extent that
Total Return Bond does not meet the standards for being diversified under the
1940 Act, it will be more susceptible to developments affecting any single
issuer of portfolio securities.

CONCENTRATION OF INVESTMENTS

As a matter of fundamental policy, no Fund may invest 25% or more of its total
assets in the securities of one or more issuers conducting their principal
business activities in the same industry (except U.S. Government securities).
Currently, it is not anticipated that either Municipal Fund will invest 25% or
more of its total assets (at market value at the time of purchase) in: (a)
securities of one or more issuers conducting their principal activities in the
same state; or (b) securities the principal and interest of which is paid from
revenues of projects with similar characteristics, except that 25% or more of
either Municipal Fund's total assets may be invested in single family and multi-
family housing obligations. To the extent a Municipal Fund concentrates its
investments in single family and multi-family housing obligations, the Fund will
be subject to the peculiar risks associated with investments in such
obligations, including prepayment risks and the risks of default on housing
loans, which may be affected by economic conditions and other factors relating
to such obligations.

MORTGAGE DOLLAR ROLLS

Each of the Funds other than the Equity Funds and the Municipal Funds may enter
into mortgage "dollar rolls" in which a Fund sells securities for delivery in
the current month and simultaneously contracts to repurchase substantially
similar (same type, coupon and maturity) securities on a specified future date.
During the roll period, a Fund forgoes principal and interest paid on the
securities. A Fund is compensated by the difference between the current sales
price and the lower forward price for the future purchase (often referred to as
the "drop") or fee income and by the interest earned on the cash proceeds of the
initial sale. A "covered roll" is a specific type of dollar roll for which there
is an offsetting cash position or a cash equivalent security position which
matures on or before the forward settlement date of the dollar roll transaction.
The Funds may enter into both covered and uncovered rolls.

RESTRICTED SECURITIES

Each of the Funds other than the Municipal Funds may invest to a limited extent
in restricted securities. Restricted securities are securities that may not be
sold freely to the public without prior registration under federal securities
laws or an exemption from registration. Restricted securities will be considered
illiquid unless they are restricted securities offered and sold to "qualified
institutional buyers" under Rule 144A under the Securities Act of 1933 and the
Board

                                   Page -33-
<PAGE>

of Trustees determines that these securities are liquid based upon a review of
the trading markets for the specific securities.

OTHER INVESTMENT COMPANIES

Each Fund may invest in the aggregate no more than 10% of its total assets,
calculated at the time of purchase, in the securities of other U.S.-registered
investment companies. In addition, a Fund may not invest more than 5% of its
total assets in the securities of any one such investment company or acquire
more than 3% of the voting securities of any other such investment company,
except that, in accordance with an exemptive order expected to be issued by the
Commission, Total Return Bond may invest up to 17% of its shares in
institutional shares of High Yield Bond and up to 7% of its shares in
institutional shares of Emerging Markets Debt (but only if such order is issued;
there is no assurance that such an order will be granted).  A Fund will
indirectly bear its proportionate share of any management or other fees paid by
investment companies in which it invests, in addition to its own fees.  Total
Return Bond will not acquire securities of another investment company if, at the
time of acquisition, the other investment company owns securities of any other
investment company in excess of the limits contained in section 12(d)(1)(A) of
the 1940 Act.

TEMPORARY DEFENSIVE INVESTMENTS

For temporary defensive purposes during periods when the Adviser determines that
conditions warrant, each of the Funds other than the Municipal Funds may invest
up to 100% of its assets in cash and money market instruments, including
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities; certificates of deposit, time deposits, and bankers'
acceptances issued by banks or savings and loans associations having net assets
of at least $500 million as of the end of their most recent fiscal year;
commercial paper rated at the time of purchase at least A-1 by Standard & Poor's
or P-1 by Moody's, or unrated commercial paper determined by the Adviser to be
of comparable quality; repurchase agreements involving any of the foregoing;
and, to the extent permitted by applicable law, shares of other investment
companies investing solely in money market instruments.

COMMERCIAL PAPER

Commercial paper is a short-term, unsecured negotiable promissory note of a U.S
or non-U.S issuer. Each of the Funds may purchase commercial paper. Each Fund
may also invest in variable rate master demand notes which typically are issued
by large corporate borrowers and which provide for variable amounts of principal
indebtedness and periodic adjustments in the interest rate. Demand notes are
direct lending arrangements between a Fund and an issuer, and are not normally
traded in a secondary market. A Fund, however, may demand payment of principal
and accrued interest at any time. In addition, while demand notes generally are
not rated, their issuers must satisfy the same criteria as those that apply to
issuers of commercial paper. The Adviser will consider the earning power, cash
flow and other liquidity ratios of issuers of demand notes and continually will
monitor their financial ability to meet payment on demand. See also "Fixed
Income Securities--Variable and Floating Rate Instruments."

                                   Page -34-
<PAGE>

BANK OBLIGATIONS

Each Fund's investments in money market instruments may include certificates of
deposit, time deposits and bankers' acceptances. Certificates of Deposit ("CDs")
are short-term negotiable obligations of commercial banks. Time Deposits ("TDs")
are non-negotiable deposits maintained in banking institutions for specified
periods of time at stated interest rates. Bankers' acceptances are time drafts
drawn on commercial banks by borrowers usually in connection with international
transactions.

U.S. commercial banks organized under federal law are supervised and examined by
the Comptroller of the Currency and are required to be members of the Federal
Reserve System and to be insured by the Federal Deposit Insurance Corporation
(the "FDIC"). U.S. banks organized under state law are supervised and examined
by state banking authorities but are members of the Federal Reserve System only
if they elect to join. Most state banks are insured by the FDIC (although such
insurance may not be of material benefit to a Fund, depending upon the principal
amount of CDs of each bank held by the Fund) and are subject to federal
examination and to a substantial body of federal law and regulation. As a result
of governmental regulations, U.S. branches of U.S. banks, among other things,
generally are required to maintain specified levels of reserves, and are subject
to other supervision and regulation designed to promote financial soundness.
U.S. savings and loan associations, the CDs of which may be purchased by the
Funds, are supervised and subject to examination by the Office of Thrift
Supervision. U.S. savings and loan associations are insured by the Savings
Association Insurance Fund which is administered by the FDIC and backed by the
full faith and credit of the U.S. Government.

                            INVESTMENT RESTRICTIONS

The fundamental investment restrictions set forth below may not be changed with
respect to a Fund without the approval of a "majority" (as defined in the 1940
Act) of the outstanding shares of that Fund. For the purposes of the 1940 Act,
"majority" means the lesser of (a) 67% or more of the shares of the Fund present
at a meeting, if the holders of more than 50% of the outstanding shares of the
Fund are present or represented by proxy or (b) more than 50% of the shares of
the Fund.

Investment restrictions that involve a maximum percentage of securities or
assets shall not be considered to be violated unless an excess over the
percentage occurs immediately after, and is caused by, an acquisition or
encumbrance of securities or assets of, or borrowings by or on behalf of, a Fund
with the exception of borrowings permitted by fundamental investment restriction
(2) listed below for each Fund other than Fixed Income and Municipal Bond and
fundamental investment restriction (3) listed below for Fixed Income and
Municipal Bond.

In addition, the policy of each Municipal Bond and Short-Term Municipal Bond to
invest at least 80% of its net assets in tax-exempt securities has been
designated as fundamental.

The nonfundamental investment restrictions set forth below may be changed or
amended by the Trust's Board of Trustees without shareholder approval.

                                   Page -35-
<PAGE>

INVESTMENT RESTRICTIONS THAT APPLY TO SHORT-TERM FIXED INCOME, SHORT-TERM
MUNICIPAL BOND, HIGH YIELD BOND, TOTAL RETURN BOND AND THE EQUITY FUNDS

FUNDAMENTAL INVESTMENT RESTRICTIONS   The Trust may not, on behalf of a Fund:

(1)  Issue senior securities, except as permitted by paragraphs (2), (6) and (7)
     below. For purposes of this restriction, the issuance of shares of
     beneficial interest in multiple classes or series, the purchase or sale of
     options, futures contracts and options on futures contracts, forward
     commitments, forward foreign exchange contracts, repurchase agreements and
     reverse repurchase agreements entered into in accordance with the Fund's
     investment policy, and the pledge, mortgage or hypothecation of the Fund's
     assets within the meaning of paragraph (3) below are not deemed to be
     senior securities, if appropriately covered.

(2)  Borrow money (i) except from banks as a temporary measure for extraordinary
     emergency purposes and (ii) except that the Fund may enter into reverse
     repurchase agreements and dollar rolls, if appropriately covered, with
     banks, broker-dealers and other parties; provided that, in each case, the
     Fund is required to maintain asset coverage of at least 300% for all
     borrowings. For the purposes of this investment restriction, short sales,
     transactions in currency, forward contracts, swaps, options, futures
     contracts and options on futures contracts, and forward commitment
     transactions shall not constitute borrowing.

(3)  Pledge, mortgage, or hypothecate its assets, except to secure indebtedness
     permitted by paragraph (2) above and to the extent related to the
     segregation of assets in connection with the writing of covered put and
     call options and the purchase of securities or currencies on a forward
     commitment or delayed-delivery basis and collateral and initial or
     variation margin arrangements with respect to forward contracts, options,
     futures contracts and options on futures contracts.

(4)  Act as an underwriter, except to the extent that, in connection with the
     disposition of Fund securities, the Fund may be deemed to be an underwriter
     for purposes of the Securities Act of 1933.

(5)  Purchase or sell real estate, or any interest therein, and real estate
     mortgage loans, except that the Fund may invest in securities of corporate
     or governmental entities secured by real estate or marketable interests
     therein or securities issued by companies (other than real estate limited
     partnerships) that invest in real estate or interests therein.

(6)  Make loans, except that the Fund may lend Fund securities in accordance
     with the Fund's investment policies and may purchase or invest in
     repurchase agreements, bank certificates of deposit, all or a portion of an
     issue of bonds, bank loan participation agreements, bankers' acceptances,
     debentures or other securities, whether or not the purchase is made upon
     the original Issuance of the securities.

(7)  Invest in commodities or commodity contracts or in puts, calls, or
     combinations of both, except interest rate futures contracts, options on
     securities, securities indices, currency

                                   Page -36-
<PAGE>

     and other financial instruments, futures contracts on securities,
     securities indices, currency and other financial instruments and options on
     such futures contracts, forward foreign currency exchange contracts,
     forward commitments, securities index put or call warrants and repurchase
     agreements entered into in accordance with the Fund's investment policies.

(8)  Invest 25% or more of the value of the Fund's total assets in the
     securities of one or more issuers conducting their principal business
     activities in the same industry or group of industries. This restriction
     does not apply to investments in obligations of the U.S. Government or any
     of its agencies or instrumentalities.

In addition, each Fund, other than Total Return Bond, will adhere to the
following fundamental investment restriction:

     With respect to 75% of its total assets, a Fund may not purchase securities
     of an issuer (other than the U.S. Government, or any of its agencies or
     instrumentalities, or other investment companies), if (a) such purchase
     would cause more than 5% of the Fund's total assets taken at market value
     to be invested in the securities of such issuer, or (b) such purchase would
     at the time result in more than 10% of the outstanding voting securities of
     such issuer being held by the Fund.

NONFUNDAMENTAL INVESTMENT RESTRICTIONS   The Trust may not, on behalf of a Fund:

(a)  Participate on a joint-and-several basis in any securities trading account.
     The "bunching" of orders for the sale or purchase of marketable Fund
     securities with other accounts under the management of the Adviser to save
     commissions or to average prices among them is not deemed to result in a
     securities trading account.

(b)  Purchase securities of other U.S.-registered investment companies, except
     as permitted by the Investment Company Act of 1940 and the rules,
     regulations and any applicable exemptive order issued thereunder.

(c)  Invest for the purpose of exercising control over or management of any
     company.

(d)  Purchase any security, including any repurchase agreement maturing in more
     than seven days, which is illiquid, if more than 15% of the net assets of
     the Fund, taken at market value, would be invested in such securities.

The staff of the Commission has taken the position that fixed time deposits
maturing in more than seven days that cannot be traded on a secondary market and
participation interests in loans are illiquid. Until such time (if any) as this
position changes, the Trust, on behalf of each Fund, will include such
investments in determining compliance with the 15% limitation on investments in
illiquid securities (10% limitation for Municipal Bond and Short-Term Municipal
Bond). Restricted securities (including commercial paper issued pursuant to
Section 4(2) of the Securities Act of 1933, which the Board of Trustees has
determined are readily marketable will not be deemed to be illiquid for purposes
of such restriction.

                                   Page -37-
<PAGE>

"Value" for the purposes of the foregoing investment restrictions shall mean the
market value used in determining each Fund's net asset value.

INVESTMENT RESTRICTIONS THAT APPLY TO FIXED INCOME AND MUNICIPAL BOND

Fundamental Investment Restrictions. The Trust may not, on behalf of Fixed
Income or Municipal Bond:

(1)  Acquire more than 10% of the voting securities of any one issuer.

(2)  Invest in companies for the purpose of exercising control.

(3)  Borrow money except for temporary or emergency purposes and then only in an
     amount not exceeding 10% of the value of its total assets. Any borrowing
     will be done from a bank and to the extent that such borrowing exceeds 5%
     of the value of a Fund's assets, asset coverage of at least 300% is
     required. In the event that such asset coverage shall at any time fall
     below 300%, a Fund shall, within three days thereafter or such longer
     period as the Securities and Exchange Commission may prescribe by rules and
     regulations, reduce the amount of its borrowings to such an extent that the
     asset coverage of such borrowings shall be at least 300%. This borrowing
     provision is included for temporary liquidity or emergency purposes. All
     borrowings will be repaid before making investments and any interest paid
     on such borrowings will reduce income.

(4)  Make loans, except that a Fund may purchase or hold debt instruments in
     accordance with its investment objective and policies, and a Fund may enter
     into repurchase agreements.

(5)  Pledge, mortgage or hypothecate assets except to secure temporary
     borrowings permitted by (3) above in aggregate amounts not to exceed 10% of
     total assets taken at current value at the time of the incurrence of such
     loan.

(6)  Purchase or sell real estate, real estate limited partnership interests,
     futures contracts, commodities or commodities contracts and interests in a
     pool of securities that are secured by interests in real estate. However,
     subject to the permitted investments of the Fund, a Fund may invest in
     municipal securities or other obligations secured by real estate or
     interests therein.

(7)  Make short sales of securities, maintain a short position or purchase
     securities on margin, except that a Fund may obtain short-term credits as
     necessary for the clearance of security transactions.

(8)  Act as an underwriter of securities of other issuers except as it may be
     deemed an underwriter in selling a portfolio security.

(9)  Purchase securities of other investment companies except as permitted by
     the Investment Company Act of 1940 and the rules and regulations
     thereunder.

                                   Page -38-
<PAGE>

(10) Issue senior securities (as defined in the Investment Company Act of 1940)
     except in connection with permitted borrowings as described above or as
     permitted by rule, regulation or order of the Securities and Exchange
     Commission.

(11) Purchase or retain securities of an issuer if an officer, trustee, partner
     or director of the Fund or any investment adviser of the Fund owns
     beneficially more than 1/2 of 1% of the shares or securities of such issuer
     and all such officers, trustees, partners and directors owning more than
     1/2 of 1% of such shares or securities together own more than 5% of such
     shares or securities.

(12) Invest in interests in oil, gas or other mineral exploration or
     development programs and oil, gas or mineral leases.

(13) Write or purchase puts, calls, options or combinations thereof or invest
     in warrants, except that a Fund may purchase "put" bonds.

NONFUNDAMENTAL INVESTMENT RESTRICTIONS

(1)  A Fund may not invest in illiquid securities in an amount exceeding, in the
     aggregate, 10% of Municipal Bond's total assets and 15% of Fixed Income's
     net assets. An illiquid security is a security that cannot be disposed of
     promptly (within seven days) and in the usual course of business without a
     loss, and includes repurchase agreements maturing in excess of seven days,
     time deposits with a withdrawal penalty, non-negotiable instruments and
     instruments for which no market exists.

(2)  A Fund may not purchase securities of other U.S.-registered investment
     companies except as permitted by the Investment Company Act of 1940 and the
     rules, regulations and any applicable exemptive order issued thereunder.

                             TRUSTEES AND OFFICERS

Information pertaining to the Trustees and officers of the Trust is set forth
below. An asterisk (*) indicates those Trustees deemed to be "interested
persons" of the Trust for purposes of the 1940 Act.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Name and Address                    Positions with Trust   Principal Occupation During Past Five
                                                            Years
-------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>
Paul K. Freeman (2)                Trustee                 Project Leader,
7257 South Tucson Way                                      International Institute for Applied
Englewood, CO 80112 (age 48)                               Systems Analysis (since 1998); Chief
                                                           Executive Officer, The Eric Group
                                                           Inc. (environmental insurance)
                                                           (1986-1998).
-------------------------------------------------------------------------------------------------
Graham E. Jones (2)                Trustee                 Senior Vice President, BGK Realty
330 Garfield Street                                        Inc. (since 1995); Financial Manager,
Santa Fe, NM 87501                                         Practice Management Systems (medical
(age 65)                                                   information services) (1988-
-------------------------------------------------------------------------------------------------
</TABLE>

                                   Page -39-
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Name and Address                    Positions with Trust   Principal Occupation During Past Five
                                                            Years
--------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>
                                                           95); Director, 11 closed-end funds
                                                           managed by Morgan Stanley Asset
                                                           Management; Trustee, 9 open-end mutual
                                                           funds managed by Weiss, Peck & Greer;
                                                           Trustee of 10 open-end mutual funds
                                                           managed by Sun Capital Advisers, Inc.
--------------------------------------------------------------------------------------------------
William N. Searcy (2)              Trustee                 Pension & Savings Trust Officer,
2330 Shawnee Mission Pkwy                                  Sprint Corporation
Westwood, KS 66205                                         (telecommunications) (since 1989);
(age 53)                                                   Trustee of six open-end mutual funds
                                                           managed by Sun Capital Advisers, Inc.
--------------------------------------------------------------------------------------------------
Hugh G. Lynch                      Trustee                 Retired, former Managing Director,
767 Fifth Avenue                                           International Investments, General
New York, NY 10153                                         Motors Investment Management
(age 62)                                                   Corporation
                                                           Director, Emerging Markets Growth
                                                           Fund managed by Capital
                                                           International, Inc. (since December
                                                           1994); Director, The Greater China
                                                           Fund (since February 2000).
--------------------------------------------------------------------------------------------------
Edward T. Tokar                    Trustee                 Vice President-Investments, Honeywell
101 Columbia Road                                          International, Inc. (advanced
Morristown, NJ 07962                                       technology and manufacturer) (since
(age 52)                                                   1985).
--------------------------------------------------------------------------------------------------
Richard T. Hale                    President               Trustee of each of the investment
One South Street                                           companies within the Deutsche Asset
Baltimore, MD  21202                                       Management mutual fund complex;
                                                           Managing Director, Deutsche Asset
                                                           Management; Managing Director,
                                                           Deutsche Banc Alex. Brown
                                                           Incorporated;
                                                           Director and President, Investment
                                                           Company Capital Corp.
--------------------------------------------------------------------------------------------------
David W. Baldt                     Vice President          Managing Director of Active Fixed
150 S. Independence Sq.                                    Income, DeAM, Inc. (since 1989).
W. Philadelphia, PA 19106
(age 50)
--------------------------------------------------------------------------------------------------
James H. Grifo                     Vice President          Managing Director and Executive Vice
150 S. Independence Sq.                                    President, DeAM, Inc. (since 1996);
W. Philadelphia, PA 19106                                  Senior Vice President, GT Global
(age 48)                                                   Financial (1990 - 1996).
--------------------------------------------------------------------------------------------------
Amy M. Olmert (1)(3)               Treasurer, Chief        Vice President, Deutsche Asset
--------------------------------------------------------------------------------------------------
</TABLE>

                                   Page -40-
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Name and Address                    Positions with Trust   Principal Occupation During Past Five
                                                            Years
-------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>
One South Street                   Financial Officer       Management Americas (since 1999);
Baltimore, MD  21202                                       Vice President, BT Alex. Brown Inc.
(age 36)                                                   (1997-1999); Senior Manager,
                                                           PricewaterhouseCoopers LLP
                                                           (1988-1997).
-------------------------------------------------------------------------------------------------
Daniel O. Hirsch                   Secretary               Principal, Deutsche Asset Management
One South Street                                           Americas (since 1999); Director,
Baltimore, MD  21202                                       Deutsche Bank Alex. Brown
(age 45)                                                   Incorporated and Investment Company
                                                           Capital Corp. (since 1998); Assistant
                                                           General Counsel, Office of the
                                                           General Counsel, United States
                                                           Securities and Exchange Commission
                                                           (1993-1998).
-------------------------------------------------------------------------------------------------
</TABLE>

1  Member of the Trust's Pricing Committee.
2  Member of the Trust's Audit Committee.
3  Member of the Trust's Dividend Committee.

Certain of the Trustees and officers of the Trust reside outside the United
States, and substantially all the assets of these persons are located outside
the United States. It may not be possible, therefore, for investors to effect
service of process within the United States upon these persons or to enforce
against them, in United States courts or foreign courts, judgments obtained in
United States courts predicated upon the civil liability provisions of the
federal securities laws of the United States or the laws of the State of
Delaware. In addition, it is not certain that a foreign court would enforce, in
original actions or in actions to enforce judgments obtained in the United
States, liabilities against these Trustees and officers predicated solely upon
the federal securities laws.

Messrs. Jones, Freeman and Searcy are members of the Audit Committee of the
Board of Trustees. The Audit Committee's functions include making
recommendations to the Trustees regarding the selection of independent
accountants, and reviewing with such accountants and the Treasurer of the Trust
matters relating to accounting and auditing practices and procedures, accounting
records, internal accounting controls and the functions performed by the Trust's
custodian, administrator and transfer agent.

As of October 18, 2000, the Trustees and officers of the Trust owned, as a
group, less than one percent of the outstanding shares of each Fund.

COMPENSATION OF TRUSTEES

The Trust pays each Trustee who is not affiliated with the Adviser an annual fee
of $15,000 provided that they attend each regular Board meeting during the year.
Members of the Audit Committee also receive $1,000 for each Audit Committee

                                   Page -41-
<PAGE>

meeting attended. The Trustees are also reimbursed for out-of-pocket expenses
incurred by them in connection with their duties as Trustees. The following
table sets forth the compensation paid by the Trust to the Trustees for the
fiscal year of the Trust ended October 31, 1999:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                Pension or Retirement Benefits
Name of Trustee                 Accrued as Part of Fund             Aggregate Compensation from
                                Expenses                            the Trust/Complex*
------------------------------------------------------------------------------------------------
<S>                             <C>                              <C>
Paul K. Freeman                 $0                                  $22,750
------------------------------------------------------------------------------------------------
Graham E. Jones                 $0                                  $24,750
------------------------------------------------------------------------------------------------
William N. Searcy               $0                                  $25,750
------------------------------------------------------------------------------------------------
Hugh G. Lynch                   $0                                  $21,750
------------------------------------------------------------------------------------------------
Edward T. Tokar                 $0                                  $21,750
------------------------------------------------------------------------------------------------
</TABLE>

* The Trustees listed above do not serve on the Board of any other investment
company that may be considered to belong to the same complex as the Trust.

On August 17, 2000, the Trustees adopted a Deferred Compensation Plan.  Pursuant
to the Deferred Compensation Plan, any Trustee who receives fees from the
Company is permitted to defer up to 100% of his annual compensation.   As of the
date of this SAI, none of the Trustees had executed a Deferred Compensation
Agreement.  The deferring Trustees may select from among the funds in the Morgan
Grenfell Investment Trust in which all or part of their deferral account shall
be deemed to be invested.  Distributions from the deferring Trustee's deferral
accounts will be paid in cash, in generally quarterly installments over a period
of ten years.


                     INVESTMENT ADVISORY AND OTHER SERVICES

THE ADVISER

Effective October 6, 1999, the investment adviser to each Fund, Morgan Grenfell
Inc. changed its name to Deutsche Asset Management, Inc.  ("DeAM, Inc.").  DeAM,
Inc., 885 Third Avenue, New York, New York, acts as the investment adviser to
each Fund pursuant to the terms of Management Contracts, dated December 28,
1994, August 23, 1996, and January 30, 1998 (referred to collectively herein as
the "Management Contracts"). Pursuant to the Management Contracts, the Adviser
supervises and assists in the management of the assets of each Fund and
furnishes each Fund with research, statistical, advisory and managerial
services. The Adviser pays the ordinary office expenses of the Trust and the
compensation, if any, of all officers and employees of the Trust and all
Trustees who are "interested persons" (as defined in the 1940 Act) of the
Adviser.   Under the Management Contracts, the Trust, on behalf of each Fund, is
obligated to pay the Adviser a monthly fee at an annual rate of each Fund's
average daily net assets as follows:

                                   Page -42-
<PAGE>

<TABLE>
<CAPTION>
                         --------------------------------------------------------------------------
                         Fund                                                           Annual Rate
                         --------------------------------------------------------------------------
                         <S>                                                            <C>
                         Municipal Bond                                                        0.40%
                         --------------------------------------------------------------------------
                         Short-Term Municipal Bond                                             0.40%
                         --------------------------------------------------------------------------
                         Fixed Income                                                          0.40%
                         --------------------------------------------------------------------------
                         Short-Term Fixed Income                                               0.40%
                         --------------------------------------------------------------------------
                         High Yield Bond                                                       0.50%
                         --------------------------------------------------------------------------
                         Smaller Companies                                                     1.00%
                         --------------------------------------------------------------------------
                         Micro Cap                                                             1.50%
                         --------------------------------------------------------------------------
                         Total Return Bond                                                     0.45%
                         --------------------------------------------------------------------------
</TABLE>

If Total Return Bond receives exemptive relief from the commission to invest up
to 17% of its total assets in High Yield Bond Portfolio and up to 7% of its
total assets in the Emerging Markets Debt fund, its advisory fee will be
reduced.

Each Fund's advisory fees are paid monthly and will be prorated if the Adviser
shall not have acted as the Fund's investment adviser during the entire monthly
period.

The Adviser and the Administrator have contractually agreed to waive their fees
and reimburse expenses so that total expenses will not exceed those set forth in
the Fund's Prospectus. For each class of each Fund (except High Yield Bond
Premier Class and Total Return Bond Premier and Institutional Class) the
contractual fee waivers cover the 16-month period from each Fund's most recently
completed fiscal year.  For High Yield Bond and Total Return Bond, the
contractual fee waiver covers the period from the Fund's inception through
October 31, 2001 and February 28, 2002, respectively.  These contractual fee
waivers may only be changed by the Fund's Board of Trustees.  For the fiscal
year ended October 31, 1999, Fixed Income, Municipal Bond, Short-Term Fixed
Income, Short-Term Municipal Bond, High Yield Bond and Smaller Companies each
paid the Adviser net advisory fees of $5,004,754, $2,598,550, $96,835, $343,523,
$1,232,710 and $63,602, respectively.  For the fiscal year ended October 31,
1998, Fixed Income, Municipal Bond, Short-Term Fixed Income, Short-Term
Municipal Bond, High Yield Bond and Micro Cap each paid the Adviser net advisory
fees of $4,688,049, $1,734,753, $2,407, $45,706, $119,581 and $138,127,
respectively.  During the fiscal period ended October 31, 1998, Smaller
Companies paid no advisory fees.  For the fiscal period ended September 30,
1999, Micro Cap paid the Adviser net advisory fees of $225,700.  During the
fiscal period ended October 31, 1997, Fixed Income and Municipal Bond each paid
the Adviser net advisory fees of $3,171,809 and $977,638, respectively.  During
the fiscal period ended October 31, 1997, Short-Term Fixed Income, Short-Term
Municipal Bond, High Yield Bond, Smaller Companies and

                                   Page -43-
<PAGE>

Micro Cap paid no advisory fees. Total Return Bond was not in operation during
any of the indicated periods, and, accordingly, paid no advisory fees during
such periods.


Each Management Contract between DeAM, Inc. and the Trust except the management
contract for Total Return Bond, was most recently approved on November 18, 1999
by a vote of the Trust's Board of Trustees, including a majority of those
Trustees who were not parties to such Management Contract or "interested
persons" of any such parties. The Management Contract for Total Return Bond was
approved by a vote of the Trust's Board of Trustees, including a majority of
those Trustees who were not parties to such Management Contract or "interested
persons" of any such parties. After its initial term, each Management Contract
will continue in effect, with respect to each Fund, only if such continuance is
specifically approved annually by the Trustees, including a majority of the
Trustees who are not parties to the Management Contracts or "interested persons"
of any such parties, or by a vote of a majority of the outstanding shares of
each Fund. The Management Contracts are terminable by vote of the Board of
Trustees, or, with respect to a Fund, by the holders of a majority of the
outstanding shares of the Fund, at any time without penalty on 60 days' written
notice to the Adviser. Termination of a Management Contract (that covers more
than one Fund) with respect to a Fund will not terminate or otherwise invalidate
any provision of such Management Contract with respect to any other Fund. The
Adviser may terminate any Management Contract at any time without penalty on 60
days' written notice to the Trust. Each Management Contract terminates
automatically in the event of its "assignment" (as such term is defined in the
1940 Act).

Each Management Contract provides that the Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust or any
Fund in connection with the performance of the Adviser's obligations under the
Management Contract with the Trust, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the
performance of its duties or from reckless disregard of its duties and
obligations thereunder.

In the management of the Funds and its other accounts, the Adviser allocates
investment opportunities to all accounts for which they are appropriate subject
to the availability of cash in any particular account and the final decision of
the individual or individuals in charge of such accounts. Where market supply is
inadequate for a distribution to all such accounts, securities are allocated
based on a Fund's pro rata portion of the amount ordered. In some cases this
procedure may have an adverse effect on the price or volume of the security as
far as a Fund is concerned. However, it is the judgment of the Board that the
desirability of continuing the Trust's advisory arrangements with the Adviser
outweighs any disadvantages that may result from contemporaneous transactions.
See "Portfolio Transactions."

DeAM, Inc. is registered with the Commission as an investment adviser and
provides a full range of investment advisory services to institutional clients.
DeAM, Inc. is an indirect wholly-owned subsidiary of Deutsche Bank AG, an
international commercial and investment banking group. As of August 31, 2000,
DeAM, Inc. managed approximately $16.4 billion in assets for various individual
and institutional accounts, including the SMALLCap Fund, Inc., a registered,
closed-end investment company for which it acts as investment adviser.

                                   Page -44-
<PAGE>

SUBADVISER FOR TOTAL RETURN BOND

Deutsche Asset Management Investment Services Limited ("DeAMIS"), located at One
Appold StreetCircus, London, England, acts as Subadviser for the foreign
component of Total Return Bond pursuant to the terms of a subadvisory contract.
DeAMIS is registered with the Commission as an investment adviser and provides a
full range of investment advisory services to institutional clients. DeAMIS is
also an indirect wholly-owned subsidiary of Deutsche Bank AG.  As of August 31,
2000, DeAMIS managed approximately $11.5 billion in assets for various
individual and institutional accounts, including the following registered
investment company to which it acts as a subadviser:  RSI International Equity
Fund.  Under the subadvisory contract, the Adviser, and not the Fund, will pay
the Subadviser 0.08% of the average daily net assets of Total Return Bond,
unless reduced, on a pro rata basis, by any fee waiver then in effect.

CODE OF ETHICS

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act.  The Trust's Code of Ethics permits access persons of
the Funds to invest in securities for their own accounts, but requires
compliance with the Code's preclearance requirements, subject to certain
exceptions.  In addition, the Trust's Code provides for trading blackout periods
that prohibit trading by personnel within periods of trading by the Funds in the
same security.  The Trust's Code prohibits short term trading profits, prohibits
personal investment in initial public offerings and requires prior approval with
respect to purchases of securities in private placements.

Each Fund's adviser and the Trust's distributor have also adopted a Code of
Ethics.  The Codes of Ethics allow personnel to invest in securities for their
own accounts, but require compliance with the Codes' pre-clearance requirements
and other restrictions, including "blackout periods" and minimum holding
periods, subject to limited exceptions.  DeAM, Inc. and the distributor's Codes
prohibit participation in all initial public offerings, and the DeAMIS Code
prohibits participation in initial public offerings distributed in the United
States.  All Codes require prior approval for purchases of securities in private
placements.

PORTFOLIO MANAGEMENT

The person or persons who are primarily responsible for the day-to-day
management of each Fund's portfolio and his or her relevant experience is
described in the Fund's prospectus.

PORTFOLIO TURNOVER

It is estimated that, under normal circumstances, the portfolio turnover rate of
each of the Equity Funds will not exceed 150%.  It is estimated that, under
normal circumstances, the portfolio turnover rate of each other Fund will not
exceed 175%.  The higher portfolio turnover rates of these Funds may result from
their respective portfolio management strategies.  These Funds may sell
securities held for a short time in order to take advantage of what the Adviser
believes to be temporary disparities in normal yield relationships between
securities.  A high rate of portfolio turnover (i.e., 100% or higher) will
result in correspondingly higher transaction costs to a Fund,

                                   Page -45-
<PAGE>

particularly if the Fund's primary investments are equity securities. A high
rate of portfolio turnover will also increase the likelihood of net short-term
capital gains (distributions of which are taxable to shareholders as ordinary
income).

Each Fund's portfolio turnover rate is calculated by dividing the lesser of the
dollar amount of sales or purchases of portfolio securities by the average
monthly value of a Fund's portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less.  For the fiscal period
ended October 31, 1999, the portfolio turnover rates for Fixed Income, Municipal
Bond, Short-Term Fixed Income, Short-Term Municipal Bond, High Yield Bond and
Smaller Companies were 157%, 27%, 142%, 64%, 180% and 105% respectively.  For
the fiscal period ended September 30, 1999, the portfolio turnover rate for
Micro Cap was 115%.  For the fiscal period ended October 31, 1998, the portfolio
turnover rates for Fixed Income, Municipal Bond, Short-Term Fixed Income, Short-
Term Municipal Bond, High Yield Bond, Smaller Companies and Micro Cap were 122%,
42%, 98%, 26%, 131%, 108% and 85%, respectively.

THE ADMINISTRATOR

DeAM, Inc. (the "Administrator"), 150 South Independence Square West,
Philadelphia, PA 19106, serves as the Trust's administrator pursuant to an
Administration Agreement dated August 27, 1998. Pursuant to the Administration
Agreement, the Administrator has agreed to furnish statistical and research
data, clerical services, and stationery and office supplies; prepare and file
various reports with the appropriate regulatory agencies including the
Commission and state securities commissions; and provide accounting and
bookkeeping services for the Funds, including the computation of each Fund's net
asset value, net investment income and net realized capital gains, if any.

For its services under the Administration Agreement, the Administrator receives
a monthly fee at the following annual rates of the aggregate average daily net
assets of such Fund:  0.12% for the Fixed Income Funds; 0.22% for the Equity
Funds.  The Administrator will pay Accounting Agency and Transfer Agency fees
out of the Administration fee. Previously, these fees were charged directly to
the Funds.  Net Fund Operating Expenses will remain unchanged since the Adviser
has agreed to reduce its advisory fee and to make arrangements to limit certain
other expenses to the extent necessary to limit Fund Operating Expenses of each
Fund to the specified percentage of each Fund's net assets as demonstrated in
the Expense Information tables in the prospectus.  For the fiscal year ended
October 31, 1999, Fixed Income, Short-Term Fixed Income, Municipal Bond, Short-
Term Municipal Bond, High Yield Bond and Smaller Companies paid the
Administrator administration fees of $1,501,426, $29,051, $779,565, $103,057,
$295,872 and $13,993, respectively.  For the fiscal period ended September 30,
1999, Micro Cap paid the Administrator administration fees of $33,104.

Prior to November 1, 1998, SEI Financial Management Corporation was the
Administrator for the Funds.  For the fiscal period ended October 31, 1998,
Fixed Income, Short-Term Fixed Income, Municipal Bond, Short-Term Municipal
Bond, High Yield Bond, Smaller Companies and Micro Cap paid the Administrator
administration fees of $941,106, $60,177, $331,733, $60,177, $26,888, $60,177
and $57,677, respectively.  For the fiscal period ended October 31, 1997, Fixed
Income, Short-Term Fixed Income, Municipal Bond, Short-Term Municipal Bond,
Smaller Companies and Micro Cap paid the Administrator administration fees of
$901,672,

                                   Page -46-
<PAGE>

$60,000, $295,813, $60,000, $60,000 and $23,000, respectively. The
administration fees described in this paragraph were paid pursuant to a fee
schedule that is different from the one currently in effect (described above).

Total Return Bond was not in operation during any of the indicated periods, and,
accordingly, paid no administration fees during such period.

The Administration Agreement provides that the Administrator shall not be liable
under the Administration Agreement except for bad faith or gross negligence in
the performance of its duties or from the reckless disregard by it of its duties
and obligations thereunder.

EXPENSES OF THE TRUST

The expenses borne by the Fund include: (i) fees and expenses of any investment
adviser and any administrator of the Funds; (ii) fees and expenses incurred by
the Funds in connection with membership in investment company organizations;
(iii) brokers' commissions; (iv) payment for portfolio pricing services to a
pricing agent, if any; (v) legal expenses; (vi) interest, insurance premiums,
taxes or governmental fees; (vii) clerical expenses of issue, redemption or
repurchase of shares of the Funds; (viii) the expenses of and fees for
registering or qualifying shares of the Funds for sale and of maintaining the
registration of the Funds and registering the Funds as a broker or a dealer;
(ix) the fees and expenses of Trustees who are not affiliated with the Adviser;
(x) the fees or disbursements of custodians of the Funds' assets, including
expenses incurred in the performance of any obligations enumerated by the
Declaration of Trust or By-Laws of the Trust insofar as they govern agreements
with any such custodian; (xi) costs in connection with annual or special
meetings of shareholders, including proxy material preparation, printing and
mailing; (xii) charges and expenses of the Trust's auditor; (xiii) litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Trust's business; and (xiv) expenses of an
extraordinary and nonrecurring nature.

TRANSFER AGENT

Investment Company Capital Corp., One South Street, Baltimore, Maryland 21202
("ICCC"), has been retained to act as transfer and dividend disbursing agent
pursuant to a transfer agency agreement (the "Transfer Agency Agreement"), under
which the Transfer Agent (i) maintains record shareholder accounts, and (ii)
makes periodic reports to the Trust's Board of Trustees concerning the
operations of each Fund.

THE DISTRIBUTOR

The Trust, on behalf of the Funds, has entered into a distribution agreement
(the "Distribution Agreement") pursuant to which ICC Distributors, Inc. (the
"Distributor" or ICCD), Two Portland Square, Portland ME, 04101 as agent, serves
as principal underwriter for the continuous offering of shares of each Fund.
The Distributor has agreed to use its best efforts to solicit orders for the
purchase of shares of each Fund, although it is not obligated to sell any
particular amount of shares.  Shares of the Funds are not subject to sales loads
or distribution fees.  The Adviser, and not the Trust, is responsible for
payment of any expenses or fees incurred in the marketing and distribution of
shares of the Funds.

                                   Page -47-
<PAGE>

The Distribution Agreement will remain in effect for one year from its effective
date and will continue in effect thereafter only if such continuance is
specifically approved annually by the Trustees, including a majority of the
Trustees who are not parties to the Distribution Agreement or "interested
persons" of such parties.  The Distribution Agreement was most recently approved
on August 19, 1999 by a vote of the Trust's Board of Trustees, including a
majority of those Trustees who were not parties to the Distribution Agreement or
"interested persons" of any such parties.  The Distribution Agreement is
terminable, as to a Fund, by vote of the Board of Trustees, or by the holders of
a majority of the outstanding shares of the Fund, at any time without penalty on
60 days' written notice to the Distributor.  The Distributor may terminate the
Distribution Agreement at any time without penalty on 60 days' written notice to
the Trust.

CUSTODIAN

Brown Brothers Harriman and Co. (the "Custodian"), 40 Water Street, Boston,
Massachusetts 02109, serves as the Trust's custodian pursuant to a Custodian
Agreement.  Under its custody agreement with the Trust, the Custodian (i)
maintains separate accounts in the name of each Fund, (ii) holds and transfers
portfolio securities on account of each Fund, (iii) accepts receipts and makes
disbursements of money on behalf of each Fund, (iv) collects and receives all
income and other payments and distributions on account of each Fund's portfolio
securities and (v) makes periodic reports to the Trust's Board of Trustees
concerning each Fund's operations.  The Custodian is authorized to select one or
more foreign or domestic banks or companies to serve as sub-custodian on behalf
of the Funds.

                                  SERVICE PLAN
                            (INVESTMENT SHARES ONLY)

Each Fund has adopted a service plan (the "Plan") with respect to its Investment
shares which authorizes it to compensate Service Organizations whose customers
invest in Investment shares of the Funds for providing certain personal, account
administration and/or shareholder liaison services. Pursuant to the Plans, the
Funds may enter into agreements with Service Organizations ("Service
Agreements").  Under such Service Agreements or otherwise, the Service
Organizations may perform some or all of the following services: (i) acting as
record holder and nominee of all Investment shares beneficially owned by their
customers; (ii) establishing and maintaining individual accounts and records
with respect to the service shares owned by each customer; (iii) providing
facilities to answer inquiries and respond to correspondence from customers
about the status of their accounts or about other aspects of the Trust or
applicable Fund; (iv) processing and issuing confirmations concerning customer
orders to purchase, redeem and exchange Investment shares; (v) receiving and
transmitting funds representing the purchase price or redemption proceeds of
such Investment shares; (vi) participant level recordkeeping, sub-accounting,
and other administrative services in connection with the entry of purchase and
redemption orders for the Plan; (vii) withholding sums required by applicable
authorities; (viii) providing daily violation services to the Plans; (ix) paying
and filing of all withholding and documentation required by appropriate
government agencies; (x) provision of reports, refunds and other documents
required by tax laws and the Employee Retirement Income Security Act of 1974
("ERISA"); and (xi) providing prospectuses, proxy materials and other documents
of the Funds to participants as may be required by law.  In the event that your
service plan is terminated, your shares will be converted to Institutional Class
shares of the same Fund.

                                   Page -48-
<PAGE>

As compensation for such services, each Service Organization of the funds is
entitled to receive a service fee in an amount up to 0.25% (on an annualized
basis) of the average daily net assets of the Fund's Investment shares
attributable to customers of such Service Organization. Service Organizations
may from time to time be required to meet certain other criteria in order to
receive service fees.

In accordance with the terms of the Service Plans, the officers of the Trust
provide to the Trust's Board of Trustees for their review periodically a written
report of services performed by and fees paid to each Service Organization under
the Service Agreements and Service Plans.

Pursuant to the Plans, Investment shares of a Fund that are beneficially owned
by customers of a Service Organization will convert automatically to
Institutional shares of the same Fund in the event that such Service
Organization's Service Agreement expires or is terminated.  Customers of a
Service Organization will receive advance notice of any such conversion, and any
such conversion will be effected on the basis of the relative net asset values
of the two classes of shares involved.

Conflict of interest restrictions (including the Employee Retirement Income
Security Act of 1974 ("ERISA") may apply to a Service Organization's receipt of
compensation paid by a Fund in connection with the investment of fiduciary
assets in Investment shares of the Fund.  Service Organizations that are subject
to the jurisdiction of the Commission, the Department of Labor or state
securities commissions are urged to consult their own legal advisers before
investing fiduciary assets in Investment shares and receiving service fees.

The Trust believes that fiduciaries of ERISA plans may properly receive fees
under a Service Plan if the plan fiduciary otherwise properly discharges its
fiduciary duties, including (if applicable) those under ERISA.  Under ERISA, a
plan fiduciary, such as a trustee or investment manager, must meet the fiduciary
responsibility standards set forth in part 4 of Title I of ERISA.  Those
standards are designed to help ensure that the fiduciary's decisions are made in
the best interests of the plan and are not colored by self-interest.

Section 403 (c)(1) of ERISA provides, in part, that the assets of a plan shall
be held for the exclusive purpose of providing benefits to the plan's
participants and their beneficiaries and defraying reasonable expenses of
administering the plan.  Section 404(a)(1) sets forth a similar requirement on
how a plan fiduciary must discharge his or her duties with respect to the plan,
and provides further that such fiduciary must act prudently and solely in the
interests of the participants and beneficiaries.  These basic provisions are
supplemented by the per se prohibitions of certain classes of transactions set
forth in Section 406 of ERISA.

Section 406(a)(1)(D) of ERISA prohibits a fiduciary of an ERISA plan from
causing that plan to engage in a transaction if he knows or should know that the
transaction would constitute a direct or indirect transfer to, or use by or for
the benefit of, a party in interest, of any assets of that plan.  Section 3(14)
includes within the definition of "party in interest" with respect to a plan any
fiduciary with respect to that plan.  Thus, Section 406(a)(1)(D) would not only
prohibit a fiduciary from causing the plan to engage in a transaction which
would benefit a third person who is a party in interest, but it would also
prohibit the fiduciary from similarly benefiting himself.  In addition, Section
406(b)(1) specifically prohibits a fiduciary with respect to a plan

                                   Page -49-
<PAGE>

from dealing with the assets of that plan in his own interest or for his own
account. Section 406(b)(3) supplements these provisions by prohibiting a plan
fiduciary from receiving any consideration for his own personal account from any
party dealing with the plan in connection with a transaction involving the
assets of the plan.

In accordance with the foregoing, however, a fiduciary of an ERISA plan may
properly receive service fees under a Service Plan if the fees are used for the
exclusive purpose of providing benefits to the plan's participants and their
beneficiaries or for defraying reasonable expenses of administering the plan for
which the plan would otherwise be liable. See, e.g., Department of Labor ERISA
Technical Release No. 86-1 (stating a violation of ERISA would not occur where a
broker-dealer rebates commission dollars to a plan fiduciary who, in turn,
reduces its fees for which plan is otherwise responsible for paying). Thus, the
fiduciary duty issues involved in a plan fiduciary's receipt of the service fee
must be assessed on a case-by-case basis by the relevant plan fiduciary.

                             PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Board of Trustees, the Adviser makes
decisions with respect to and places orders for all purchases and sales of
portfolio securities for the Funds. In executing portfolio transactions, the
Adviser seeks to obtain the best net results for the Funds, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), size of the order, difficulty of execution and operational facilities
of the firm involved. Commission rates, being a component of price, are
considered together with such factors. Where transactions are effected on a
foreign securities exchange, the Funds employ brokers, generally at fixed
commission rates. Commissions on transactions on U.S. securities exchanges are
subject to negotiation. Where transactions are effected in the over-the-counter
market or third market, the Funds deal with the primary market makers unless a
more favorable result is obtainable elsewhere. Fixed income securities purchased
or sold on behalf of the Funds normally will be traded in the over-the-counter
market on a net basis (i.e. without a commission) through dealers acting for
their own account and not as brokers or otherwise through transactions directly
with the issuer of the instrument. Some fixed income securities are purchased
and sold on an exchange or in over-the-counter transactions conducted on an
agency basis involving a commission.

Pursuant to the Management Contracts, the Adviser agrees to select broker-
dealers in accordance with guidelines established by the Trust's Board of
Trustees from time to time and in accordance with Section 28(e) of the
Securities Exchange Act of 1934, as amended. In assessing the terms available
for any transaction, the Adviser shall consider all factors it deems relevant,
including the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any, both for the specific transaction and
on a continuing basis. In addition, the Management Contracts authorize the
Adviser, subject to the periodic review of the Trust's Board of Trustees, to
cause a Fund to pay a broker-dealer which furnishes brokerage and research
services a higher commission than that which might be charged by another broker-
dealer for effecting the same transaction, provided that the Adviser determines
in good faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either the particular transaction or the overall responsibilities

                                   Page -50-
<PAGE>

of the Adviser to the Fund. Such brokerage and research services may consist of
pricing information, reports and statistics on specific companies or industries,
general summaries of groups of bonds and their comparative earnings and yields,
or broad overviews of the securities markets and the economy.

Supplemental research information utilized by the Adviser is in addition to, and
not in lieu of, services required to be performed by the Adviser and does not
reduce the advisory fees payable to the Adviser.  The Trustees will periodically
review the commissions paid by the Funds to consider whether the commissions
paid over representative periods of time appear to be reasonable in relation to
the benefits inuring to the Funds.  It is possible that certain of the
supplemental research or other services received will primarily benefit one or
more other investment companies or other accounts of the Adviser for which
investment discretion is exercised.  Conversely, a Fund may be the primary
beneficiary of the research or services received as a result of portfolio
transactions effected for such other account or investment company.  During the
fiscal year ended October 31, 1999, the Adviser paid the following brokerage
commissions for research services: for Smaller Companies approximately $10,562
and for Micro Cap approximately $26,796.

Investment decisions for each Fund and for other investment accounts managed by
the Adviser are made independently of each other in the light of differing
conditions.  However, the same investment decision may be made for two or more
of such accounts.  In such cases, simultaneous transactions are inevitable.
Purchases or sales are then averaged as to price and allocated as to amount in a
manner deemed equitable to each such account.  While in some cases this practice
could have a detrimental effect on the price or value of the security as far as
a Fund is concerned, in other cases it is believed to be beneficial to a Fund.
To the extent permitted by law, the Adviser may aggregate the securities to be
sold or purchased for a Fund with those to be sold or purchased for other
investment companies or accounts in executing transactions.

Pursuant to procedures determined by the Trustees and subject to the general
policies of the Funds and Section 17(e) of the 1940 Act, the Adviser may place
securities transactions with brokers with whom it is affiliated ("Affiliated
Brokers").

Section 17(e) of the 1940 Act limits to "the usual and customary broker's
commission" the amount which can be paid by the Funds to an Affiliated Broker
acting as broker in connection with transactions effected on a securities
exchange.  The Board, including a majority of the Trustees who are not
"interested persons" of the Trust or the Adviser, has adopted procedures
designed to comply with the requirements of Section 17(e) of the 1940 Act and
Rule 17e-1 promulgated thereunder to ensure that the broker's commission is
"reasonable and fair compared to the commission, fee or other remuneration
received by other brokers in connection with comparable transactions involving
similar securities being purchased or sold on a securities exchange during a
comparable period of time...."

A transaction would not be placed with an Affiliated Broker if a Fund would have
to pay a commission rate less favorable than their contemporaneous charges for
comparable transactions for their other most favored, but unaffiliated,
customers except for accounts for which they act as a clearing broker, and any
of their customers determined, by a majority of the Trustees who are not
"interested persons" of the Fund or the Adviser, not to be comparable to the
Fund.  With

                                   Page -51-
<PAGE>

regard to comparable customers, in isolated situations, subject to the approval
of a majority of the Trustees who are not "interested persons" of the Trust or
the Adviser, exceptions may be made. Since the Adviser, as investment adviser to
the Funds, has the obligation to provide management, which includes elements of
research and related skills, such research and related skills will not be used
by them as a basis for negotiating commissions at a rate higher than that
determined in accordance with the above criteria. The Funds will not engage in
principal transactions with Affiliated Brokers. When appropriate, however,
orders for the account of the Funds placed by Affiliated Brokers are combined
with orders of their respective clients, in order to obtain a more favorable
commission rate. When the same security is purchased for two or more funds or
customers on the same day, each fund or customer pays the average price and
commissions paid are allocated in direct proportion to the number of shares
purchased.

Affiliated Brokers furnish to the Trust at least annually a statement setting
forth the total amount of all compensation retained by them or any associated
person of them in connection with effecting transactions for the account of the
Funds, and the Board reviews and approves all such portfolio transactions on a
quarterly basis and the compensation received by Affiliated Brokers in
connection therewith.  During the fiscal years ended October 31,1997 and 1998,
no Fund paid any brokerage commissions to any Affiliated Broker.  For the fiscal
period ended October 31, 1999, Micro Cap paid brokerage commissions in the
amount of $894 to Bankers Trust Company, an Affiliated Broker.  This represents
3% of the aggregate brokerage commissions paid by the Fund in the fiscal year
and 3% of the aggregate dollar amount of transactions effected by the Fund in
the fiscal year.

For the fiscal period ended October 31, 1999, Smaller Companies paid brokerage
commissions in the amount of $258 to Bankers Trust Company, an Affiliated
Broker.  This represents 2% of the aggregate brokerage commissions paid by the
Fund in the fiscal year and 2% of the aggregate dollar amount of transactions
effected by the Fund in the fiscal year.

Affiliated Brokers do not knowingly participate in commissions paid by the Funds
to other brokers or dealers and do not seek or knowingly receive any reciprocal
business as the result of the payment of such commissions. In the event that an
Affiliated Broker learns at any time that it has knowingly received reciprocal
business, it will so inform the Board.

For the fiscal years ended October 31, 1997, 1998 and 1999 Fixed Income,
Municipal Bond, Short-Term Fixed Income and Short-Term Municipal Bond paid no
brokerage commissions.  For the fiscal periods ending October 31, 1998 and 1999,
High Yield Bond paid no brokerage commissions.  For the fiscal years ended
October 31, 1997, 1998 and 1999, Smaller Companies paid aggregate brokerage
commissions of $7,708, $11,892 and $10,707, respectively.  For the fiscal
periods ended October 31, 1997, 1998 and 1999, Micro Cap paid aggregate
brokerage commissions of $7,337, $28,211 and $32,822, respectively.  Total
Return Bond was not in operation during the indicated periods, and, accordingly,
paid no brokerage commissions.

                                   Page -52-
<PAGE>

                       PURCHASE AND REDEMPTION OF SHARES

Shares of the Funds are distributed by ICC Distributors, Inc., the Distributor.
The Funds offer three classes of shares Institutional, Investment and Premier
shares. General information on how to buy shares of the Funds is set forth in
"Managing Your Investment" in each Fund's Prospectus. The following supplements
that information.

Investors may invest in Institutional shares and Premier shares by establishing
a shareholder account with the Trust. In order to make an initial investment in
Investment shares of a Fund, an investor must establish an account with a
service organization. Additionally, each Fund has authorized brokers to accept
purchase and redemption orders for shares for each Fund. Brokers, including
authorized brokers of service organizations, are, in turn, authorized to
designate other intermediaries to accept purchase and redemption orders on a
Fund's behalf. Investors who invest through brokers, service organizations or
their designated intermediaries may be subject to minimums established by their
broker, service organization or designated intermediary.

Investors who establish shareholder accounts with the Trust should submit
purchase and redemption orders to the Transfer Agent as described in the
Prospectus. Investors who invest through authorized brokers, service
organizations or their designated intermediaries should submit purchase and
redemption orders directly to their broker, service organization or designated
intermediary. The broker or intermediary may charge you a transaction fee. A
Fund will be deemed to have received a purchase or redemption order when an
authorized broker, service organization or, if applicable, an authorized
designee, accepts the order. Shares of any Fund may be purchased or redeemed on
any Business Day at the net asset value next determined after receipt of the
order, in good order, by the Transfer Agent, the service organization, broker or
designated intermediary. A "Business Day" means any day on which the New York
Stock Exchange (the "NYSE") is open. For an investor who has a shareholder
account with the Trust, the Transfer Agent must receive the investor's purchase
or redemption order before the close of regular trading on the NYSE for the
investor to receive that day's net asset value. For an investor who invests
through a mutual fund marketplace, the investor's authorized broker or
designated intermediary must receive the investor's purchase or redemption order
before the close of regular trading on the NYSE and promptly forward such order
to the Transfer Agent for the investor to receive that day's net asset value.
Service organizations, brokers and designated intermediaries are responsible for
promptly forwarding such investors' purchase or redemption orders to the
Transfer Agent.

NET ASSET VALUE

Under the 1940 Act, the Board of Trustees of the Trust is responsible for
determining in good faith the fair value of the securities of each Fund. In
accordance with procedures adopted by the Board of Trustees, the net asset value
per share of each class of each Fund is calculated by determining the net worth
of the Fund attributable to the class (assets, including securities at value,
minus liabilities) divided by the number of shares of such class outstanding.
Each Fund computes net asset value for each class of its shares at the close of
such regular trading, on each day on which the New York Stock Exchange ("NYSE")
is open (a "Business Day"). If the NYSE closes early, the fund will accelerate
the calculation of the NAV and transaction deadlines to the actual closing time.
The NYSE is closed on Saturdays and Sundays as well as the

                                   Page -53-
<PAGE>

following holidays: New Year's Day, Martin Luther King, Jr. Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.

For purposes of calculating net asset value for each class of its shares, equity
securities traded on a recognized U.S. or foreign securities exchange or the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
are valued at their last sale price on the principal exchange on which they are
traded or NASDAQ (if NASDAQ is the principal market for such securities) on the
valuation day or, if no sale occurs, at the bid price. Unlisted equity
securities for which market quotations are readily available are valued at the
most recent bid price prior to the time of valuation.

Debt securities and other fixed income investments of the Funds are valued at
prices supplied by independent pricing agents, which prices reflect broker-
dealer supplied valuations and electronic data processing techniques. Short-term
obligations maturing in sixty days or less may be valued at amortized cost,
which method does not take into account unrealized gains or losses on such
portfolio securities. Amortized cost valuation involves initially valuing a
security at its cost, and thereafter, assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the security. While this method provides
certainty in valuation, it may result in periods in which the value of the
security, as determined by amortized cost, may be higher or lower than the price
the Fund would receive if the Fund sold the security.

Other assets and assets for which market quotations are not readily available
are valued at fair value using methods determined in good faith by the Board of
Trustees.

Trading in securities on European and Far Eastern securities exchanges and over-
the-counter markets is normally completed well before the close of regular
trading or the NYSE each Business Day. In addition, European or Far Eastern
securities trading generally or in a particular country or countries may not
take place on all Business Days. Furthermore, trading takes place in Japanese
markets on certain Saturdays and in various foreign markets on days which are
not Business Days and on which the Funds' net asset values are not calculated.
Such calculation may not take place contemporaneously with the determination of
the prices of certain portfolio securities used in such calculation. Events
affecting the values of portfolio securities that occur between the time their
prices are determined and the close of the regular trading on the NYSE will not
be reflected in the Funds' calculation of net asset values unless the Adviser
deems that the particular event would materially affect net asset value, in
which case an adjustment will be made.

                            PERFORMANCE INFORMATION

From time to time, performance information, such as total return and yield for
shares of a Fund may be quoted in advertisements or in communications to
shareholders. A Fund's total return may be calculated on an annualized and
aggregate basis for various periods (which periods will be stated in the
advertisement). Average annual return reflects the average percentage change per
year in value of an investment in shares of a Fund.  Aggregate total return
reflects the total percentage change over the stated period.  In calculating
total return, dividends and capital gain distributions made by the Fund during
the period are assumed to be reinvested in the Fund's

                                   Page -54-
<PAGE>

shares. A Fund's yield reflects a Fund's overall rate of income on portfolio
investments as a percentage of the share price. Yield is computed by annualizing
the result of dividing the net investment income per share over a 30-day period
by the net asset value per share on the last day of that period.

For the Municipal Funds, tax-equivalent yield may also be quoted. Tax-equivalent
yield is calculated by determining the rate of return that would have to be
achieved on a fully taxable investment to produce the after tax equivalent of a
Municipal Fund's yield, assuming certain tax brackets for a shareholder.

To help investors better evaluate how an investment in a Fund might satisfy
their investment objective, advertisements regarding the Fund may discuss
performance as reported by various financial publications. The performance of a
Fund may be compared in publications to the performance of various indices and
investments for which reliable performance data is available. In addition, the
performance of a Fund may be compared in publications to averages, performance
rankings or other information prepared by recognized mutual fund statistical
services.

Performance quotations of a Fund represent the Fund's past performance and,
consequently, should not be considered representative of the future performance
of the Fund. The value of shares, when redeemed, may be more or less than the
original cost. Any fees charged by banks or other institutional investors
directly to their customer accounts in connection with investments in shares of
a Fund are not at the direction or within the control of the Funds and will not
be included in the Funds' calculations of total return.

YIELD

From time to time, Fixed Income, Short-Term Fixed Income, each Municipal Fund,
High Yield Bond and Total Return Bond may advertise its yield and (in the case
of the Municipal Funds) its tax-equivalent yield. Yield and tax-equivalent yield
are calculated separately for each class of shares of a Fund. Each type of share
is subject to differing yields for the same period. The yield of a class of
shares of a Fund refers to the annualized income generated by an investment in
the Fund over a specified 30-day period. The yield is calculated by assuming
that the income generated by the investment during that period is generated for
each like period over one year and is shown as a percentage of the investment.
In particular, yield will be calculated according to the following formula:

                   a-b
YIELD   =  2 [ (  ---- + 1 ) 6 - 1 ]
                    cd

Where:  a    =   dividends and interest earned by the Fund during the period;

        b    =   net expenses accrued for the period;

        c    =   average daily number of shares outstanding during the period
                 entitled to receive dividends; and

                                   Page -55-
<PAGE>

        d    =   maximum offering price per share on the last day of the period.

Tax-equivalent yield is computed by dividing the portion of the yield that is
tax exempt by one minus a stated income tax rate and adding the product to that
portion, if any, of the yield that is not tax exempt. Actual yields will depend
on such variables as asset quality, average asset maturity, the type of
instruments a Fund invests in, changes in interest rates on money market
instruments, changes in the expenses of the Fund and other factors. Yields are
one basis upon which investors may compare the Funds with other mutual funds;
however, yields of other mutual funds and other investment vehicles may not be
comparable because of the factors set forth above and differences in the methods
used in valuing portfolio instruments.

For the 30-day period ended October 31, 1999, the yields for Institutional
shares of the Fixed Income, Municipal Bond, Short-Term Fixed Income, Short-Term
Municipal Bond and High Yield Bond were 6.79%, 5.71%, 6.50%, 4.84% and 13.01%,
respectively. If the expense limitations for these Funds had not been in effect
during this period, the yields for Institutional shares of these Funds would
have been 6.79%, 5.17%, 6.44%, 4.82% and 13.00%, respectively. For the same
period, the tax-equivalent yields for Institutional shares of Municipal Bond and
Short-Term Municipal Bond were 8.56% and 8.01%, respectively, assuming the
highest Federal Income Tax bracket for individuals (39.6%). If the expense
limitations for these Funds had not been in effect during this period, the tax-
equivalent yields for Institutional shares of these Funds would have been 8.56%
and 7.98%, respectively, assuming the same Federal Income Tax bracket.

For the 30-day period ended October 31, 1999, the yields for the Investment
shares of Fixed Income, Municipal Bond, Short-Term Municipal Bond and High Yield
Bond were 6.54%, 4.93%, 4.59% and 12.76%, respectively. If the expense
limitations described in the Prospectus for this Fund had not been in effect
during this period, the yield for Investment shares of Fixed Income, Municipal
Bond, Short-Term Municipal Bond and High Yield Bond would be 6.54%, 4.93%,
4.57%, and 12.75%, respectively. For the same period, the tax-equivalent yields
for Investment shares of Municipal Bond and Short-Term Municipal Bond were 8.16%
and 7.60%, respectively, assuming the highest Federal Income Tax bracket for
individuals (39.6%). If the expense limitations described in the Prospectus for
this Fund had not been in effect during this period, the tax-equivalent yields
for Investment shares of this Fund would have been 8.16% and 7.57%,
respectively, assuming the same Federal Income Tax bracket.

TOTAL RETURN

Average annual total return is calculated separately for each class of shares of
a Fund. Each type of share is subject to different fees and expenses and,
consequently, may have differing average annual total returns for the same
period. Each Fund that advertises "average annual total return" for a class of
its shares computes such return by determining the average annual compounded
rate of return during specified periods that equates the initial amount invested
to the ending redeemable value of such investment according to the following
formula:

        ERV
T = [ ( --- ) 1/n - 1 ]
         P

                                   Page -56-
<PAGE>

Where:    T =       average annual total return,

        ERV =       ending redeemable value of a hypothetical $1,000 payment
                    made at the beginning of the 1, 5 or 10 year (or other)
                    periods at the end of the applicable period (or a fractional
                    portion thereof);

          P =       hypothetical initial payment of $1,000; and

          n =       period covered by the computation, expressed in years.

Each Fund that advertises "aggregate total return" for a class of its shares
computes such returns by determining the aggregate compounded rates of return
during specified periods that likewise equate the initial amount invested to the
ending redeemable value of such investment. The formula for calculating
aggregate total return is as follows:

Aggregate Total Return = [(    ERV    )   - 1]
                               ---
                                P
The above calculations are made assuming that (1) all dividends and capital gain
distributions are reinvested on the reinvestment dates at the price per share
existing on the reinvestment date, (2) all recurring fees charged to all
shareholder accounts are included, and (3) for any account fees that vary with
the size of the account, a mean (or median) account size in the Fund during the
periods is reflected. The ending redeemable value (variable "ERV" in the
formula) is determined by assuming complete redemption of the hypothetical
investment after deduction of all nonrecurring charges at the end of the
measuring period.

For the fiscal year ended October 31, 1999, the average annual total return of
Institutional shares of Fixed Income, Municipal Bond, Short-Term Fixed Income,
Short-Term Municipal Bond, High Yield Bond and Smaller Companies were 0.86%, -
0.78%, 4.49%, 1.33%, 16.54% and 25.03%, respectively. For the fiscal period
ended September 30, 1999, the average annual total return of Institutional
shares of Micro Cap were 65.67%. For the five-year period ended October 31,
1999, the average annual total returns of Institutional shares of Fixed Income
and Municipal Bond were 7.75% and 6.15%, respectively. For their respective
periods from commencement of operations to October 31, 1999, the average annual
total returns of Institutional shares of Fixed Income, Municipal Bond, Short-
Term Fixed Income, Short-Term Municipal Bond, High Yield Bond and Smaller
Companies were 7.35%, 7.16%, 6.05%, 5.16%, 4.48% and 13.81%, respectively. For
the period ended September 30, 1999, the average annual total return of
Institutional shares of Micro Cap were 20.64%. If expense limitations for the
above Funds had not been in effect during the indicated periods, the total
returns for Institutional shares of these Funds for such periods would have been
lower than the total return figures shown in this paragraph.

For the fiscal year ended October 31, 1999, the average annual returns for
Investment shares of Fixed Income, Municipal Bond, Short-Term Municipal Bond,
High Yield Bond, Smaller Companies and Micro Cap were 0.65%, -1.01%, 1.08%,
16.07%, 24.75% and 65.74%, respectively. For their respective periods from
commencement of operations for Investment shares to October 31, 1999, the
average annual total returns for Investment shares of Fixed Income, Municipal
Bond, Short-Term Municipal Bond, High Yield Bond and Smaller

                                   Page -57-
<PAGE>

Companies were 3.43%, 2.89%, 3.06%, 14.42% and 6.50%, respectively. For the
fiscal period ended September 30, 1999, the average annual returns for
Investment shares of Micro Cap were 65.74%. For the period from commencement of
operations for Investment shares to September 30, 1999, the average annual total
returns for Micro Cap were 16.66%. If the expense limitations described in each
Prospectus for the above Funds had not been in effect during the indicated
periods, the total returns of these Funds for such periods would have been lower
than the total return figures shown in this paragraph.

The Funds may from time to time advertise comparative performance as measured by
various publications, including, but not limited to, Barron's, The Wall Street
Journal, Weisenberger Investment Companies Service, Dow Jones Investment
Adviser, Dow Jones Asset Management, Business Week, Changing Times, Financial
World, Forbes, Fortune and Money. In addition, the Funds may from time to time
advertise their performance relative to certain indices and benchmark
investments, including: (a) the Lipper Analytical Services, Inc. Mutual Fund
Performance Analysis, Fixed Income Analysis and Mutual Fund Indices (which
measure total return and average current yield for the mutual fund industry and
rank mutual fund performance); (b) the CDA Mutual Fund Report published by CDA
Investment Technologies, Inc. (which analyzes price, risk and various measures
of return for the mutual fund industry); (c) the Consumer Price Index published
by the U.S. Bureau of Labor Statistics (which measures changes in the price of
goods and services); (d) Stocks, Bonds, Bills and Inflation published by
Ibbotson Associates (which provides historical performance figures for stocks,
government securities and inflation); (e) the Lehman Brothers Aggregate Bond
Index or its component indices (the Aggregate Bond Index measures the
performance of Treasury, U.S. Government agency, corporate, mortgage and Yankee
bonds); (f) the Standard & Poor's Bond Indices (which measure yield and price of
corporate, municipal and U.S. Government bonds); and (g) historical investment
data supplied by the research departments of Goldman Sachs, Lehman Brothers,
Inc., Credit Suisse First Boston Corporation, Morgan Stanley Dean Witter,
Salomon Smith Barney, Merrill Lynch, Donaldson Lufkin and Jenrette or other
providers of such data. The composition of the investments in such indices and
the characteristics of such benchmark investments are not identical to, and in
some cases are very different from, those of the Funds' portfolios. These
indices and averages are generally unmanaged and the items included in the
calculations of such indices and averages may not be identical to the formulas
used by the Funds to calculate their performance figures.

                                     TAXES

The following is a summary of the principal U.S. federal income, and certain
state and local tax considerations regarding the purchase, ownership and
disposition of shares in the Funds. This summary does not address special tax
rules applicable to certain classes of investors, such as tax-exempt entities,
insurance companies and financial institutions. Each prospective shareholder is
urged to consult his own tax adviser with respect to the specific federal,
state, local and foreign tax consequences of investing in the Funds. The summary
is based on the laws in effect on the date of this Statement of Additional
Information, which are subject to change.

                                   Page -58-
<PAGE>

GENERAL

Each Fund is a separate taxable entity. Each Fund has elected or intends to
elect to be treated, and intends to qualify for each taxable year, as a
regulated investment company under Subchapter M of the Code. Qualification of a
Fund as a regulated investment company under the Code requires, among other
things, that (a) the Fund derive at least 90% of its gross income (including
tax-exempt interest) for its taxable year from dividends, interest, payments
with respect to securities loans and gains from the sale or other disposition of
stocks or securities or foreign currencies, or other income (including but not
limited to gains from options, futures, and forward contracts) derived with
respect to its business of investing in such stock, securities or currencies
(the "90% gross income test"); and (b) the Fund diversify its holdings so that,
at the close of each quarter of its taxable year, (i) at least 50% of the market
value of its total (gross) assets is comprised of cash, cash items, United
States Government securities, securities of other regulated investment companies
and other securities limited in respect of any one issuer to an amount not
greater in value than 5% of the value of the Fund's total assets and to not more
than 10% of the outstanding voting securities of such issuer, and (ii) not more
than 25% of the value of its total assets is invested in the securities of any
one issuer (other than United States Government securities and securities of
other regulated investment companies) or two or more issuers controlled by the
Fund and engaged in the same, similar or related trades or businesses. Future
Treasury regulations could provide that qualifying income under the 90% gross
income test will not include gains from foreign currency transactions or
derivatives that are not directly related to a Fund's principal business of
investing in stock or securities or options and futures with respect to stock or
securities. Using foreign currency positions or entering into foreign currency
options, futures or forward contracts for purposes other than hedging currency
risk with respect to securities in a Fund's portfolio or anticipated to be
acquired may not qualify as "directly-related" under such regulations.

If a Fund complies with such provisions, then in any taxable year in which the
Fund distributes at least 90% of the sum of (i) its "investment company taxable
income" (which includes dividends, taxable interest, taxable accrued original
issue discount, recognized market discount income, income from securities
lending, any net short-term capital gain in excess of net long-term capital loss
and certain net realized foreign exchange gains and is reduced by deductible
expenses) and (ii) the excess of its gross tax-exempt interest, if any, over
certain disallowed deductions ("net tax-exempt interest"), the Fund (but not its
shareholders) will be relieved of federal income tax on any income of the Fund,
including long-term capital gains, distributed to shareholders. However, if a
Fund retains any investment company taxable income or net capital gain (the
excess of net long-term capital gain over net short-term capital loss), it will
be subject to federal income tax at regular corporate rates on the amount
retained.

If a Fund retains any net capital gain, the Fund may designate the retained
amount as undistributed capital gains in a notice to its shareholders who, if
subject to U.S. federal income tax on long-term capital gains, (i) will be
required to include in income for federal income tax purposes, as long-term
capital gain, their shares of such undistributed amount, and (ii) will be
entitled to credit their proportionate shares of the tax paid by the Fund
against their U.S. federal income tax liabilities, if any, and to claim refunds
to the extent the credit exceeds such liabilities.

                                   Page -59-
<PAGE>

For U.S. federal income tax purposes, the tax basis of shares owned by a
shareholder of a Fund will be increased by an amount equal under current law to
65% of the amount of undistributed net capital gain included in the
shareholder's gross income. Each Fund intends to distribute at least annually to
its shareholders all or substantially all of its investment company taxable
income, net tax-exempt interest, and net capital gain. If for any taxable year a
Fund does not qualify as a regulated investment company, it will be taxed on all
of its investment company taxable income and net capital gain at corporate
rates, any net tax-exempt interest may be subject to alternative minimum tax,
and its distributions to shareholders will be taxable as ordinary dividends to
the extent of its current and accumulated earnings and profits.

In order to avoid a 4% federal excise tax, each Fund must distribute (or be
deemed to have distributed) by December 31 of each calendar year at least 98% of
its taxable ordinary income for such year, at least 98% of the excess of its
capital gains over its capital losses (generally computed on the basis of the
one-year period ending on October 31 of such year), and all taxable ordinary
income and the excess of capital gains over capital losses for the previous year
that were not distributed in such year and on which no federal income tax was
paid by the Fund. For federal income tax purposes, dividends declared by a Fund
in October, November or December to shareholders of record on a specified date
in such a month and paid during January of the following year are taxable to
such shareholders as if received on December 31 of the year declared.

Gains and losses on the sale, lapse, or other termination of options and futures
contracts, options thereon and certain forward contracts (except certain foreign
currency options, forward contracts and futures contracts) entered into by a
Fund will generally be treated as capital gains and losses. Certain of the
futures contracts, forward contracts and options held by the Funds will be
required to be "marked-to-market" for federal income tax purposes, that is,
treated as having been sold at their fair market value on the last day of the
Funds' taxable year. As a result, a Fund may be required to recognize income or
gain without a concurrent receipt of cash. Additionally, a Fund may be required
to recognize gain if an option, future, forward contract, short sale, or other
transaction that is not subject to these mark to market rules is treated as a
"constructive sale" of an "appreciated financial position" held by the Fund
under Section 1259 of the Code. Any gain or loss recognized on actual or deemed
sales of futures contracts, forward contracts, or options that are subject to
the mark to market rules, but not the constructive sales rules, (except for
certain foreign currency options, forward contracts, and futures contracts) will
be treated as 60% long-term capital gain or loss and 40% short-term capital gain
or loss. As a result of certain hedging transactions entered into by a Fund,
such Fund may be required to defer the recognition of losses on futures or
forward contracts and options or underlying securities or foreign currencies to
the extent of any unrecognized gains on related positions and the
characterization of gains or losses as long-term or short-term may be changed.
The tax provisions described above applicable to options, futures, forward
contracts and constructive sales may affect the amount, timing and character of
a Fund's distributions to shareholders. Certain tax elections may be available
to the Funds to mitigate some of the unfavorable consequences described in this
paragraph.

Section 988 of the Code contains special tax rules applicable to certain foreign
currency transactions and instruments that may affect the amount, timing and
character of income, gain or loss recognized by Funds other than the Municipal,
Fixed Income and Short-Term Fixed Income.

                                   Page -60-
<PAGE>

Under these rules, foreign exchange gain or loss realized with respect to
foreign currencies and certain futures and options thereon, foreign currency-
denominated debt instruments, foreign currency forward contracts, and foreign
currency-denominated payables and receivables will generally be treated as
ordinary income or loss, although in some cases elections may be available that
would alter this treatment.

If a Fund acquires stock (including, under proposed regulations, an option to
acquire stock such as is inherent in a convertible bond) in certain foreign
corporations that receive at least 75% of their annual gross income from passive
sources (such as interest, dividends, certain rents and royalties or capital
gains) or hold at least 50% of their assets in investments producing such
passive income ("passive foreign investment companies"), the Fund could be
subject to federal income tax and additional interest charges on "excess
distributions" received from such companies or gain from the sale of stock in
such companies, even if all income or gain actually received by the Fund is
timely distributed to its shareholders. The Fund would not be able to pass
through to its shareholders any credit or deduction for such a tax. Certain
elections may, if available, ameliorate these adverse tax consequences, but any
such election could require the Fund to recognize taxable income or gain without
the concurrent receipt of cash. Investments in passive foreign investment
companies may also produce ordinary income rather than capital gains, and the
deductibility of losses is subject to certain limitations. The applicable Funds
may limit and/or manage their holdings in passive foreign investment companies
or make an available election to minimize their tax liability or maximize their
return from these investments.

The federal income tax rules applicable to currency and interest rate swaps,
mortgage dollar rolls, and certain structured securities are unclear in certain
respects, and the Funds may be required to account for these transactions or
instruments under tax rules in a manner that may affect the amount, timing and
character of income, gain or loss therefrom and that may, under certain
circumstances, limit the extent to which the Funds engage in these transactions
or acquire these instruments.

High Yield Bond and Total Return Bond may invest in debt obligations that are in
the lowest rating categories or are unrated, including debt obligations of
issuers not currently paying interest as well as issuers who are in default.
Investments in debt obligations that are at risk of or in default present
special tax issues for these Funds. Tax rules are not entirely clear about
issues such as when a Fund may cease to accrue interest, original issue
discount, or market discount, when and to what extent deductions may be taken
for bad debts or worthless securities, how payments received on obligations in
default should be allocated between principal and income, and whether exchanges
of debt obligations in a workout context are taxable. These and other issues
will be addressed by these Funds, to the extent they invest in such securities,
in order to reduce the risk of their distributing insufficient income to
preserve their status as regulated investment companies and seek to avoid having
to pay federal income or excise tax.

A Fund that invests in foreign securities may be subject to foreign withholding
or other foreign taxes on certain income (possibly including, in some cases,
capital gains) from such securities. Tax conventions between certain countries
and the U.S. may reduce or eliminate such taxes in some cases. The Funds
anticipate that they generally will not be entitled to elect to pass through
such foreign taxes to their shareholders. If such an election is made,
shareholders would have to

                                   Page -61-
<PAGE>

include their shares of such taxes as additional income, but could be entitled
to U.S. tax credits or deductions for such taxes, subject to certain
requirements and limitations under the Code.

Each Fund's investments in zero coupon securities, deferred interest securities,
increasing rate securities, pay-in-kind ("P.I.K.") securities, or other
securities bearing original issue discount or, if the Fund elects to include
market discount in income currently, market discount will generally cause it to
realize income prior to the receipt of cash payments with respect to these
securities. Transactions or instruments subject to the mark to market or
constructive sale rules described above may have the same result in some
circumstances. In order to obtain cash to distribute this income or gain,
maintain its qualification as a regulated investment company, and avoid federal
income or excise taxes, a Fund may be required to liquidate portfolio securities
that it might otherwise have continued to hold.

Each Municipal Fund purchases tax-exempt municipal securities which are
generally accompanied by an opinion of bond counsel to the effect that interest
on such securities is not included in gross income for federal income tax
purposes. It is not economically feasible to, and the Municipal Funds therefore
do not, make any additional independent inquiry into whether such securities are
in fact tax-exempt. Bond counsels' opinions will generally be based in part upon
covenants by the issuers and related parties regarding continuing compliance
with federal tax requirements. Tax laws not only limit the purposes for which
tax-exempt bonds can be issued and the supply of such bonds, but also contain
numerous and complex requirements that must be satisfied on a continuing basis
in order for bonds to be and remain tax-exempt. If the issuer of a bond or a
user of a bond-financed facility fails to comply with such requirements at any
time, interest on the bond could become taxable, retroactive to the date the
bond was issued. In that event, a portion of a Municipal Fund's distributions
attributable to interest such Fund received on such bond for the current year
and for prior years could be characterized or recharacterized as taxable income.

Each Fixed Income Fund and each Municipal Fund may purchase municipal securities
together with the right to resell the securities to the seller at an agreed upon
price or yield within a specified period prior to the maturity date of the
securities. Such a right to resell is commonly known as a "put" and is also
referred to as a "standby commitment." A Fund may pay for a standby commitment
either separately, in cash, or in the form of a higher price for the securities
which are acquired subject to the standby commitment, thus increasing the cost
of securities and reducing the yield otherwise available. Additionally, a Fund
may purchase beneficial interests in municipal securities held by trusts,
custodial arrangements or partnerships and/or combined with third-party puts or
other types of features such as interest rate swaps; those investments may
require the Fund to pay "tender fees" or other fees for the various features
provided. The IRS has issued a revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be tax-
exempt in the hands of the company and may be distributed to its shareholders as
exempt-interest dividends. The IRS has subsequently announced that it will not
ordinarily issue advance ruling letters as to the identity of the true owner of
property in cases involving the sale of securities or participation interests
therein if the purchaser has the right to cause the security, or the
participation interest therein, to

                                   Page -62-
<PAGE>

be purchased by either the seller or a third party. Each Fund intends to take
the position that it is the owner of any municipal obligations acquired subject
to a standby commitment or other third party put and that tax-exempt interest
earned with respect to such municipal obligations will be tax-exempt in its
hands. There is no assurance that the IRS will agree with such position in any
particular case. Additionally, the federal income tax treatment of certain other
aspects of these investments, including the treatment of tender fees paid by the
Fund, in relation to various regulated investment company tax provisions is
unclear. However, the Adviser intends to manage each Fund's portfolio in a
manner designed to minimize any adverse impact from the tax rules applicable to
these investments.

For federal income tax purposes, each Fund is permitted to carry forward a net
capital loss in any year to offset its own capital gains, if any, during the
eight years following the year of the loss. To the extent subsequent years'
capital gains are offset by such losses, they would not result in federal income
tax liability to the applicable Fund and, accordingly, would generally not be
distributed to shareholders. At October 31, 1999 the following Funds had
available realized capital losses to offset future net capital gains: (and, in
the case of Micro Cap, September 30, 1999)

                                                              Expiration
                                                                 Date
                                                           ---------------
Municipal Bond                        $   150,144             10/31/2007
Fixed Income                            7,769,404             10/31/2007
Short-Term Municipal Bond                 144,583          10/31/2005-2007
Short-Term Fixed Income                    15,249             10/31/2007
High Yield Bond                         4,781,756          10/31/2006-2007
Smaller Companies                         127,538          10/31/2006-2007
Micro Cap                               1,267,724             10/31/2007

U.S. SHAREHOLDERS--DISTRIBUTIONS

A Municipal Fund's distributions from the tax-exempt interest it receives will
generally be exempt from federal income tax, provided that such Fund qualifies
as a regulated investment company, at least 50% of the value of the Fund's total
assets at the close of each quarter of its taxable year consists of debt
obligations that pay interest excluded from gross income under Section 103(a) of
the Code, and the Fund properly designates such distributions as "exempt-
interest dividends." The portions of such exempt-interest dividends, if any,
derived from interest on certain private activity bonds will constitute tax
preference items and may give rise to, or increase liability under, the federal
alternative minimum tax for particular shareholders. In addition, all exempt-
interest dividends may increase certain corporate shareholders' liability, if
any, for the corporate alternative minimum tax and will be taken into account in
determining the portion, if any, of a shareholder's social security benefits or
certain railroad retirement benefits that is subject to tax.

For U.S. federal income tax purposes, distributions by the Funds other than the
Municipal Funds, as well as any distributions of the Municipal Funds that are
not designated as exempt-interest dividends as described above, whether
reinvested in additional shares or paid in cash, generally will be taxable to
shareholders who are subject to tax.

                                   Page -63-
<PAGE>

Shareholders receiving a distribution in the form of newly issued shares will be
treated for U.S. federal income tax purposes as receiving a distribution in an
amount equal to the amount of cash they would have received had they elected to
receive cash and will have a cost basis in each share received equal to such
amount divided by the number of shares received. Distributions from investment
company taxable income of any Fund, including the Municipal Funds, for the year
will be taxable as ordinary income. Investment company taxable income includes,
among other things, dividends, taxable interest, income from repurchase
agreements, certain interest from interest rate swaps and income from securities
loans; accrued, recognized market discount; a portion of the discount on certain
stripped tax-exempt obligations and their coupons; and net short-term capital
gain (in excess of net long-term capital loss) from the sale of investments or
options or futures transactions or the disposition of rights to when-issued
securities prior to issuance. Distributions to corporate shareholders designated
as derived from dividend income received by a Fund, if any, that would be
eligible for the dividends received deduction if the Fund were not a regulated
investment company will be eligible, subject to certain holding period and debt-
financing restrictions, for the 70% dividends received deduction for
corporations. Because eligible dividends are limited to those received by a Fund
from U.S. domestic corporations, dividends paid by Funds other than the Equity
Funds will generally not qualify for the dividends received deduction, and some
of the dividends paid by the Equity Funds also may not qualify for the
deduction. The dividends-received deduction, if available, is reduced to the
extent the shares with respect to which the dividends received are treated as
debt financed under the Code and is eliminated if the shares are deemed to have
been held for less than a minimum period, generally 46 days, extending before
and after each such dividend. The entire dividend, including the deducted
amount, is considered in determining the excess, if any, of a corporate
shareholder's adjusted current earnings over its alternative minimum taxable
income, which may increase its liability for the federal alternative minimum
tax. The dividend may, if it is treated as an "extraordinary dividend" under the
Code, reduce such shareholder's tax basis in its shares of a Fund and, to the
extent such basis would be reduced below zero, require the current recognition
of income. Capital gain dividends (i.e., dividends from net capital gain) paid
by any Fund, including the Municipal Funds, if designated as such in a written
notice to shareholders mailed not later than 60 days after a Fund's taxable year
closes, will be taxed to shareholders as long-term capital gain regardless of
how long shares have been held by shareholders, but are not eligible for the
dividends received deduction for corporations.

Interest on indebtedness incurred directly or indirectly to purchase or carry
shares of a Municipal Fund will not be deductible to the extent it is deemed
related to exempt-interest dividends paid by such Fund.

A Municipal Fund may not be an appropriate investment for persons who are, or
are related to, substantial users of facilities financed by industrial
development or private activity bonds.

Shareholders that are required to file tax returns are required to report tax-
exempt interest income, including exempt-interest dividends, on their federal
income tax returns. Each Municipal Fund will inform shareholders of the federal
income tax status of its distributions after the end of each calendar year,
including the amounts that qualify as exempt-interest dividends and any portions
of such amounts that constitute tax preference items under the federal
alternative minimum tax. Shareholders who have not held shares of a Municipal
Fund for a full taxable year may have designated as tax-exempt or as a tax
preference item a percentage of their distributions

                                   Page -64-
<PAGE>

which is not exactly equal to a proportionate share of the amount of tax-exempt
interest or tax preference income earned during the period of their investment
in the Fund. Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions, and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their tax
advisers for more information.

U.S. SHAREHOLDERS--SALE OF SHARES

When a shareholder's shares are sold, redeemed or otherwise disposed of in a
transaction that is treated as a sale for tax purposes, the shareholder will
generally recognize gain or loss equal to the difference between the
shareholder's adjusted tax basis in the shares and the cash, or fair market
value of any property received. Assuming the shareholder holds the shares as a
capital asset at the time of such sale or other disposition, such gain or loss
should be capital in character. However, any loss realized on the sale,
redemption or other disposition of shares of a Municipal Fund with a tax holding
period of six months or less will be disallowed to the extent of any exempt-
interest dividends with respect to such shares. Moreover, any loss realized on
the sale, redemption, or other disposition of the shares of any Fund with a tax
holding period of six months or less, to the extent such loss is not disallowed
under any other tax rule, will be treated as a long-term capital loss to the
extent of any capital gain dividend with respect to such shares. Additionally,
any loss realized on a sale, redemption or other disposition of shares of a Fund
may be disallowed under "wash sale" rules to the extent the shares disposed of
are replaced with shares of the same Fund within a period of 61 days beginning
30 days before and ending 30 days after the shares are disposed of, such as
pursuant to a dividend reinvestment in shares of the Fund. If disallowed, the
loss will be reflected in an adjustment to the basis of the shares acquired.
Shareholders should consult their own tax advisers regarding their particular
circumstances to determine whether a disposition of Fund shares is properly
treated as a sale for tax purposes, as is assumed in the foregoing discussion.

The Funds may be required to withhold, as "backup withholding," federal income
tax at a rate of 31% from dividends (including distributions from a Fund's net
long-term capital gains, but not including exempt-interest dividends) and share
redemption and exchange proceeds to individuals and other non-exempt
shareholders who fail to furnish the Funds with a correct taxpayer
identification number ("TIN") certified under penalties of perjury, or if the
Internal Revenue Service or a broker notifies the Funds that the payee has
failed to properly report interest or dividend income to the IRS or that the TIN
furnished by the payee to the Funds is incorrect, or if (when required to do so)
the payee fails to certify under penalties of perjury that it is not subject to
backup withholding. Any amounts withheld may be credited against a shareholder's
United States federal income tax liability. Distributions by a Municipal Fund
will not be subject to backup withholding, however, for any year such Fund
reasonably estimates that at least 95% of its dividends will be exempt-interest
dividends.

NON-U.S. SHAREHOLDERS

Shareholders who, as to the United States, are nonresident aliens, foreign
corporations, fiduciaries of foreign trusts or estates, foreign partnerships or
other non-U.S. investors generally will be subject to U.S. withholding tax at
the rate of 30% on distributions treated as ordinary

                                   Page -65-
<PAGE>

income unless the tax is reduced or eliminated pursuant to a tax treaty or the
dividends are effectively connected with a U.S. trade or business of the
shareholder. In the latter case the dividends will be subject to tax on a net
income basis at the graduated rates applicable to U.S. individuals or domestic
corporations. Distributions of net capital gain, including amounts retained by a
Fund which are designated as undistributed capital gains, to a non-U.S.
shareholder will not be subject to U.S. federal income or withholding tax unless
the distributions are effectively connected with the shareholder's trade or
business in the United States or, in the case of a shareholder who is a
nonresident alien individual, the shareholder is present in the United States
for 183 days or more during the taxable year and certain other conditions are
met. Any gain realized by a non-U.S. shareholder upon a sale or redemption of
shares of a Fund will not be subject to U.S. federal income or withholding tax
unless the gain is effectively connected with the shareholder's trade or
business in the United States, or in the case of a shareholder who is a
nonresident alien individual, the shareholder is present in the United States
for 183 days or more during the taxable year and certain other conditions are
met. Non-U.S. investors should consult their tax advisers about the
applicability of U.S. federal income or withholding taxes to certain
distributions received by them.

STATE AND LOCAL

The Funds may be subject to state or local taxes in jurisdictions in which the
Funds may be deemed to be doing business. In addition, in those states or
localities which have income tax laws, the treatment of a Fund and its
shareholders under such laws may differ from their treatment under federal
income tax laws, and investment in the Fund may have tax consequences for
shareholders different from those of a direct investment in the Fund's portfolio
securities. Shareholders should consult their own tax advisers concerning these
matters.

                      GENERAL INFORMATION ABOUT THE TRUST

GENERAL

The Trust was formed as a business trust under the laws of the State of Delaware
on September 13, 1993, and commenced investment operations on January 3, 1994.
The Board of Trustees of the Trust is responsible for the overall management and
supervision of the affairs of the Trust. The Declaration of Trust authorizes the
Board of Trustees to create separate investment series or portfolios of shares.
As of the date hereof, the Trustees have established the Funds described in this
Prospectus and seven additional series. Until December 28, 1994, Fixed Income
and Municipal Bond were series of The Advisors' Inner Circle Fund, a business
trust organized under the laws of The Commonwealth of Massachusetts on July 18,
1991. The Declaration of Trust further authorizes the Trust to classify or
reclassify any series or portfolio of shares into one or more classes. As of the
date hereof, the Trustees have established three classes of shares: Investment
shares, Institutional shares and Premier shares.

The shares of each class represent an interest in the same portfolio of
investments of a Fund. Each class has equal rights as to voting, redemption,
dividends and liquidations, except that only Investment shares bear service fees
and each class may bear other expenses properly attributable to the particular
class. Also, holders of Investment shares of each Fund have exclusive voting
rights with respect to the service plan adopted by their Fund.

                                   Page -66-
<PAGE>

When issued, shares of the Funds are fully paid and nonassessable. In the event
of liquidation, shareholders are entitled to share pro rata in the net assets of
the applicable Fund available for distribution to shareholders. Shares of the
Funds entitle their holders to one vote per share, are freely transferable and
have no preemptive, subscription or conversion rights.

Shares of a Fund will be voted separately with respect to matters pertaining to
that Fund except for the election of Trustees and the ratification of
independent accountants. For example, shareholders of each Fund are required to
approve the adoption of any investment advisory agreement relating to such Fund
and any change in the fundamental investment restrictions of such Fund. Approval
by the shareholders of one Fund is effective only as to that Fund. The Trust
does not intend to hold shareholder meetings, except as may be required by the
1940 Act. The Trust's Declaration of Trust provides that special meetings of
shareholders shall be called for any purpose, including the removal of a
Trustee, upon written request of shareholders entitled to vote at least 10% of
the outstanding shares of the Trust, or Fund, as the case may be. In addition,
if ten or more shareholders of record who have held shares for at least six
months and who hold in the aggregate either shares having a net asset value of
$25,000 or 1% of the outstanding shares, whichever is less, seek to call a
meeting for the purpose of removing a Trustee, the Trust has agreed to provide
certain information to such shareholders and generally to assist their efforts.

In the event of a liquidation or dissolution of the Trust or an individual Fund,
shareholders of a particular Fund would be entitled to receive the assets
available for distribution belonging to such Fund. Shareholders of a Fund are
entitled to participate in the net distributable assets of the particular Fund
involved on liquidation, based on the number of shares of the Fund that are held
by each shareholder.

As of October 17, 2000, the following shareholders owned the following
respective percentages of the outstanding Institutional shares of Fixed Income,
Municipal Bond, Short-Term Municipal Bond, Short-Term Fixed Income, High Yield
Bond, Smaller Companies and Micro Cap:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                               Percentage of
 Fund                              Shareholder Name and Address                                Outstanding
                                                                                               Shares of the Fund
-------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                                         <C>
 Fixed Income - Institutional      Charles Schwab & Co Inc., Special Custody Account,          8.78%
 Class                             Mutual Funds Department, 101 Montgomery St., San
                                   Francisco, CA 94104-4122
-------------------------------------------------------------------------------------------------------------------
                                   Wendel & Co A/C 767923, c/o The Bank of New York, Attn:     5.98%
                                   Mutual Fund/Reorg Dept/ P.O. Box 1066 Wall Street
                                   Station, New York, NY 10268-1066
-------------------------------------------------------------------------------------------------------------------
 Municipal Bond - Institutional    Charles Schwab & Co Inc., Special Custody Account,          59.03%
 Class                             Mutual Funds Department, 101 Montgomery Street, San
                                   Francisco, CA 94104-4122
-------------------------------------------------------------------------------------------------------------------
                                   National Financial Services Corp., For the Exclusive        5.08%
                                   Benefit of Our Customers, Attn: Mutual Funds - No Loads
                                   - 5/th/ Floor, 200 Liberty Street, 1 World Fin Ctr, New
                                   York, NY  10281-1003
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                   Page -67-
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                               Percentage of
 Fund                              Shareholder Name and Address                                Outstanding
                                                                                               Shares of the Fund
-------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                                         <C>
 Short-Term Municipal Bond -       Charles Schwab & Co Inc., Special Custody Account,          70.67%
 Institutional Class71.            Mutual Funds Department, 101 Montgomery Street, San
                                   Francisco, CA 94104-4122
-------------------------------------------------------------------------------------------------------------------
                                   Batrus & Co., c/o Bankers Trust Co., P.O. Box 9005,         8.78%
                                   Church Street Station, New York, NY 10006
-------------------------------------------------------------------------------------------------------------------
 Short-Term Fixed Income -         Independence Trust Company, Cash Account, P.O. Box          32.14%
 Institutional Class               662188, Franklin, TN 37058-2188
-------------------------------------------------------------------------------------------------------------------
                                   First Union National Bank, Cash/Reinvest Acct, Acct         17.95%
                                   #988688883, 1525 W Wt Harris Blvd #NC1151, Charlotte,
                                   NC 28262-8522
-------------------------------------------------------------------------------------------------------------------
                                   Batrus & Co, c/o Bankers Trust Co, P.O. Box 9005,           10.36%
                                   Church Street Station, New York, NY 10006
-------------------------------------------------------------------------------------------------------------------
                                   First Union National Bank Cust FBO Jewish Federation of     6.86%
                                   Greater Philadelphia Charitable Trust Fund A/C
                                   1080825451 1525 W. WT Harris Blvd. 3A4CMG-NC1151
                                   Charlotte, NC 28262-8522
-------------------------------------------------------------------------------------------------------------------
 High Yield Bond --                Bost & Co A/C NYXF1783602 FBO Bell Atlantic Master          71.86%
 Institutional Class               Trust Mutual Fund Operations P O Box 3198 Pittsburgh,
                                   PA 15230-3198

-------------------------------------------------------------------------------------------------------------------
                                   Public School Employees Retirement System C/O Mellon        5.96%
                                   Trust MTL Fnds Ops P O Box 3198 Pittsburgh, PA
                                   15230-3198
-------------------------------------------------------------------------------------------------------------------
 Smaller Companies -               Morgan Grenfell Capital Management Inc., 885 Third Ave      69.67%
 Institutional Class               32nd Fl, New York, NY 10022-4834
-------------------------------------------------------------------------------------------------------------------
                                   Deutsche Bank Securities, Inc., C/F 360-01618-83, 1251      14.59%
                                   6/th/ Ave, New York, NY 10020-1104
-------------------------------------------------------------------------------------------------------------------
                                   Fidelity Investments Institutional Operations Co Inc.,      6.77%
                                   As Agent for Certain Employee Benefit Plans, 100
                                   Magellan Way KWIC, Covington, KY 41015-1999
-------------------------------------------------------------------------------------------------------------------
 Micro Cap - Institutional Class   Charles Schwab & Co, Inc., Special Custody Account,         57.47%
                                   Mutual Funds Department, 101 Montgomery Street, San
                                   Francisco, CA 94104-4122
-------------------------------------------------------------------------------------------------------------------
                                   Currie & Co, c/o Fiduciary Trust Company Intl, P.O. Box     9.35%
                                   3199, Church Street Station, New York, NY 10008-3199
-------------------------------------------------------------------------------------------------------------------
                                   Fidelity Investments Institutional Operations Co Inc as     5.58%
                                   agent for certain employee benefit plans, 100 Magellan
                                   Way KWIC, Covington, KY 41015-1999
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                   Page -68-
<PAGE>

As of October 17, 2000, the following shareholders owned the following
respective percentages of the outstanding Investment shares of the following
funds:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                               Percentage of
 Fund                              Shareholder Name and Address                                Outstanding Shares of
                                                                                               the Fund

---------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                                         <C>
 Fixed Income --                   National Financial Services Corp for the Exclusive          83.09%
 Investment Class                  Benefit of our Customers, ATTN Mutual FDS - No Loads,
                                   5/th/ Fl, 200 Liberty St, 1 World Fin Ctr, New York, NY
                                   10281-1003

---------------------------------------------------------------------------------------------------------------------
                                   Charles Schwab & Co, Inc., Special Custody Account,         15.83%
                                   Mutual Funds Department, 101 Montgomery Street, San
                                   Francisco, CA 94104-4122
---------------------------------------------------------------------------------------------------------------------
 Municipal Bond --                 National Financial Services Corp for the Exclusive          79.51%
 Investment Class                  Benefit of our Customers, ATTN Mutual FDS, No Loads,
                                   5/th/ Fl, 200 Liberty St, 1 World Fin Ctr, New York, NY
                                   10281-1003

---------------------------------------------------------------------------------------------------------------------
                                   Charles Schwab & Co, Inc., Special Custody Account,         14.25%
                                   Mutual Funds Department, 101 Montgomery Street, San
                                   Francisco, CA 94104-4122
---------------------------------------------------------------------------------------------------------------------
 Short-Term Municipal Bond --      National Investor Services Corp for Exclusive Benefit       70.71%
 Investment Class                  of Customers, 55 Water St., Fl 32, New York, NY
                                   10041-3299
---------------------------------------------------------------------------------------------------------------------
                                   National Financial Services Corp for the Exclusive          29.26%
                                   Benefit of our Customers, ATTN Mutual FDS, No Loads,
                                   5/th/ Fl, 200 Liberty St, 1 World Fin Ctr, New York, NY
                                   10281-1003
---------------------------------------------------------------------------------------------------------------------
 High Yield Bond --                Charles Schwab & Co. Inc. Special Custody Account           90.41%
 Investment Class                  Mutual Funds Department 101 Montgomery Street San
                                   Francisco, CA 94104-4122

---------------------------------------------------------------------------------------------------------------------
 Smaller Companies --              National Financial Svcs Corp for Exclusive Benefit of       89.52%
 Investment Class                  our Customers, Sal Vella, 200 Liberty St, New York, NY
                                   10281-1000

---------------------------------------------------------------------------------------------------------------------
                                   Charles Schwab & Co, Inc., Special Custody Account,         10.46%
                                   Mutual Funds Department, 101 Montgomery Street, San
                                   Francisco, CA 94104-4122
---------------------------------------------------------------------------------------------------------------------
 Micro Cap --                      Charles Schwab & Co, Inc., Special Custody Account,         90.03%
 Investment Class                  Mutual Funds Department, 101 Montgomery Street, San
                                   Francisco, CA 94104-4122

---------------------------------------------------------------------------------------------------------------------
                                   National Investor Services Corp for Exclusive Benefit       7.02%
                                   of Customers, 55 Water St., Fl 32, New York, NY
                                   10041-3299
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                   Page -69-
<PAGE>

SHAREHOLDER AND TRUSTEE LIABILITY

The Trust is organized as a Delaware business trust and, under Delaware law, the
shareholders of a business trust are not generally subject to liability for the
debts or obligations of the trust. Similarly, Delaware law provides that none of
the Funds will be liable for the debts or obligations of any other Fund.
However, no similar statutory or other authority limiting business trust
shareholder liability exists in other states. As a result, to the extent that a
Delaware business trust or a shareholder is subject to the jurisdiction of the
courts in such other states, the courts may not apply Delaware law and may
thereby subject the Delaware business trust shareholders to liability. To guard
against this risk, the Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Trust. Notice of such
disclaimer will normally be given in each agreement, obligation or instrument
entered into or executed by the Trust or the Trustees. The Declaration of Trust
provides for indemnification by the relevant Fund for any loss suffered by a
shareholder as a result of an obligation of the Fund. The Declaration of Trust
also provides that the Trust shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the Trust and
satisfy any judgment thereon. The Trustees believe that, in view of the above,
the risk of personal liability of shareholders is remote.

The Declaration of Trust further provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law, but nothing in the
Declaration of Trust protects a Trustee against any liability to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
or her office.

ANNUAL AND SEMI-ANNUAL REPORTS

Shareholders of each Fund receive an annual report containing audited financial
statements and a semi-annual report. All transactions in Institutional shares
and Premier shares of a Fund and dividends and distributions paid by a Fund are
reflected in confirmations issued by the Transfer Agent at the time of the
transaction and/or in monthly statements issued by the Transfer Agent. A
year-to-date statement will be provided by the Transfer Agent.

CONSIDERATION FOR PURCHASES OF SHARES

The Trust generally will not issue shares of the Funds for consideration other
than cash. At the Trust's sole discretion, however, it may issue Fund shares for
consideration other than cash in connection with an acquisition of portfolio
securities (other than municipal debt securities issued by state political
subdivisions or their agencies or instrumentalities) or pursuant to a bona fide
purchase of assets, merger or other reorganization, provided the securities meet
the investment objectives and policies of the Fund and are acquired by the Fund
for investment and not for resale. An exchange of securities for Fund shares
will generally be a taxable transaction to the shareholder.

                                   Page -70-
<PAGE>

                             ADDITIONAL INFORMATION

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New York
10036, serves as the Funds' independent accountants, providing audit services,
including review and consultation in connection with various filings by the
Trust with the Commission and tax authorities.

REGISTRATION STATEMENT

The Trust has filed with the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities of the Funds and certain other series of
the Trust. If further information is desired with respect to the Trust, the
Funds or such other series, reference is made to the Registration Statement and
the exhibits filed as a part thereof.

                              FINANCIAL STATEMENTS

The unaudited semi-annual financial statements for Micro Cap for the six month
period ended March 31, 2000 and the audited financial statements for Micro Cap
for the year ended September 30, 1999 are included in, and incorporated by
reference into, this Statement of Additional Information in reliance upon
reports of PricewaterhouseCoopers LLP, the Fund's independent auditors, as
experts in accounting and auditing. The unaudited financial statements for the
other Funds for the six month period ended April 30, 2000 and the audited
financial statements for the other Funds for the year ended October 31, 1999 are
included in, and incorporated by reference into, this Statement of Additional
Information in reliance upon the reports of PricewaterhouseCoopers LLP, the
Fund's independent auditors, as experts in accounting and auditing.

The unaudited semi-annual financial statements of the Funds for the periods
ended on and prior to April 30, 2000 are included in, and incorporated by
reference into, this Statement of Additional Information from the 2000 Semi-
Annual Report to Shareholders of Micro Cap for the year ended March 31, 2000
(filed electronically on May 30, 2000, file no. 811-08006; accession no.
0000950169-00-000558) and the 2000 Semi-Annual Reports to Shareholders of the
other Funds for the year ended April 30, 2000 (filed electronically on June 28,
2000; file no. 811-08006; accession nos. 0000950169-00-000661 and 0000950169-00-
000664), and will be attached to each copy of such Statement of Additional
Information that is distributed.

The audited annual financial statements of the Funds for the periods ended on
and prior to October 31, 1999 are included in, and incorporated by reference
into, this Statement of Additional Information from the 1999 Annual Report to
Shareholders of Micro Cap for the year ended September 30, 1999 (filed
electronically on November 29, 1999, file no. 811-08006; accession no.
0000912057-99-007643) and the 1999 Annual Report to Shareholders of the other
Funds for the year ended October 31, 1999 (filed electronically on December 30,
1999; file no. 811-08006; accession no. 0000912057-99-011088), and will be
attached to each copy of such Statement of Additional Information that is
distributed.

                                   Page -71-
<PAGE>

                                  APPENDIX A

                          DESCRIPTION OF BOND RATINGS

  The rating descriptions set forth below are believed to be the most recent
rating descriptions available from Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Ratings Group ("Standard & Poor's) and Fitch IBCA, Duff &
Phelps ("Fitch") at the date of this SAI Information for the securities listed.
Ratings are generally given to securities at the time of issuance. While the
rating agencies may from time to time revise such ratings, they undertake no
obligation to do so, and the ratings indicated do not necessarily represent
ratings which will be given to these securities on the date of a Fund's fiscal
year end.

I.  LONG-TERM DEBT RATINGS

MOODY'S

     Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from `Aa' through `Caa'. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge". Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

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

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium grade obligations, ie:,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba:  Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

                                   Page -72-
<PAGE>

B:  Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa:  Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca:  Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C:  Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

STANDARD & POOR'S

     Ratings from `AA' to `CCC' may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.

AAA:  Bonds rated AAA have the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA:  Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the higher rated issues only in small degree.

A:  Bonds rated A have a very strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

BBB:  Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal.  Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than in higher rated categories.

Bond rated `BB', `B', `CCC', and `CC' are regarded as having significant
speculative characteristics. Such bonds will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or
major exposures to adverse conditions.

BB:  Bonds rated BB are less vulnerable in the near term than other lower-rated
bonds. However, they face major ongoing uncertainties and exposure to adverse
business, financial, or economic conditions which could lead to the issuer's
inadequate capacity to meet its financial commitments.

B:  Bonds rated B are more vulnerable than bonds rated BB, but the issuer
currently has the capacity to meet its financial commitments. Adverse business,
financial, or economic conditions will likely impair the issuer's capacity or
willingness to meet its financial commitments.

CCC:  Bonds rated CCC are currently vulnerable, and are dependent upon favorable
business, financial, and economic conditions to meet financial commitments.

                                   Page -73-
<PAGE>

CC:  Bonds rated CC are currently highly vulnerable.

FITCH

     Plus or minus may be appended to a rating to denote relative status with
major rating categories. Such suffixes are not added to the `AAA' long-term
rating category, to categories below `CCC', or to short-term ratings other than
`F1'.

Investment Grade

AAA:  Highest credit quality.  AAA ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong capacity for
timely payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.

AA:  Very high credit quality. AA ratings denote a very low expectation of
credit risk. They indicate very strong capacity for timely payment of financial
commitments. This capacity is not significantly vulnerable to foreseeable
events.

A:  High credit quality. A ratings denote a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.

BBB:  Good credit quality. BBB ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity. This is the lowest
investment-grade category.

Speculative Grade

BB:  Speculative. BB ratings indicate that there is a possibility of credit risk
developing, particularly as the result of adverse economic change over time;
however, business or financial alternatives may be available to allow financial
commitments to be met. Securities rated in this category are not investment
grade.

B:  Highly speculative. B ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met; however, capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.

CCC, CC, C: High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained, favorable
business or economic developments. A CC rating indicates that default of some
kind appears probable. A C rating signals imminent default.

DDD, DD, D: Default. The ratings of obligations in this category are based on
their prospects for achieving partial or full recovery in a reorganization or
liquidation of the obligor. While expected recovery values are highly
speculative and cannot be estimated with any precision, the

                                   Page -74-
<PAGE>

following serve as general guidelines. "DDD" obligations have the highest
potential for recovery, around 90%-100% of outstanding amounts and accrued
interest, "DD" indicated potential recoveries in the range of 50%-90% and "D"
the lowest recovery potential, i.e., below 50%.

Entities in this category have defaulted on some or all of their obligations.
Entities rated "DDD" have the highest prospect for resumption of performance or
continued operation with or without a formal reorganization process. Entities
rated "DD" and "D" are generally undergoing a formal reorganization or
liquidation process; those rated "DD" are likely to satisfy a higher portion of
their outstanding obligations, while entities rated "D" have a poor prospect of
repaying all obligations.

II.  SHORT-TERM DEBT RATINGS

     Short-term debt ratings may be assigned, for example, to commercial paper,
master demand notes, bank instruments and letters of credit.

MOODY'S

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

PRIME-1 Issuers rated Prime-1 (or supporting institutions) have superior
capacity for repayment of senior short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by many of the following
characteristics:

     - Leading market positions in well-established industries.

     - High rates of return on funds employed.

     - Conservative capitalization structure with moderate reliance on debt and
       ample asset protection.

     - Broad margins in earnings coverage of fixed financial charges and high
       internal cash generation.

     - Well-established access to a range of financial markets and assured
       sources of alternative liquidity.

PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong ability
for repayment of senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

PRIME-3 Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in

                                   Page -75-
<PAGE>

changes in the level of debt protection measurements and may require relatively
high financial leverage. Adequate alternate liquidity is maintained.

Issuers rated Not Prime do not fall within any of the Prime rating categories.

STANDARD & POOR'S

A-1: An obligor rated A-1 has strong capacity to meet its financial commitments.
It is rated in the highest category by Standard & Poor's. Within this category,
certain obligors are designated with a plus sign (+). This indicates that the
obligor's capacity to meet its financial commitments is extremely strong.

A-2: An obligor rated A-2 has satisfactory capacity to meet its financial
commitments. However, it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligors in the highest
rating category.

A-3: An obligor rated A-3 has adequate capacity to meet its financial
obligations. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitments.

B: An obligor rated B is regarded as vulnerable and has significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitments; however, it faces major ongoing uncertainties which could lead to
the obligor's inadequate capacity to meet its financial commitments.

C: An obligor rated C is currently vulnerable to nonpayment and is dependent
upon favorable business, financial, and economic conditions for it to meet its
financial commitments.

FITCH

F1: Highest credit quality. Indicates the strongest capacity for timely payment
of financial commitments; may have an added "+" to denote any exceptionally
strong credit feature.

F2: Good credit quality. A satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of the
higher ratings.

F3: Fair credit quality. The capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could result in a
reduction to non-investment grade.

B: Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.

C: High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.

D: Default. Denotes actual or imminent payment default.

                                   Page -76-
<PAGE>

III. SHORT-TERM LOAN/MUNICIPAL NOTE RATINGS

MOODY'S

     In municipal debt issuance, there are three rating categories for short-
term obligations that are considered investment grade. These ratings are
designated as Moody's Investment Grade (MIG) and are divided into three levels -
MIG 1 through MIG 3.

MIG 1/VMIG 1 This designation denotes superior credit quality. Excellent
protection is afforded by established cash flows, highly reliable liquidity
support, or demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2 This designation denotes strong credit quality. Margins of
protection are ample, although not as large as in the preceding group.

MIG 3/VMIG 3 This designation denotes acceptable credit quality. Liquidity and
cash-flow protection may be narrow, and market access for refinancing is likely
to be less well-established.

SG:  This designation denotes speculative-grade credit quality. Debt instruments
in this category may lack sufficient margins of protection.

STANDARD & POOR'S

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

SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.

SP-3 Speculative capacity to pay principal and interest.

                                   Page -77-
<PAGE>

                                  APPENDIX B

                  THE ADVISER'S MICRO CAP INVESTMENT RESULTS

Set forth below are investment results for Micro Cap and a composite of accounts
managed by Micro Cap Equity Team of DeAM, Inc. in accordance with Micro Cap
investment strategy (the "DeAM, Inc. Micro Cap Composite"). For comparison
purposes, performance information is also shown for Micro Cap and the Russell
2000 (an index of small capitalization stocks). The Russell 2000 is comprised of
issuers that are ranked according to market capitalization in the bottom 10% of
the U.S. equity market. In contrast, Micro Cap's principal investments are
common stocks of issuers that are ranked (at time of purchase) in the bottom 5%
of U.S. equity market.

Each of the Adviser's discretionary, microcap accounts (other than Micro Cap,
which commenced operations on December 18, 1996) is included in the DeAM, Inc.
Micro Cap Composite. These accounts had the same investment objective as Micro
Cap and were managed using substantially similar, though not necessarily
identical, investment strategies and techniques as those contemplated for Micro
Cap. Because of the similarities in investment strategies and techniques, the
Adviser believes that the accounts included in the DeAM, Inc. Micro Cap
Composite are sufficiently comparable to Micro Cap to make the performance data
listed below relevant to prospective investors.

The investment results presented on the next page for the DeAM, Inc. Micro Cap
Composite includes Micro Cap's investment results and are not intended to
predict or suggest the returns that will be experienced by Micro Cap or the
return an investor may achieve by investing in shares of the Fund. Most of the
accounts included in the DeAM, Inc. Micro Cap Composite were not subject to the
investment limitations, diversification requirements and other restrictions
imposed on registered mutual funds by the Investment Company Act of 1940 and the
Internal Revenue Code of 1986, as amended. If more of the accounts had been
subject to these requirements, the performance of the DeAM, Inc. Micro Cap
Composite might have been lower.

The investment results of the DeAM, Inc. Micro Cap Composite were calculated in
accordance with the Association for Investment Management and Research (AIMR)
Performance Presentation Standards and are shown net of commissions and
transaction costs (including custody fees) and net of the highest investment
advisory fee charged to any account included in the Composite (2.00% for periods
prior to October 1, 1993 and 1.50% for subsequent periods). Micro Cap's
estimated total annual operating expenses are higher than the highest investment
advisory fee charged to any account included in the DeAM, Inc. Micro Cap
Composite. As a result, it is expected that fees and expenses will reduce Micro
Cap's performance to a greater extent than investment advisory fees have reduced
the performance of accounts included in the DeAM, Inc. Micro Cap Composite.

                                   Page -78-
<PAGE>

                           PERFORMANCE OF MICRO CAP



--------------------------------------------------------------------------------
TOTAL RETURN FOR YEAR ENDED                                  77.53%
DECEMBER 31, 1999
--------------------------------------------------------------------------------
ANNUALIZED TOTAL RETURN FOR                                  29.41%
PERIOD FROM DECEMBER 18, 1996 TO
DECEMBER 31, 1999
--------------------------------------------------------------------------------


                               INVESTMENT TRUST

                                   Micro Cap
        Performance of DeAM, Inc. Micro Cap Composite And Russell 2000

                          AVERAGE ANNUAL TOTAL RETURN
                        DeAM, Inc. MICRO CAP COMPOSITE

--------------------------------------------------------------------
             YEAR              NET OF FEES)         RUSSELL 2000
--------------------------------------------------------------------
             1999                 75.30                   43.09
--------------------------------------------------------------------
             1998                  1.14                    1.23
--------------------------------------------------------------------
             1997                 20.53                   12.95
--------------------------------------------------------------------
             1996                 52.70                   11.26
--------------------------------------------------------------------
             1995                 56.38                   31.04
--------------------------------------------------------------------
             1994                 15.39                    2.43
--------------------------------------------------------------------
             1993                 20.28                   13.36
--------------------------------------------------------------------
             1992                  5.58                    7.77
--------------------------------------------------------------------
             1991                 77.47                   51.19
--------------------------------------------------------------------
             1990                  0.50                   17.41
--------------------------------------------------------------------
      ANNUALIZED TOTAL            22.01                   12.29
      RETURN FOR PERIOD
   FROM DECEMBER 31, 1987
    TO DECEMBER 31, 1999
--------------------------------------------------------------------

                                   Page -79-
<PAGE>

                               INVESTMENT TRUST
                               One South Street
                              Baltimore, MD 21202

                              INVESTMENT ADVISER
                        Deutsche Asset Management, Inc.
                               885 Third Avenue
                              New York, NY 10022

                                 ADMINISTRATOR
                        Deutsche Asset Management, Inc.
                      150 South Independence Square West
                       Philadelphia, Pennsylvania 19106

                                  DISTRIBUTOR
                            ICC Distributors, Inc.
                              Two Portland Square
                              Portland, ME 04101

                                   CUSTODIAN
                         Brown Brothers Harriman & Co.
                                40 Water Street
                          Boston, Massachusetts 02109

                                TRANSFER AGENT
                       Investment Company Capital Corp.
                               One South Street
                           Baltimore, Maryland 21202

                            INDEPENDENT ACCOUNTANTS
                          PricewaterhouseCoopers LLP
                          1177 Avenue of the Americas
                           New York, New York 100036

                                 LEGAL COUNSEL
                               Hale and Dorr LLP
                                60 State Street
                          Boston, Massachusetts 02109

                              SERVICE INFORMATION
    Existing accounts, new accounts, prospectuses, Statements of Additional
          Information applications, and service forms--1-800-730-1313

                      Telephone Exchanges--1-800-730-1313

                          Share Price and Performance
                          Information--1-800-730-1313

                                   Page -80-


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