ALPHA SELECT FUNDS, 485APOS, 1999-11-24

ALPHA SELECT FUNDS
485APOS, 1999-11-24

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1999

File No. 33-70958
File No. 811-8104

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 11

and

REGISTRATION STATEMENT UNDER
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 12

ALPHA SELECT FUNDS
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

1235 Westlakes Drive, Suite 350
Berwyn, Pennsylvania 19312-2414
--------------------------------------------------
(Address of Principal Executive Offices, Zip Code)

STEPHEN KNEELEY
TURNER INVESTMENT PARTNERS, INC.
1235 WESTLAKES DRIVE, SUITE 350
BERWYN, PENNSYLVANIA 19312-2414

Copies to:

JAMES W. JENNINGS, ESQUIRE JOHN H. GRADY, JR., ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET 1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103 PHILADELPHIA, PENNSYLVANIA 19103

Title of Securities Being Registered...Units of Beneficial Interest

- --------------------------------------------------------------------------------
It is proposed that this filing become effective (check appropriate box):
___ immediately upon filing pursuant to paragraph (b)
___ on [date] pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)
_X_ on January 28, 2000 pursuant to paragraph (a) of Rule 485
___ 75 days after filing pursuant to paragraph (a)(2)

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

<PAGE>

ALPHA SELECT FUNDS

CLASS A SHARES
CLASS C SHARES
CLASS I SHARES

PROSPECTUS
January 31, 2000

SELECT LARGE CAP GROWTH FUND
SELECT LARGE CAP VALUE FUND
SELECT SMALL CAP GROWTH FUND
SELECT SMALL CAP VALUE FUND
SELECT PREMIER CORE EQUITY FUND
SELECT INTERNATIONAL CORE EQUITY FUND
SELECT INTERNATIONAL SMALL CAP FUND
SELECT PREMIER GLOBAL EQUITY FUND
SELECT GLOBAL FINANCIAL SERVICES FUND
SELECT GLOBAL TECHNOLOGY FUND
SELECT BALANCED CAPITAL APPRECIATION FUND
SELECT BALANCED GROWTH AND INCOME FUND
SELECT BALANCED INCOME AND GROWTH FUND
SELECT STRATEGIC FIXED INCOME FUND

Investment Adviser
TURNER INVESTMENT PARTNERS, INC.

These securities have not been approved or disapproved by the Securities and
Exchange Commission nor has the Commission passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

<PAGE>

ABOUT THIS PROSPECTUS

Alpha Select Funds is a mutual fund family that offers different classes of
shares in separate investment portfolios (Funds). The Funds have individual
investment goals and strategies. This prospectus gives you important information
about the Class A, Class C, and Class I Shares of the Funds that you should know
before investing. Please read this prospectus and keep it for future reference.

CHOOSING CLASS A, CLASS C OR CLASS I SHARES

Class A, Class C and Class I Shares have different expenses and other
characteristics, allowing you to choose the class that best suits your needs.
You should consider the amount you want to invest, how long you plan to have it
invested, and whether you plan to make additional investments.

CLASS A SHARES
o FRONT-END SALES CHARGE
o LOWER ANNUAL EXPENSES
o $1,000 MINIMUM INITIAL INVESTMENT

CLASS C SHARES
o CONTINGENT DEFERRED SALES CHARGE
o HIGHER DISTRIBUTION EXPENSES
o $1,000 MINIMUM INITIAL INVESTMENT

CLASS I SHARES
o NO SALES CHARGE
o NO DISTRIBUTION EXPENSES
o $500,000 MINIMUM INITIAL INVESTMENT (CAN BE AGGREGATED ACROSS FUNDS)

For Class A and Class C Shares, the minimum initial investment for IRAs is $500.
If you participate in the Systematic Investment Plan, the minimum initial
investment is $250. Additional investments into Class A and Class C Shares must
be at least $100 ($50 per month for the Systematic Investment Plan).

2
<PAGE>

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, WE DISCUSS GENERAL
INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN THAT IS COMMON TO EACH OF THE
FUNDS. FOR MORE DETAILED INFORMATION ABOUT THE FUNDS, PLEASE SEE:

<TABLE>
<CAPTION>
Page
<S> <C>
SELECT LARGE CAP GROWTH FUND.......................................................XXX
SELECT LARGE CAP VALUE FUND........................................................XXX
SELECT SMALL CAP GROWTH FUND.......................................................XXX
SELECT SMALL CAP VALUE FUND........................................................XXX
SELECT PREMIER CORE EQUITY FUND....................................................XXX
SELECT INTERNATIONAL CORE EQUITY FUND..............................................XXX
SELECT INTERNATIONAL SMALL CAP FUND................................................XXX
SELECT PREMIER GLOBAL EQUITY FUND..................................................XXX
SELECT GLOBAL FINANCIAL SERVICES FUND..............................................XXX
SELECT GLOBAL TECHNOLOGY FUND......................................................XXX
SELECT BALANCED CAPITAL APPRECIATION FUND..........................................XXX
SELECT BALANCED GROWTH AND INCOME FUND.............................................XXX
SELECT BALANCED INCOME AND GROWTH FUND.............................................XXX
SELECT STRATEGIC FIXED INCOME FUND.................................................XXX
INVESTMENTS AND PORTFOLIO MANAGEMENT...............................................XXX
PURCHASING, SELLING AND EXCHANGING ALPHA SELECT FUNDS..............................XXX
DIVIDENDS, DISTRIBUTIONS AND TAXES.................................................XXX
</TABLE>

TO OBTAIN MORE INFORMATION ABOUT THE FUNDS, PLEASE REFER TO THE BACK COVER OF
THE PROSPECTUS.

3
<PAGE>

RISK/RETURN INFORMATION COMMON TO ALL FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

Each Fund has its own investment goal and strategies for reaching that goal. The
Adviser invests Fund assets in a way that it believes will help each Fund
achieve its goal. Still, investing in the Funds involves risk, and there is no
guarantee that a Fund will achieve its goal. The Adviser's judgments about the
markets, the economy, or companies may not anticipate actual market movements,
economic conditions or company performance, and these judgments may affect the
return on your investment. In fact, no matter how good a job the Adviser does,
you could lose money on your investment in the Funds, just as you could with
other investments. A Fund share is not a bank deposit and it is not insured or
guaranteed by the FDIC or any government agency.

The value of your investment in a Fund is based on the market prices of the
securities the Fund holds. These prices change daily due to economic and other
events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities a Fund owns and the markets in which they trade. The
effect on a Fund's shareprice of a change in the value of a single security will
depend on how widely the Fund diversifies its holdings.

MULTI-MANAGER APPROACH

The Funds may employ a multi-manager approach that attempts to take advantage of
the best investment ideas of a number of Sub-Advisers. In other words, each
Fund's assets may be managed by more than one Sub-Adviser under the direction of
Turner Investment Partners, Inc. ("Turner") where each such Sub-Adviser handles
a portion of the Fund's assets. Using this approach, each Sub-Adviser may select
a relatively small number of securities for its portion of a Fund. As each
Fund's investment adviser, Turner will act as a "manager of managers," and will
ensure that the Sub-Advisers comply with the Funds' investment policies and
guidelines. Turner will also recommend the appointment of additional or
replacement Sub-Advisers to the Funds' Board.

4
<PAGE>

SELECT LARGE CAP GROWTH FUND

FUND SUMMARY
***
INVESTMENT GOAL Capital appreciation

INVESTMENT FOCUS Large cap U.S. common stocks

SHARE PRICE VOLATILITY Medium to high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify large cap U.S.
companies with above average growth
potential

INVESTOR PROFILE Investors seeking long-term growth
of capital who do not need considerable
amounts of investment income and who can
withstand the share price volatility of
equity investing
***

STRATEGY

***
The Select Large Cap Growth Fund invests primarily in U.S. common stocks and
other equity securities that the Fund's Adviser believes to have long-term
growth potential. The Fund may also purchase stocks of smaller companies with
growth potential. In selecting investments for the Fund, the Adviser chooses
stocks of large cap companies that have above-average growth potential. The Fund
will invest in securities of companies in a broad range of industries based
primarily on their growth characteristics. Due to its investment strategy, the
Fund may buy and sell securities frequently. This may result in higher
transaction costs and additional capital gains taxes.

***
WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund. In addition, the Fund is subject to the
risk that its principal market segment, large capitalization growth stocks, may
underperform compared to other market segments or to the equity markets as a
whole.

The Fund is non-diversified, which means that it may invest in the securities of
fewer issuers than a diversified fund. As a result, the Fund may be more
susceptible to a single adverse economic or regulatory occurrence affecting one
or more of these issuers, and may experience increased volatility due to its
investments in those securities.

5
<PAGE>

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index.
The ________ Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

An index measures the market prices of a specific group of securities in a
particular market or securities in a particular market sector. You cannot invest
directly in an index. An index does not have an investment adviser and does not
pay commissions or expenses. If an index had expenses, its performance would be
lower.

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES CLASS I SHARES
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)* 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
net asset value)** None 1.00% None
</TABLE>

* This sales charge varies depending upon how much you invest. See
"Purchasing Fund Shares."
** This sales charge is imposed if you sell Class C Shares within one year of
your purchase. See "Selling Fund Shares."

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES CLASS I SHARES
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees 0.75% 0.75% 0.75%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.50%* 0.50%* 0.25%*
------ ------ ------
Total Annual Fund Operating Expenses 1.25%** 2.00%** 1.00%**
- ----------------------------------------------------------------------------------------------------
</TABLE>

* Other Expenses are estimated for the current year.

** The Fund's total actual annual fund operating expenses for the most recent
fiscal year were less than the amount shown above because the Adviser will
waive a portion of the fees in order to keep total operating expenses at a
specified level. These fee waivers are expected to remain in place, but the
Adviser may discontinue all or part of these waivers at any time. With these
fee waivers, the Fund's actual total operating expenses are expected to be
as follows:

6
<PAGE>

Select Large Cap Growth Fund--Class A Shares X.XX%
Select Large Cap Growth Fund--Class C Shares X.XX%
Select Large Cap Growth Fund--Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return and Fund operating
expenses remain the same. Although your actual costs and returns might be
different, your approximate costs of investing $10,000 in the Fund would be:

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $670 $925
CLASS C SHARES $303 $627
CLASS I SHARES $102 $318

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $670 $925
CLASS C SHARES $203 $627
CLASS I SHARES $102 $318

7
<PAGE>

SELECT LARGE CAP VALUE FUND

FUND SUMMARY
***
INVESTMENT GOAL Capital appreciation and income

INVESTMENT FOCUS Large cap U.S. common stocks

SHARE PRICE VOLATILITY Medium to high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify undervalued stocks of
U.S. large cap companies

INVESTOR PROFILE Investors seeking long-term growth of capital
as well as investment income and who can
withstand the share price volatility of equity
investing

***
STRATEGY
***
The Select Large Cap Value Fund invests primarily in U.S. common stocks and
other equity securities that the Fund's Adviser believes are undervalued by the
market. The Fund may also purchase stocks of undervalued smaller companies. In
selecting investments for the Fund, the Adviser chooses stocks of quality large
cap companies that are presently out-of-favor with many investors. The Fund will
invest in securities of companies operating in a broad range of industries based
primarily on their value characteristics. Due to its investment strategy, the
Fund may buy and sell securities frequently. This may result in higher
transaction costs and additional capital gains taxes.

***

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund. In addition, the Fund is subject to the
risk that its principal market segment, large capitalization value stocks, may
underperform compared to other market segments or to the equity markets as a
whole.

The Fund is non-diversified, which means that it may invest in the securities of
fewer issuers than a diversified Fund. As a result, the Fund may be more
susceptible to a single adverse economic or regulatory occurrence affecting one
or more of these issuers, and may experience increased volatility due to its
investments in those securities.

8
<PAGE>

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index.
The ________ Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. Unlike a mutual fund, an index does not have an investment adviser
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower.

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES CLASS I SHARES
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)* 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
net asset value)** None 1.00% None
</TABLE>

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES. CLASS I SHARES
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees 0.75% 0.75% 0.75%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.50%* 0.50%* 0.25%*
---- ---- ----
Total Annual Fund Operating Expenses 1.25%** 2.00%** 1.00%**
- ------------------------------------------------------------------------------------------------------
</TABLE>

* Other Expenses are estimated for the current year.

9
<PAGE>

Select Large Cap Value Fund--Class A Shares X.XX%
Select Large Cap Value Fund--Class C Shares X.XX%
Select Large Cap Value Fund--Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $670 $925
CLASS C SHARES $303 $627
CLASS I SHARES $102 $318

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $670 $925
CLASS C SHARES $203 $627
CLASS I SHARES $102 $318

10
<PAGE>

SELECT SMALL CAP GROWTH FUND

FUND SUMMARY
***

INVESTMENT GOAL Capital appreciation

INVESTMENT FOCUS Small cap U.S. common stocks

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Attempts to identify U.S. small cap
companies with above-average growth
potential

INVESTOR PROFILE Investors seeking long-term growth of
capital who can withstand the share price
volatility of small cap equity investing
***

STRATEGY
***

The Select Small Cap Growth Fund invests primarily in common stocks and other
equity securities of U.S. issuers with small market capitalizations. In
selecting investments for the Fund, the Adviser chooses stocks of companies that
have above-average growth potential. The Fund will invest in securities of
companies operating in a broad range of industries based primarily on their
growth characteristics. Due to its investment strategy, the Fund may buy and
sell securities frequently. This may result in higher transaction costs and
additional capital gains taxes.

***
WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund. In addition, the Fund is subject to the
risk that its principal market segment, small cap U.S. growth stocks, may
underperform compared to other market segments or to the equity markets as a
whole.

The smaller capitalization companies the Fund invests in may be more vulnerable
to adverse business or economic events than larger, more established companies.
In particular, these small companies may have limited product lines, markets and
financial resources, and may depend upon a relatively small management group.
Therefore, small cap stocks may be more volatile than those of larger companies.
These securities may be traded over the counter or listed on an exchange.

11
<PAGE>

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index.
The ________ Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

12
<PAGE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES. CLASS I SHARES
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees 0.90% 0.90% 0.90%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.50%* 0.50%* 0.25%*
---- ---- ----
Total Annual Fund Operating Expenses 1.40%** 2.15%** 1.15%**
- -------------------------------------------------------------------------------------------------------
</TABLE>

* Other Expenses are estimated for the current year.
** The Fund's total actual annual fund operating expenses for the most recent
fiscal year were less than the amount shown above because the Adviser will
waive a portion of the fees in order to keep total operating expenses at a
specified level. These fee waivers are expected to remain in place, but the
Adviser may discontinue all or part of these waivers at any time. With these
fee waivers, the Fund's actual total operating expenses are expected to be as
follows:

Select Small Cap Growth Fund--Class A Shares X.XX%
Select Small Cap Growth Fund--Class C Shares X.XX%
Select Small Cap Growth Fund--Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $685 $969
CLASS C SHARES $318 $673
CLASS I SHARES $117 $365

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $685 $969
CLASS C SHARES $218 $673
CLASS I SHARES $117 $365

13
<PAGE>

SELECT SMALL CAP VALUE FUND

FUND SUMMARY
***

INVESTMENT GOAL Capital appreciation

INVESTMENT FOCUS Small cap U.S. common stocks

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Attempts to identify undervalued U.S.
small cap common stocks

INVESTOR PROFILE Investors seeking long-term growth of
capital who can withstand the share price
volatility of small cap equity
investing

***
STRATEGY
***
The Select Small Cap Value Fund invests primarily in common stocks and other
equity securities of U.S. small cap issuers that the Adviser believes are
undervalued by the market. In selecting investments for the Fund, the Adviser
chooses stocks of companies with small market capitalizations that are presently
out of favor with many investors. The Fund will invest in securities of
companies operating in a broad range of industries based primarily on their
value characteristics. Due to its investment strategy, the Fund may buy and sell
securities frequently. This may result in higher transaction costs and
additional capital gains taxes.

***
WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day to day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund. In addition, the Fund is subject to the
risk that its principal market segment, small cap U.S. value stocks, may
underperform compared to other market segments or to the equity markets as a
whole.

14
<PAGE>

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index.
The ________ Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

15
<PAGE>

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES CLASS I SHARES
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees 0.90% 0.90% 0.90%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.50%* 0.50%* 0.25%*
---- ---- ----
Total Annual Fund Operating Expenses 1.40%** 2.15%** 1.15%**
- -------------------------------------------------------------------------------------------------------
</TABLE>

* Other Expenses are estimated for the current year.

Select Small Cap Value Fund--Class A Shares X.XX%
Select Small Cap Value Fund--Class C Shares X.XX%
Select Small Cap Value Fund--Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $685 $969
CLASS C SHARES $318 $673
CLASS I SHARES $117 $365

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $685 $969
CLASS C SHARES $218 $673
CLASS I SHARES $117 $365

16
<PAGE>

SELECT PREMIER CORE EQUITY FUND

FUND SUMMARY
***

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Common stocks of U.S. issuers

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Attempts to identify quality U.S.
companies that have growth potential
or that are undervalued

INVESTOR PROFILE Investors seeking capital appreciation
who can withstand the share price
volatility of equity investing

***
STRATEGY
***
The Select Premier Core Equity Fund invests primarily in common stocks and other
equity securities of U.S. companies regardless of their market capitalization.
In selecting investments for the Fund, the Adviser chooses stocks of companies
that have above-average growth potential or that have been undervalued by the
market. The Fund will invest in securities of companies operating in a broad
range of industries based on their growth potential or their relatively
attractive price. Due to its investment strategy, the Fund may buy and sell
securities frequently. This may result in higher transaction costs and
additional capital gains taxes.
***

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund. In addition, the Fund is subject to the
risk that its principal market segment, U.S. growth stocks, may underperform
compared to other market segments or to the equity markets as a whole.

The Fund's investment approach, with its emphasis on stocks in a variety of
capitalization ranges, is expected to offer potentially higher returns and a
higher level of volatility relative to equity funds that invest solely in large
cap companies. In addition, because the Fund does not employ a specific "growth"
or "value" discipline, the Fund can be expected to perform differently than
funds that employ a specific investment style.

17
<PAGE>

The small and medium capitalization companies the Fund invests in may be more
vulnerable to adverse business or economic events than larger, more established
companies. In particular, these small and mid-sized companies may have limited
product lines, markets and financial resources, and may depend upon a relatively
small management group.

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index.
The ________ Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES CLASS I SHARES
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)* 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
net asset value)** None 1.00% None
</TABLE>

18
<PAGE>

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES. CLASS I SHARES
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees 0.75% 0.75% 0.75%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.50%* 0.50%* 0.25%*
---- ---- ----
Total Annual Fund Operating Expenses 1.25%** 2.00%** 1.00%**
- -------------------------------------------------------------------------------------------------------
</TABLE>

Select Premier Core Equity Fund--Class A Shares X.XX%
Select Premier Core Equity Fund--Class C Shares X.XX%
Select Premier Core Equity Fund--Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $670 $925
CLASS C SHARES $303 $627
CLASS I SHARES $102 $318

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $670 $925
CLASS C SHARES $203 $627
CLASS I SHARES $102 $317

19
<PAGE>

SELECT INTERNATIONAL CORE EQUITY FUND

FUND SUMMARY
***

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Large cap common stocks of foreign
issuers

SHARE PRICE VOLATILITY Medium to high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify quality foreign
companies that have growth potential
or that are undervalued

INVESTOR PROFILE Investors seeking long-term growth
of capital who can withstand the
share price volatility of investing
in foreign companies

***
STRATEGY
***

The Select International Core Equity Fund invests primarily in common stocks and
other equity securities of large cap foreign issuers. In selecting investments
for the Fund, the Adviser chooses stocks of companies located in at least three
foreign countries. The Fund primarily invests in companies located in developed
countries, but may also invest in companies located in emerging markets. The
Fund will invest in securities of companies operating in a broad range of
industries and countries that have growth potential or that are undervalued. .
Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs and additional capital gains taxes.

***
WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international, economic and political events, as well as changes in
currency valuations relative to the U.S. dollars. These factors contribute to
price volatility, which is the principal risk of investing in the Fund. In
addition, the Fund is subject to the risk that its principal market segment,
foreign stocks, may underperform compared to other market segments or to the
equity markets as a whole.

20
<PAGE>

investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar may affect (positively or negatively) the value of the Fund's
investments. These currency movements may happen separately from, and in
response to, events that do not otherwise affect the value of the security in
the issuer's home country. While ADRs are denominated in U.S. dollars, they are
subject to currency risk to the extent the underlying stocks are denominated in
foreign currencies.

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index.
The ________ Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

FUND FEES AND EXPENSES

This table describes the shareholder fees that you may pay if you buy and hold
Fund Shares. You would pay these fees directly from your investment in the Fund.

Shareholder Fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES CLASS I SHARES
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)* 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
net asset value)** None 1.00% None
</TABLE>

21
<PAGE>

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES. CLASS I SHARES
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees 0.90% 0.90% 0.90%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.65%* 0.65%* 0.40%*
---- ---- ----
Total Annual Fund Operating Expenses 1.55%** 2.30%** 1.30%**
- --------------------------------------------------------------------------------------------------------
</TABLE>

* Other Expenses are estimated for the current year.

Select International Core Equity Fund--Class A Shares X.XX%
Select International Core Equity Fund--Class C Shares X.XX%
Select International Core Equity Fund--Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $699 $1,013
CLASS C SHARES $333 $718
CLASS I SHARES $132 $412

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $699 $1,013
CLASS C SHARES $233 $718
CLASS I SHARES $132 $412

22
<PAGE>

SELECT INTERNATIONAL SMALL CAP FUND

FUND SUMMARY
***
INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Small cap common stocks of foreign issuers

SHARE PRICE VOLATILITY Very high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify quality foreign small
cap companies that have growth potential
or that are undervalued

INVESTOR PROFILE Investors seeking long-term growth
of capital who can withstand the share
price volatility of investing in foreign
companies and small cap equity

***
STRATEGY
***

The Select International Small Cap Fund invests primarily in common stocks and
other equity securities of companies that have small market capitalizations. In
selecting investments for the Fund, the Adviser chooses stocks of companies
located in at least three foreign countries. The Fund invests primarily in
companies located in developed countries, but may also invest in companies
located in emerging markets. The Fund will invest in securities of companies
operating in a broad range of industries and countries that have growth
potential or that are undervalued. Due to its investment strategy, the Fund may
buy and sell securities frequently. This may result in higher transaction costs
and additional capital gains taxes.

***
WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international, economic and political events, as well as changes in
currency valuations relative to the U.S. dollars. These factors contribute to
price volatility, which is the principal risk of investing in the Fund. In
addition, the Fund is subject to the risk that its principal market segment,
small cap foreign stocks, may underperform compared to other market segments or
to the equity markets as a whole.

The smaller capitalization companies the Fund invests in may be more vulnerable
to adverse business or economic events than larger, more established companies.

23
<PAGE>

In particular, these small companies may have limited product lines, markets and
financial resources, and may depend upon a relatively small management group.
Therefore, small cap stocks may be more volatile than those of larger companies.
These securities may be traded over the counter or listed on an exchange.

Investing in issuers located in foreign countries poses additional risks since
political and economic events unique to a country or region will affect those
markets and their issuers. These events will not necessarily affect the U.S.
economy or similar issuers located in the United States. In addition,
investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar may affect (positively or negatively) the value of the Fund's
investments. These currency movements may happen separately from, and in
response to, events that do not otherwise affect the value of the security in
the issuer's home country. While ADRs are denominated in U.S. dollars, they are
subject to currency risk to the extent the underlying stocks are denominated in
foreign currencies.

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index.
The ________ Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

24
<PAGE>

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

CLASS A SHARES CLASS C SHARES CLASS I SHARES
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees 1.05% 1.05% 1.05%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.65%* 0.65%* 0.40%*
---- ---- ----
Total Annual Fund Operating Expenses 1.70%** 2.45%** 1.45%**

- -------------------------------------------------------------------------------------------------------
</TABLE>

Select International Small Cap Fund--Class A Shares X.XX%
Select International Small Cap Fund--Class C Shares X.XX%
Select International Small Cap Fund--Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $713 $1,058
CLASS C SHARES $348 $764
CLASS I SHARES $148 $459

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $713 $1,058
CLASS C SHARES $248 $764
CLASS I SHARES $148 $459

25
<PAGE>

SELECT PREMIER GLOBAL EQUITY FUND

FUND SUMMARY
***
INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Common stocks of U.S. and foreign issuers

SHARE PRICE VOLATILITY Very high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify quality domestic
and international companies

INVESTOR PROFILE Investors seeking long-term growth of
capital who can withstand the share price
volatility of investing in foreign
companies
***

STRATEGY
***

The Select Premier Global Equity Fund invests primarily in common stocks and
other equity securities of companies located in the U.S. and abroad that have a
variety of market capitalizations. In selecting investments for the Fund, the
Adviser chooses stocks of companies from the U.S. and at least three other
countries. The Fund invests mainly in companies located in developed countries,
but also may invest in companies located in emerging markets. The Fund will
invest in securities of companies in a broad range of industries and countries
that have growth potential or that are undervalued. Due to its investment
strategy, the Fund may buy and sell securities frequently. This may result in
higher transaction costs and additional capital gains taxes.

***
WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international, economic and political events, as well as changes in
currency valuations relative to the U.S. dollars. These factors contribute to
price volatility, which is the principal risk of investing in the Fund. In
addition, the Fund is subject to the risk that its principal market segment,
global stocks, may underperform compared to other market segments or to the
equity markets as a whole.

Investing in issuers located in foreign countries poses additional risks since
political and economic events unique to a country or region will affect those

26
<PAGE>

markets and their issuers. These events will not necessarily affect the U.S.
economy or similar issuers located in the United States. In addition,
investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar may affect (positively or negatively) the value of the Fund's
investments. These currency movements may happen separately from and in response
to events that do not otherwise affect the value of the security in the issuer's
home country. While ADRs are denominated in U.S. dollars, they are subject to
currency risk to the extent the underlying stocks are denominated in foreign
currencies.

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index.
The ________ Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES CLASS I SHARES
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)* 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
net asset value)** None 1.00% None
</TABLE>

27
<PAGE>

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES CLASS I SHARES
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees 1.00% 1.00% 1.00%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.65%* 0.65%* 0.40%*
---- ---- ----
Total Annual Fund Operating Expenses 1.65%** 2.40%** 1.40%**
- --------------------------------------------------------------------------------------------------------
</TABLE>

* Other Expenses are estimated for the current year.

Select Premier Global Equity Fund--Class A Shares X.XX%
Select Premier Global Equity Fund--Class C Shares X.XX%
Select Premier Global Equity Fund--Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
CLASS A SHARES $709 $1,042
CLASS C SHARES $343 $748
CLASS I SHARES $143 $443

If you do not sell your shares at the end of the period:

1 YEAR 3 YEARS
CLASS A SHARES $709 $1,042
CLASS C SHARES $243 $748
CLASS I SHARES $143 $443

28
<PAGE>

SELECT GLOBAL FINANCIAL SERVICES FUND

FUND SUMMARY
***
INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Common stocks of U.S. and foreign
financial institutions

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Attempts to identify securities of
domestic and international financial
services firms

INVESTOR PROFILE Investors seeking capital
appreciation who can withstand the risks
of equity and financial sector investing
and the share price volatility of
investing in foreign companies
***

STRATEGY
***
The Select Global Financial Services Fund invests primarily in common stocks and
other equity securities of financial services companies located in the U.S. and
abroad. In selecting investments for the Fund, the Adviser chooses financial
services companies from the U.S. and at least three other countries. The Fund
invests mainly in companies located in developed countries, but also may invest
in companies located in emerging markets. The Fund will invest in securities of
financial services companies, including banks, brokerage houses, insurance
companies and investment advisory companies, that have long-term growth
potential. Due to its investment strategy, the Fund may buy and sell securities
frequently. This may result in higher transaction costs and additional capital
gains taxes.

***
WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international, economic and political events, as well as changes in
currency valuations relative to the U.S. dollars. These factors contribute to
price volatility, which is the principal risk of investing in the Fund. The
Fund's investment approach, with its emphasis on U.S. and foreign financial
services companies, is expected to offer potentially higher returns and a
significant level of volatility relative to equity funds whose investments are
diversified across a variety of global industries and sectors.

Since the Fund's investments are concentrated on the banking industry and the
financial services sector, it is subject to the risk that the banking industry

29
<PAGE>

and the financial services sector will underperform the broader market, as well
as the risk that issuers in that sector will be impacted by market conditions,
legislative or regulatory changes, or competition. The Fund may also be more
susceptible to changes in interest rates and other market and economic factors
that affect financial services including the effect of interest rate changes on
the share prices of those financial service firms.

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index.
The ________ Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

<PAGE>

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum Deferred Sales Charge (Load) (as a percentage of
net asset value)** None 1.00% None
- ---------------------------------------------------------------------------------------------------------
</TABLE>

* This sales charge varies depending upon how much you invest. See
"Purchasing Fund Shares."

** This sales charge is imposed if you sell Class C Shares within one year of
your purchase. See "Selling Fund Shares."

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

CLASS A SHARES CLASS C SHARES CLASS I SHARES
- ------------------------------------------------ -------------- -------------- --------------
<S> <C> <C> <C>
Investment Advisory Fees 1.00% 1.00% 1.00%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.65%* 0.65%* 0.40%*
---- ---- ----
Total Annual Fund Operating Expenses 1.65%** 2.40%** 1.40%**
- ------------------------------------------------------------------------------------------------------
</TABLE>

* Other Expenses are estimated for the current year.

** The Fund's total actual annual fund operating expenses for the most recent
fiscal year were less than the amount shown above because the Adviser will
waive a portion of the fees in order to keep total operating expenses at a
specified level. These fee waivers are expected to remain in place, but the
Adviser may discontinue all or part of these waivers at any time. With
these fee waivers, the Fund's actual total operating expenses are expected
to be as follows:

Select Global Financial Services Fund -- Class A Shares X.XX%
Select Global Financial Services Fund -- Class C Shares X.XX%
Select Global Financial Services Fund -- Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

<PAGE>

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $709 $1,042
CLASS C SHARES $343 $ 748
CLASS I SHARES $143 $ 443

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $709 $1,042
CLASS C SHARES $243 $ 748
CLASS I SHARES $143 $ 443

32
<PAGE>

SELECT GLOBAL TECHNOLOGY FUND

FUND SUMMARY

***

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Common stocks of U.S. and foreign
technology companies

SHARE PRICE VOLATILITY Very high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify U.S. and foreign
technology companies with strong growth
potential

INVESTOR PROFILE Investors seeking long-term growth of
capital who want to diversify their
portfolio by investing in global
technology and who understand the share
price volatility of international and
technology-focused equity investing

***

Strategy

***

The Select Global Technology Fund invests primarily in common stocks and other
equity securities of technology companies located in the U.S. and abroad. In
selecting investments for the Fund, the Adviser chooses technology companies
from the U.S. and at least three other countries. The Fund invests mainly in
companies located in developed countries, but also may invest in companies
located in emerging markets. The Fund will invest in securities of technology
companies, including computer, telecommunications and electronics companies,
that have long-term growth potential. Due to its investment strategy, the Fund
may buy and sell securities frequently. This may result in higher transaction
costs and additional capital gains taxes.

***
What are the risks of investing in the Fund?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. In the case of foreign stocks, these fluctuations will
reflect international, economic and political events, as well as changes in
currency valuations relative to the U.S. dollars. These factors contribute to
price volatility, which is the principal risk of investing in the Fund. The
Fund's investment approach, with its emphasis on U.S. and foreign technology

33
<PAGE>

companies, is expected to offer potentially higher returns and a significant
level of volatility relative to equity funds whose investments are diversified
across a variety of global industries and sectors.

In addition, the Fund is subject to the risk that its principal market segment,
technology stocks, may underperform compared to other market segments or to the
equity markets as a whole. The competitive pressures of advancing technology and
the number of companies and product offerings which continue to expand could
cause technology companies to become increasingly sensitive to short product
cycles and aggressive pricing. To the extent that the Fund's investment are
concentrated in issuers conducting business in the same industry, the Fund is
subject to legislative or regulatory changes, adverse market conditions and/or
increased competition affecting that industry.

Investing in issuers located in foreign countries poses additional risks since
political and economic events unique to a country or region will affect those
markets and their issuers. These events will not necessarily affect the U.S.
economy or similar issuers located in the United States. In addition,
investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar may affect (positively or negatively) the value of the Fund's
investments. These currency movements may happen separately from and in response
to events that do not otherwise affect the value of the security in the issuer's
home country. While ADRs are denominated in U.S. dollars, they are subject to
currency risk to the extent the underlying stocks are denominated in foreign
currencies.

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index. The ________
Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

34
<PAGE>

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

CLASS A SHARES CLASS C SHARES CLASS I SHARES
- ---------------------------------------------------------- ---------------- ---------------- -----------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)* 5.50% None None

* This sales charge varies depending upon how much you invest. See
"Purchasing Fund Shares."

** This sales charge is imposed if you sell Class C Shares within one year of
your purchase. See "Selling Fund Shares."

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

* Other Expenses are estimated for the current year.

** The Fund's total actual annual fund operating expenses for the most recent
fiscal year were less than the amount shown above because the Adviser will
waive a portion of the fees in order to keep total operating expenses at a
specified level. These fee waivers are expected to remain in place, but the
Adviser may discontinue all or part of these waivers at any time. With
these fee waivers, the Fund's actual total operating expenses are expected
to be as follows:

Select Global Technology Fund -- Class A Shares X.XX%
Select Global Technology Fund -- Class C Shares X.XX%
Select Global Technology Fund -- Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

35
<PAGE>

Example

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $709 $1,048
CLASS C SHARES $343 $ 748
CLASS I SHARES $143 $ 443

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $709 $1,048
CLASS C SHARES $243 $ 748
CLASS I SHARES $143 $ 443

36
<PAGE>

SELECT BALANCED CAPITAL APPRECIATION FUND

FUND SUMMARY

***

INVESTMENT GOAL Long-term capital appreciation and a
limited amount of income

INVESTMENT FOCUS Common stocks, as well as some bonds
and cash equivalents

SHARE PRICE VOLATILITY Medium to high

PRINCIPAL INVESTMENT STRATEGY Attempts to allocate assets among
stocks, bonds and cash to produce
investment returns that correspond to a
specific risk level

INVESTOR PROFILE Investors seeking capital appreciation,
but who want to diversify their
portfolio by investing in a variety of
asset classes

STRATEGY

***

The Select Balanced Capital Appreciation Fund invests primarily in common stocks
and other equity securities. The Fund also invests in investment grade fixed
income securities and in money market securities or cash equivalents. In
selecting investments for the Fund, the Adviser allocates assets between stocks,
bonds and cash equivalents based on the Adviser's outlook for the market. The
Fund will typically invest a larger percentage of its assets in equity
securities, but at times may invest more in debt securities or cash equivalents.
Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs and additional capital gains taxes.

***

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

37
<PAGE>

rates rise and vice versa, and the volatility of lower rated securities is even
greater than that of higher rated securities. Also, longer-term securities are
generally more volatile, so the average maturity or duration of these securities
affects risk.

The Fund is also subject to the risk that the Adviser decisions regarding asset
classes will not anticipate market trends successfully. For example, weighting
common stocks too heavily during a stock market decline may result in a failure
to preserve capital. Conversely, investing too heavily in fixed income
securities during a period of stock market appreciation may result in lower
total return. Of course, the risk associated with investing in the fund will
vary depending on how the assets are allocated to the underlying funds.

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index. The ________
Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

CLASS A SHARES CLASS C SHARES CLASS I SHARES
- ---------------------------------------------------------- -------------- -------------- --------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)* 5.50% None None

Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)** None 1.00% None
- --------------------------------------------------------------------------------------------------------------
</TABLE>

* This sales charge varies depending upon how much you invest. See
"Purchasing Fund Shares."

** This sales charge is imposed if you sell Class C Shares within one year of
your purchase. See "Selling Fund Shares."

38
<PAGE>

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES CLASS I SHARES
- ------------------------------------------------ -------------- -------------- --------------
<S> <C> <C> <C>
Investment Advisory Fees 0.90% 0.90% 0.90%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.50%* 0.50%* 0.25%*
---- ---- ----
Total Annual Fund Operating Expenses 1.40%** 2.15%** 1.15%**
- -----------------------------------------------------------------------------------------------------
</TABLE>

* Other Expenses are estimated for the current year.

** The Fund's total actual annual fund operating expenses for the most recent
fiscal year were less than the amount shown above because the Adviser will
waive a portion of the fees in order to keep total operating expenses at a
specified level. These fee waivers are expected to remain in place, but the
Adviser may discontinue all or part of these waivers at any time. With
these fee waivers, the Fund's actual total operating expenses are expected
to be as follows:

Select Balanced Capital Appreciation Fund -- Class A Shares X.XX%
Select Balanced Capital Appreciation Fund -- Class C Shares X.XX%
Select Balanced Capital Appreciation Fund -- Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $685 $969
CLASS C SHARES $318 $673
CLASS I SHARES $117 $365

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $685 $969
CLASS C SHARES $278 $673
CLASS I SHARES $117 $365

<PAGE>

SELECT BALANCED GROWTH AND INCOME FUND

FUND SUMMARY

***

INVESTMENT GOAL Capital appreciation and income

INVESTMENT FOCUS Common stocks, bonds and cash
equivalents

SHARE PRICE VOLATILITY Medium

PRINCIPAL INVESTMENT Strategy Attempts to allocate assets
among stocks, bonds and cash to produce
investment returns that correspond to a
specific risk level

INVESTOR PROFILE Investors seeking capital appreciation
as well as income and who want to
diversify their portfolio by investing
in a variety of asset classes

***

STRATEGY

***

The Select Balanced Growth and Income Fund invests primarily in common stocks
and other equity securities and in investment grade fixed income securities of
corporate and governmental issuers. The Fund also invests in money market
instruments and cash equivalents. In selecting investments for the Fund, the
Adviser allocates assets between stocks, bonds and cash equivalents based on the
Adviser's outlook for the market. The Fund will invest roughly equal percentages
in equity and debt securities, but at times may invest more or less in debt
securities and in cash equivalents. Due to its investment strategy, the Fund may
buy and sell securities frequently. This may result in higher transaction costs
and additional capital gains taxes.

***

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

<PAGE>

greater than that of higher rated securities. Also, longer-term securities are
generally more volatile, so the average maturity or duration of these securities
affects risk.

The Fund is also subject to the risk that the Adviser's decisions regarding
asset classes will not anticipate market trends successfully. For example,
weighting common stocks too heavily during a stock market decline may result in
a failure to preserve capital. Conversely, investing too heavily in fixed income
securities during a period of stock market appreciation may result in lower
total return. Of course, the risk associated with investing in the fund will
vary depending on how the assets are allocated to the underlying funds.

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index. The ________
Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

FUND FEES AND EXPENSES

This table describes the shareholder fees that you may pay if you buy and hold
Fund Shares. You would pay these fees directly from your investment in the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

* This sales charge varies depending upon how much you invest. See
"Purchasing Fund Shares."

** This sales charge is imposed if you sell Class C Shares within one year of
your purchase. See "Selling Fund Shares."

41
<PAGE>

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

* Other Expenses are estimated for the current year.

** The Fund's total actual annual fund operating expenses for the most
recent fiscal year were less than the amount shown above because the
Adviser will waive a portion of the fees in order to keep total
operating expenses at a specified level. These fee waivers are
expected to remain in place, but the Adviser may discontinue all or
part of these waivers at any time. With these fee waivers, the Fund's
actual total operating expenses are expected to be as follows:

Select Balanced Growth and Income Fund -- Class A Shares X.XX%
Select Balanced Growth and Income Fund -- Class C Shares X.XX%
Select Balanced Growth and Income Fund -- Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $685 $969
CLASS C SHARES $318 $673
CLASS I SHARES $117 $365

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $685 $969
CLASS C SHARES $218 $673
CLASS I SHARES $117 $365

42
<PAGE>

SELECT BALANCED INCOME AND GROWTH FUND

FUND SUMMARY

***

INVESTMENT GOAL Current income with a modest amount of
capital appreciation

INVESTMENT FOCUS Bonds, common stocks and cash equivalents

SHARE PRICE VOLATILITY Medium

PRINCIPAL INVESTMENT STRATEGY Attempts to allocate assets among
bonds, stocks and cash to produce
investment returns that correspond to a
specific risk level

INVESTOR PROFILE Investors seeking current income along
with some capital appreciation but who
are unwilling to invest to a
significant extent in equity securities

***

STRATEGY

***

The Select Balanced Income and Growth Fund invests primarily in investment grade
fixed income securities of corporate and government issuers. The Fund also
invests in common stocks and other equity securities and in money market
securities and cash equivalents. In selecting investments for the Fund, the
Adviser allocates assets between bonds, stocks and cash equivalents based on the
Adviser's outlook for the market. The Fund will typically invest a larger
percentage of its assets in fixed income securities, but at times may invest
more in equity securities or cash equivalents. Due to its investment strategy,
the Fund may buy and sell securities frequently. This may result in higher
transaction costs and additional capital gains taxes.

***
WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The prices of the Fund's fixed income securities respond to economic
developments, particularly interest rate changes, as well as to perceptions
about the creditworthiness of individual issuers, including governments.
Generally, the Fund's fixed income securities will decrease in value if interest
rates rise and vice versa, and the volatility of lower rated securities is even
greater than that of higher rated securities. Also, longer-term securities are
generally more volatile, so the average maturity or duration of these securities
affects risk.

<PAGE>

developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund.

The Fund is also subject to the risk that the adviser's decisions regarding
asset classes will not anticipate market trends successfully. For example,
weighting common stocks too heavily during a stock market decline may result in
a failure to preserve capital. Conversely, investing too heavily in fixed income
securities during a period of stock market appreciation may result in lower
total return. Of course, the risk associated with investing in the fund will
vary depending on how the assets are allocated to the underlying funds.

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index. The ________
Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT IN THE FUND.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

* This sales charge varies depending upon how much you invest. See
"Purchasing Fund Shares."

** This sales charge is imposed if you sell Class C Shares within one year of
your purchase. See "Selling Fund Shares."

44
<PAGE>

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

* Other Expenses are estimated for the current year.

** The Fund's total actual annual fund operating expenses for the most recent
fiscal year were less than the amount shown above because the Adviser will
waive a portion of the fees in order to keep total operating expenses at a
specified level. These fee waivers are expected to remain in place, but the
Adviser may discontinue all or part of these waivers at any time. With
these fee waivers, the Fund's actual total operating expenses are expected
to be as follows:

Select Balanced Income and Growth Fund -- Class A Shares X.XX%
Select Balanced Income and Growth Fund -- Class C Shares X.XX%
Select Balanced Income and Growth Fund -- Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

Example

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $685 $969
CLASS C SHARES $318 $673
CLASS I SHARES $117 $365

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $685 $969
CLASS C SHARES $218 $673
CLASS I SHARES $117 $365

45
<PAGE>

SELECT STRATEGIC FIXED INCOME FUND

FUND SUMMARY

***

INVESTMENT GOAL Current income

INVESTMENT FOCUS Investment grade corporate and
government bonds

SHARE PRICE VOLATILITY Medium

PRINCIPAL INVESTMENT STRATEGY Attempts to identify quality bonds with
intermediate maturities

INVESTOR PROFILE Investors seeking current income and
who are willing accept principal risk
***

Strategy

***

The Select Strategic Fixed Income Fund invests primarily in investment grade
U.S. and foreign government securities, corporate debt securities,
mortgage-backed securities, and asset-backed securities. The Fund may purchase
securities rated below investment grade (or "junk bonds"). In selecting
investments for the Fund, the Adviser chooses intermediate duration securities
of quality companies and of the U.S. and foreign governments and their agencies.
The Adviser allocates the Fund's assets among various market sectors based on
their analysis of historical data, yield trends and credit ratings. The Fund's
average duration will typically be between three and six years, although the
Fund can hold securities with longer or shorter durations. The Fund may buy and
sell securities frequently. This may result in higher transaction costs and
additional capital gains taxes.

***

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

Mortgage-backed securities are fixed income securities representing an interest
in a pool of underlying mortgage loans. They are sensitive to changes in
interest rates, but may respond to these changes differently from other fixed

46
<PAGE>

income securities due to the possibility of prepayment of the underlying
mortgage loans. As a result, it may not be possible to determine in advance the
actual maturity date or average life of a mortgage-backed security. Rising
interest rates tend to discourage refinancings, with the result that the average
life and volatility of the security will increase, exacerbating its decrease in
market price. When interest rates fall, however, mortgage-backed securities may
not gain as much in market value because of the expectation of additional
mortgage prepayments that must be reinvested at lower interest rates. Prepayment
risk may make it difficult to calculate the average maturity of the Fund of
mortgage-backed securities and, therefore, to assess the volatility risk of the
Fund.

Although the Fund's U.S. government securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates. Obligations issued by some U.S. government agencies are
backed by the U.S. Treasury, while others are backed solely by the ability of
the agency to borrow from the U.S. Treasury or by the agency's own resources.

Investing in issuers located in foreign countries poses additional risks since
political and economic events unique to a country or region will affect those
markets and their issuers. These events will not necessarily affect the U.S.
economy or similar issuers located in the United States. In addition,
investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar may affect (positively or negatively) the value of the Fund's
investments. These currency movements may happen separately from and in response
to events that do not otherwise affect the value of the security in the issuer's
home country. While ADRs are denominated in U.S. dollars, they are subject to
currency risk to the extent the underlying stocks are denominated in foreign
currencies..

"Junk bonds" are securities rated below investment grade. Junk bonds involve
greater risks of default or downgrade and are more volatile than the Fund's
investment grade securities and are susceptible to legislative and regulatory
developments that affect the value of these securities.

PERFORMANCE INFORMATION

As of January 31, 2000, the Fund had not yet commenced operations, and did not
have a performance history.

The Fund will compare its performance to that of the _______ Index. The ________
Index is a widely recognized index of _________ securities.

WHAT IS AN INDEX?

47
<PAGE>

FUND FEES AND EXPENSES

This table describes the shareholder fees that you may pay if you buy and hold
Fund Shares. You would pay these fees directly from your investment in the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

* The sales charge varies depending on how much you invest. See "Purchasing
Fund Shares."

** This sales charge is imposed if you sell Class C Shares within a year of
your purchase. See "Selling Fund Shares."

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES. CLASS I SHARES
- ------------------------------------------------ ----------------- ------------------ ----------------
<S> <C> <C> <C>
Investment Advisory Fees 0.45% 0.45% 0.45%
Distribution (12b-1) Fees None 0.75% None
Other Expenses 0.45%* 0.45%* 0.20%*
---- ---- ----
Total Annual Fund Operating Expenses 0.90%** 1.65%** 0.65%**
- ------------------------------------------------------------------------------------------------------
</TABLE>

* Other Expenses are estimated for the current year.

** The Fund's total actual annual fund operating expenses for the most recent
fiscal year were less than the amount shown above because the Adviser will
waive a portion of the fees in order to keep total operating expenses at a
specified level. These fee waivers are expected to remain in place, but the
Adviser may discontinue all or part of these waivers at any time. With
these fee waivers, the Fund's actual total operating expenses are expected
to be as follows:

Select Strategic Fixed Income Fund -- Class A Shares X.XX%
Select Strategic Fixed Income Fund -- Class C Shares X.XX%
Select Strategic Fixed Income Fund -- Class I Shares X.XX%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

48
<PAGE>

EXAMPLE

IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $538 $724
CLASS C SHARES $268 $520
CLASS I SHARES $66 $208

IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:

1 YEAR 3 YEARS
------ -------
CLASS A SHARES $538 $724
CLASS C SHARES $168 $520
CLASS I SHARES $ 66 $208

49
<PAGE>

THE FUNDS' OTHER INVESTMENTS

In addition to the investments and strategies described in this prospectus each
Fund also may invest in other securities, use other strategies and engage in
other investment practices. These investments and strategies, as well as those
described in this prospectus, are described in detail in the Funds' Statement of
Additional Information (SAI). Of course, there is no guarantee that any Fund
will achieve its investment goal.

The investments and strategies described throughout this prospectus are those
that the Funds use under normal conditions. During unusual economic or market
conditions or for temporary defensive or liquidity purposes, each Fund may
invest up to 100% of its assets in cash, repurchase agreements and short-term
obligations that would not ordinarily be consistent with the Fund's objectives.
A Fund will do so only if the Adviser believes that the risk of loss outweighs
the opportunity for gains.

INVESTMENT ADVISER

***

Turner Investment Partners, Inc., an SEC-registered adviser, serves as the
Adviser each Fund. As the Funds' Adviser, Turner makes investment decisions for
the Funds and continuously reviews, supervises and administers the Funds'
investment programs. The Adviser also ensures compliance with the Funds'
investment policies and guidelines.

As of December 31, 1999, Turner had approximately $_____ billion in assets under
management. For its services, Turner is entitled to base investment advisory
fees as follows:

SELECT LARGE CAP GROWTH FUND 0.75%
SELECT LARGE CAP VALUE FUND 0.75%
SELECT SMALL CAP GROWTH FUND 0.90%
SELECT SMALL CAP VALUE FUND 0.90%
SELECT PREMIER CORE EQUITY FUND 0.75%
SELECT INTERNATIONAL CORE EQUITY FUND 0.90%
SELECT INTERNATIONAL SMALL CAP FUND 1.05%
SELECT PREMIER GLOBAL EQUITY FUND 1.00%
SELECT GLOBAL FINANCIAL SERVICES FUND 1.00%
SELECT GLOBAL TECHNOLOGY FUND 1.00%
SELECT BALANCED CAPITAL APPRECIATION FUND 0.90%
SELECT BALANCED GROWTH AND INCOME FUND 0.90%
SELECT BALANCED INCOME AND GROWTH FUND 0.90%
SELECT STRATEGIC FIXED INCOME FUND 0.45%

The Adviser may also receive incentive fees based on the investment performance
of each Fund. Specifically, the Adviser's fees for a Fund may go up (or down) by
35% of the Adviser's base fees for a Fund if that Fund's performance exceeds (or
lags) its benchmark by 2.25% (___% for the Strategic Fixed Income Fund). As a
result, the investment advisory fees disclosed in the "Fund Fees and Expenses"
section for each Fund may be higher or lower depending on the Fund's
performance.

In the future, the Trust may operate as a "manager of managers" fund under an
SEC exemptive order. This type of order will permit the Adviser to hire or fire
Sub-Advisers with Board (rather than shareholder) approval. We will notify you

<PAGE>

if we make this change. The Sub-Advisers' fees also may be tied to each
Sub-Adviser's individual investment performance. In addition, if a Sub-Adviser's
performance is truly exceptional and the performance of the portion of the
Fund's assets managed by the Sub-Adviser exceeds that Fund's benchmark by 3.00%
or more, the Adviser will pay that Sub-Adviser an additional amount out of its
advisory fees. These advisory and sub-advisory fee arrangements are described in
more detail in the SAI.

TURNER'S EQUITY INVESTMENT PHILOSOPHY

Turner believes earnings expectations drive stock prices. Turner invests in
companies with strong earnings dynamics, and sells those with deteriorating
earnings prospects. Turner believes forecasts for market timing and sector
rotation are unreliable, and introduce an unacceptable level of risk. As a
result, all portfolios are fully invested and attempt to maintain sector
weightings that match those of a benchmark index, since Turner believes it is
imprudent to be overly-invested in any individual security. This allows Turner's
tock selection process to be the primary determinant of performance.

Portfolio Managers
***

The Select Large Cap Growth, Select Large Cap Value and Select Premier Core
Equity Funds are managed by a committee comprised of Robert Turner, John
Hammerschmidt and Mark Turner. The Select Small Cap Growth and Select Small Cap
Value Funds are managed by a committee comprised of Robert Turner, Chris McHugh,
Bill McVail, and Frank Sustersic. The Select International Core Fund, Select
Premier Global Equity and Select Global Financial Services Funds are managed by
a committee comprised of Robert Turner, Mark Turner and David Kovacs. The Select
International Small Cap Fund is managed by a committee comprised of Robert
Turner, Mark Turner David Kovacs, Chris McHugh, Bill McVail and Frank Sustersic.
The Select Global Technology Fund is managed by a committee comprised of Robert
Turner, Chris McHugh and David Kovacs. The Select Balanced Capital Appreciation,
Select Balanced Growth and Income and Select Balanced Income and Growth Funds
are managed by a committee comprised of Robert Turner, Mark Hammerschmidt, Mark
Turner and Jim Midanek. The Select Strategic Fixed Income Fund is managed by a
committee comprised of Robert Turner and Jim Midanek.

Robert E. Turner is a member of the committees which manage each of the Funds,
as set forth above. Mr. Turner, CFA, Chairman and Chief Investment Officer of
the Adviser, is the lead manager of the Funds since inception. Mr. Turner
founded Turner Investment Partners, Inc. in 1990. Prior to 1990, he was Senior
Investment Manager with Meridian Investment Company. He has 17 years of
investment experience.

John Hammerschmidt is a member of the committees which manage the Select Large
Cap Growth, Select Large Cap Value, Select Premier Core Equity, Select Balanced
Capital Appreciation, Select Balanced Growth and Income and Select Balanced
Income and Growth Funds, as set forth above. Mr. Hammerschmidt, Senior Equity
Portfolio Manager of the Adviser, is co-manager of the Funds. Mr. Hammerschmidt
joined the Adviser in 1992. Prior to 1992, he was a Vice President in Government
Securities Trading at S.G. Warburg. He has 15 years of investment experience.

Mark Turner is a member of the committees which manage the Select Large Cap
Growth, Select Large Cap Value, Select Premier Core Equity, Select Balanced
Capital Appreciation, Select

<PAGE>

Balanced Growth and Income and Select Balanced Income and Growth Funds, as set
forth above. Mr. Turner, President of the Adviser, is co-manager of the Funds.
Mr. Turner founded Turner Investment Partners, Inc. in 1990. Prior to 1990, he
was Vice President and Senior Portfolio Manager with First Maryland Asset
Management. He has 16 years of investment experience.

Christopher K. McHugh is a member of the committees which manage the Select
International Small Cap and Select Global Technology Funds, as set forth above.
Mr. McHugh, Equity Portfolio Manager of the Adviser, is co-manager of the Funds.
Mr. McHugh joined the Adviser in 1990. Prior to 1990, he was a Performance
Specialist with Provident Capital Management. He has 12 years of investment
experience.

Bill McVail is a member of the committees which manage the Select Small Cap
Growth, Select Small Cap Value and Select International Small Cap Funds, as set
forth above. Mr. McVail, Senior Equity Portfolio Manager of the Adviser, is the
co-manager of the Funds. Mr. McVail joined the Adviser in 1998. Prior to 1998,
he was Portfolio Manager at PNC Equity Advisers. He has 12 years of investment
experience.

Frank L. Sustersic is a member of the committees which manage the Select Small
Cap Growth, Select Small Cap Value and Select International Small Cap Funds, as
set forth above. Mr. Sustersic, a Senior Security Analyst and Equity Portfolio
Manager at Turner, is co-manager to the Funds. Mr. Sustersic joined Turner in
1994. Mr. Sustersic has 9 years of investment experience.

David Kovacs is a member of the committees which manage the Select International
Core Equity, Select Premier Global Equity, Select Global Financial Services and
Select Global Technology Funds, as set forth above. Mr. Kovacs, CFA, Senior
Portfolio Manager, is co-manager to the Funds. Mr. Kovacs joined the Adviser in
1998. Prior to 1998, he was a Director of Quantitative Research and Investment
Technology at Pilgrim Baxter & Associates. He has 10 years of investment
experience.

James L. Midanek is a member of the committee which manage the Select Balanced
Capital Appreciation, Select Balanced Growth and Income, Select Income and
Growth and Select Strategic Fixed Income Funds. Mr. Midanek, is co-manager to
the Funds. Mr. Midanek joined the Adviser in 1997. Prior to 1997, he was Chief
Investment Officer of Solon Asset Management, L.P., which he founded in 1989,
and Portfolio Manager of the Short Duration Government Funds. From 1992 to 1994,
Mr. Midanek was Chief Investment Officer to the Fixed Income Group of Montgomery
Asset Management, L.P., where he managed four institutional fixed income funds.
He has years of investment experience.

<PAGE>

PURCHASING, SELLING AND EXCHANGING FUND SHARES

- --------------------------------------------------------------------------------
INVESTING IN THE ALPHA SELECT FUNDS
- --------------------------------------------------------------------------------

In order to open a new account, you must complete and mail the NEW ACCOUNT
APPLICATION that you receive with this prospectus.

All trades must be received by the Funds' Transfer Agent by 4:00 PM EST. Your
check must be made payable to the Alpha Select Funds.

THE MINIMUM INITIAL INVESTMENT FOR CLASS A SHARES IS $1,000. THE MINIMUM INITIAL
INVESTMENT FOR CLASS C SHARES IS $1,000 ($500 FOR RETIREMENT PLANS). THE MINIMUM
SUBSEQUENT INVESTMENT FOR CLASS A AND CLASS C SHARES IS $100. THE MINIMUM
INITIAL INVESTMENT FOR CLASS I SHARES IS $500,000. THE MINIMUM SUBSEQUENT
INVESTMENT FOR CLASS I SHARES IS $_____.

- --------------------------------------------------------------------------------
ONCE YOU ARE A SHAREHOLDER OF THE ALPHA SELECT FUNDS YOU CAN DO THE FOLLOWING:
- --------------------------------------------------------------------------------
* Purchase, redeem or exchange Fund shares by phone.

Call 1-888-TIP-7654 between 9:00 AM and 4:00 PM EST Monday through Friday and
press 3 to place a trade.
- --------------------------------------------------------------------------------
* Purchase, redeem or exchange Fund shares by mail. Shareholders can mail
trade requests to:

Regular mail Express or overnight mail

Alpha Select Funds Alpha Select Funds
P.O. Box 419805 c/o DST Systems Inc.
Kansas City, MO 64141-6805 330 W. 9th Street
Kansas City, MO 64105
- --------------------------------------------------------------------------------
* Purchase Fund shares by wiring funds to:

United Missouri Bank of Kansas NA
ABA #101000695
Account #9870601168
Further Credit: name of fund, shareholder name and Alpha Select Funds
account number

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

<PAGE>

- --------------------------------------------------------------------------------
CLOSING THE FUNDS TO NEW INVESTORS AT CERTAIN ASSET LEVELS
- --------------------------------------------------------------------------------

There are limits to the amount an investment adviser can effectively invest in
certain asset classes. Too many advisers try to manage more and more money
regardless of their capacity to find attractive investments. Turner Investment
Partners will not do this. Turner will close a Fund to most new investors once
assets under management reach certain specified levels. Existing shareholders of
the Funds will be notified before any Fund is closed to new investors.

Shareholders of the Funds as of the effective date for a Fund closing may
continue to make investments and may open additional accounts with the Funds,
provided the new accounts are registered in the same name or have the same
taxpayer identification or social security number assigned to them. In addition,
certain limited classes of new investors may also purchase shares of the Funds
after they are closed to new investors. See "Purchasing, Selling and Exchanging
Fund Shares."
- --------------------------------------------------------------------------------

PURCHASING ALPHA SELECT FUND SHARES

You may purchase shares directly by:
o Mail
o Telephone
o Wire
o Direct Deposit, or
o Automated Clearing House (ACH).

To purchase shares directly from the Funds, please call 1-888-TIP-7654. Write
your check, payable in U.S. dollars, to "Alpha Select Funds" and include the
name of the appropriate Fund(s) on the check. The Funds cannot accept
third-party checks, credit cards, credit card checks or cash. The Funds may
reject any purchase order if we determine that accepting the order would not be
in the best interests of the Alpha Select Funds or its shareholders.

***

WHEN CAN YOU PURCHASE SHARES?

You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day).

The Funds may reject any purchase order if they determine that accepting the
order would not be in the best interests of the Funds or their shareholders.

<PAGE>

To open an account:

o BY MAIL -- Please send your completed application, with a check payable to
the Alpha Select Funds, to the address listed on this page. Your check must
be in U.S. dollars and drawn on a bank located in the United States. We do
not accept third party checks, credit card checks or cash.

o BY WIRE -- Please call us at 1-800-TIP-7654 (option 3) to let us know that
you intend to make your initial investment by wire. You will be given an
account number and fax number to which you should send you completed New
Account Application. Once this is complete you will need to instruct your
bank to wire money to: United Missouri Bank of Kansas, N.A.;
ABA #10-10-00695; for Account Number 98-7060-116-8; Further Credit:
[_________ Fund]. The shareholder's name and account number must be
specified in the wire.

SYSTEMATIC INVESTMENT PLAN

If you have a checking or savings account with certain banks, you may purchase
Class A or Class C Shares automatically through regular deductions from your
account. Please call 1-888-TIP-7654 for information regarding participating
banks. With a $250 minimum initial investment, you may begin regularly scheduled
investments from $50 up to $250 once or twice a month. The Distributor may close
your account if you do not maintain a minimum investment of [$100] at the end of
two years.

WHO IS ELIGIBLE TO INVEST IN A FUND ONCE IT IS CLOSED TO NEW INVESTORS?

o If you are a shareholder of a Fund when it closes to new investors, you
will be able to make additional investments in the Fund and reinvest your
dividends and capital gain distributions. Once a Fund is closed, you may
open a new account only if:

o your business or other organization is already a shareholder of the Fund
and you are opening an account for an employee benefit plan sponsored by
that organization or an affiliated organization;

o you are a current Fund trustee or officer, or an employee of Turner or a
member of the immediate family of any of those people;

o you are an existing advisory client of Turner; or

o you are a client of a financial adviser or planner who has client assets
invested in the Alpha Select Funds as of the date of any proposed new
investment in the Fund.

In addition, an employee benefit plan which is a Fund shareholder may continue
to buy shares in the ordinary course of the plan's operations, even for new plan
participants.

HOW FUND PRICES ARE CALCULATED

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after a Fund receives your purchase order plus, in the
case of Class A Shares, the

<PAGE>

applicable front-end sales charge. NAV for one Fund share is the value of that
share's portion of all of the net assets in the Fund. The Funds' NAV is
calculated once each Business Day at the regularly-scheduled close of normal
trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern time). So,
for you to receive the current Business Day's NAV, generally we must receive
your purchase order before 4:00 p.m. Eastern time.

In calculating NAV, a Fund generally values its investment portfolio at market
price. If market prices are unavailable or a Fund thinks that they are
unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees. Some Funds hold portfolio securities that are
listed on foreign exchanges. These securities may trade on weekends or other
days when the Funds do not calculate NAV. As a result, the NAV of these Funds'
shares may change on days when you cannot purchase or sell Fund shares.

MINIMUM PURCHASES
***
To purchase Class A Shares for the first time, you must invest at least $1,000
in any Fund. To purchase Class C Shares for the first time, you must invest at
least $1,000 in any Fund ($500 for retirement plans). To purchase Class I Shares
for the first time, you must invest at least $500,000 in any Fund. To purchase
additional Class A or Class C Shares of any Fund, you must invest at least $100.
We may accept investments of smaller amounts at our discretion.

PURCHASING ADDITIONAL SHARES

o BY MAIL -- Please send your check payable to Alpha Select Funds along with
a signed letter stating the name of the Alpha Select Fund and your account
number.

o BY PHONE -- Current shareholders are eligible to purchase shares by phone
if they have requested that privilege by checking the appropriate box on
the New Account Application. Shareholders who have requested telephone
privileges can call 1-888-TIP-7654 (option 3) and give the Fund and account
number you would like to make a subsequent purchase into. You must then
instruct your bank to wire the money by following the instructions listed
on page ___.

ADDITIONAL INFORMATION

You may also buy Class A and Class C Shares through accounts with brokers and
other institutions that are authorized to place trades in Fund shares for
customers. If you invest through an authorized institution, you will have to
follow its procedures, which may be different from the procedures for investing
directly. Your institution may charge a fee for its services, in addition to the
fees charged by the Funds. You will also generally have to address your
correspondence or questions regarding the Funds to your institution.

***

<PAGE>

SALES CHARGES

FRONT-END SALES CHARGES -- CLASS A SHARES

The amount of any front-end sales charge included in your offering price varies,
depending on the amount of your investment:

For any Equity or Balanced Fund, you will pay the following sales charge:

YOUR SALES CHARGE AS A YOUR SALES CHARGE AS A
IF YOUR INVESTMENT IS: PERCENTAGE OF OFFERING PRICE PERCENTAGE OF YOUR NET INVESTMENT
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Less than $25,000 5.50% 5.82%
$25,000 but less than $50,000 5.25% 5.54%
$50,000 but less than $100,000 4.50% 4.71%
$100,000 but less than $250,000 3.50% 3.63%
$250,000 but less than $500,000 3.00% 3.10%
$500,000 but less than $1,000,000 2.00% 2.04%
$1,000,000 and over None
</TABLE>

For the Strategic Fixed Income Fund, you will pay the following sales charge:

YOUR SALES CHARGE AS A YOUR SALES CHARGE AS A
IF YOUR INVESTMENT IS: PERCENTAGE OF OFFERING PRICE PERCENTAGE OF YOUR NET INVESTMENT
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Less than $50,000 4.50% 4.71%
$50,000 but less than $100,000 4.00% 4.17%
$100,000 but less than $250,000 3.50% 3.63%
$250,000 but less than $500,000 2.50% 2.56%
$500,000 but less than $1,000,000 2.00% 2.04%
$1,000,000 and over None
</TABLE>

WAIVER OF FRONT-END SALES CHARGE -- CLASS A SHARES

The front-end sales charge will be waived on Class A Shares purchased: (1)
through reinvestment of dividends and distributions; (2) through an asset
allocation account opened by a financial intermediary; (3) by persons
repurchasing shares they redeemed within the last 60 days (see "Repurchase of
Class A Shares"); (4) by employees, affiliates, and members of the immediate
family, of firms that have entered into a selling agreement with the
Distributor; (5) by persons reinvesting distributions from qualified employee
benefit retirement plans and rollovers from individual retirement accounts
("IRAs") previously with firms that have entered into a selling agreement with
the Distributor; (6) by persons investing an amount less than or equal to the
value of an account distribution when an account for which a bank affiliated
with firms that have entered into a selling agreement with the Distributor acted
in a fiduciary, administrative, custodial or investment advisory capacity is
closed; or (7) through dealers, retirement plans, asset allocation programs and
financial institutions that, under their dealer agreements with the Distributor
or otherwise, do not receive any or receive a reduced portion of the front-end
sales charge. The Funds may also enter into waiver arrangements with various
other financial intermediaries who sell Class A Shares of the Funds.

Purchases of Class A Shares of different Funds will be aggregated for purposes
of determining sales charge waivers.

<PAGE>

REPURCHASE OF CLASS A SHARES

You may repurchase any amount of Class A Shares of any Fund at NAV (without the
normal front-end sales charge), equal to or less than the value of any amount of
Class A Shares (for which you paid a front-end sales charge) that you redeemed
within the past 60 days. In effect, this allows you to repurchase shares that
you may have had to redeem, without repaying the front-end sales charge. To
exercise this privilege, we must receive your purchase order within 60 days of
your redemption. IN ADDITION, YOU MUST NOTIFY US WHEN YOU SEND IN YOUR PURCHASE
ORDER THAT YOU ARE REPURCHASING SHARES.

REDUCED SALES CHARGES -- CLASS A SHARES

RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate, this
right allows you to add the value of the Class A Shares you already own to the
amount that you are currently purchasing. We will combine the value of your
current purchases with the current value of any Class A Shares you purchased
previously for (i) your account, (ii) your spouse's account, (iii) a joint
account with your spouse, or (iv) your minor children's trust or custodial
accounts. A fiduciary purchasing shares for the same fiduciary account, trust or
estate may also use this right of accumulation. We will only consider the value
of Class A Shares purchased previously that were sold subject to a sales charge.
TO BE ENTITLED TO A REDUCED SALES CHARGE BASED ON SHARES ALREADY OWNED, YOU MUST
ASK US FOR THE REDUCTION AT THE TIME OF PURCHASE. You must provide us with your
account number(s) and, if applicable, the account numbers for your spouse and/or
children (and provide the children's ages). We may amend or terminate this right
of accumulation at any time.

LETTER OF INTENT. You may purchase Class A Shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase Class
A Shares of a Fund over a 13-month period and receive the same sales charge as
if you had purchased all the shares at the same time. We will only consider the
value of Class A Shares sold subject to a sales charge. To be entitled to a
reduced sales charge based on shares you intend to purchase over the 13-month
period, you must send us a Letter of Intent. Class A Shares purchased with
dividends or distributions will not be included in the calculation. In
calculating the total amount of purchases you may include in your letter
purchases made up to 90 days before the date of the Letter. The 13-month period
begins on the date of the first purchase, including those purchases made in the
90-day period before the date of the Letter. Please note that the purchase price
of these prior purchases will not be adjusted.

You are not legally bound by the terms of your Letter of Intent to purchase the
amount of your shares stated in the Letter. The Letter does, however, authorize
us to hold in escrow [5]% of the total amount you intend to purchase. If you do
not complete the total intended purchase at the end of the 13-month period, the
transfer agent will redeem the necessary portion of the escrowed shares to make
up the difference between the reduced rate sales charge (based on the amount you
intended to purchase) and the sales charge that would normally apply (based on
the actual amount you purchased).

COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the appropriate
sales charge rate, we will combine same day purchases of Class A Shares (that
are subject to a sales charge) made by you, your spouse and your minor children
(under age 21). This combination also applies to Class A Shares you purchase
with a Letter of Intent.

<PAGE>

OFFERING PRICE OF FUND SHARES

The offering price of Class A Shares is the NAV next calculated after we receive
your request, plus the front-end sales load. The offering price of Class C and
Class I Shares is simply the next calculated NAV.

CONTINGENT DEFERRED SALES CHARGES - CLASS C SHARES

If you sell your Class C Shares within the first year after your purchase, you
will pay a contingent deferred sales charge equal to Class C Shares of either
(1) the NAV of the shares at the time of purchase, or (2) NAV of the shares next
calculated after we receive your sale request, whichever is less. The maximum
deferred sales charge as a percentage of the net amount invested is [1.01%]. The
sales charge does not apply to Class C Shares you purchase through reinvestment
of dividends or distributions. So you never pay a deferred sales charge on any
increase in your investment above the initial offering price. The sales charge
does not apply to exchanges of Class C Shares of one Fund for Class C Shares of
another Fund.

The contingent deferred sales charge will be waived if you sell your Class C
Shares for the following reasons: (1) to make certain withdrawals from a
retirement plan (NOT INCLUDING IRAs); (2) because of death or disability; or (3)
for certain payments under the Systematic Withdrawal Plan (which is discussed
below).

SELLING TURNER FUND SHARES

HOW TO SELL YOUR FUND SHARES

If you own shares directly, you may sell (sometimes called "redeem") your shares
on any Business Day by contacting us directly by mail or telephone. You may also
sell your shares by contacting your financial institution by mail or telephone.
The sale price of each share will be the next NAV determined after we receive
your request less, in the case of Class C Shares, any applicable deferred sales
charge.

Holders of Class A and Class C Shares may sell shares by following procedures
established when they opened their account or accounts. If you have questions,
call 1-888-TIP-7654. If you own shares through an account with a broker or other
institution, contact that broker or institution to sell your shares. If you
would like to sell $50,000 or more of your shares, please notify us in writing
and include a signature guarantee.

<PAGE>

The sale price of each share will be the next NAV determined after we receive
your request.

o BY MAIL -- Shareholders wishing to redeem shares of the Alpha Select Funds
should send us a letter with your name, Fund and account number and the
amount of your request. All letters must be signed by the owner(s) of the
account. All proceeds will be mailed or wired (depending on instructions
given) to the address or instructions given to us when the account was
established. If you would like the proceeds sent to either a different bank
account or address, a signature guarantee is required.

o BY PHONE -- When filling out your New Account Application shareholders are
the given opportunity to establish telephone redemption privileges. If you
elect to take advantage of this privilege you will be able to redeem shares
of the Alpha Select Funds by calling 1-888-TIP-7654 (option 3) and
informing one of our representatives.

SYSTEMATIC WITHDRAWAL PLAN

If you have at least $10,000 in your account, you may use the Systematic
Withdrawal Plan. Under the plan you may arrange monthly, quarterly, semi-annual
or annual automatic withdrawals of at least $50 from any Fund. The proceeds of
each withdrawal will be mailed to you by check or, if you have an account with
certain banks, electronically transferred to your account. Please call
1-888-TIP-7654 for information regarding banks that participate in the
Systematic Withdrawal Plan.

SIGNATURE GUARANTEES

A signature guarantee is a widely accepted way to protect shareholders by
verifying the signature in certain circumstances including, (1) written requests
for redemptions in excess of $50,000; (2) all written requests to wire
redemption proceeds to a bank other than the bank previously designated on the
account application; and (3) redemption requests that provide that the
redemption proceeds should be sent to an address other than the address of
record or to a person other than the registered shareholder(s) for the account.
Signature guarantees can be obtained from any of the following institutions: a
national or state bank, a trust company, a federal savings and loan association,
or a broker-dealer that is a member of a national securities exchange. A
notarized signature is not sufficient.

REDEMPTIONS IN KIND

The Funds generally pay sale (redemption) proceeds in cash. However, under
unusual conditions that make the payment of cash unwise (and for the protection
of the Fund's remaining shareholders) the Funds might pay all or part of your
redemption proceeds in liquid securities with a market value equal to the
redemption price (redemption in kind). Although it is highly unlikely that your
shares would ever be redeemed in kind, you would probably have to pay brokerage
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.

RECEIVING YOUR MONEY

Normally, the Funds will send your sale proceeds within three Business Days
after they receive your request, but it may take up to seven days. Your proceeds
can be wired to your bank account (subject to a $10 wire fee) or sent to you by
check. IF YOU RECENTLY PURCHASED YOUR SHARES BY

<PAGE>

CHECK OR THROUGH ACH, REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK
HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS FROM YOUR DATE OF PURCHASE).

HOW TO EXCHANGE YOUR SHARES

EXCHANGES

When you exchange shares, you are really selling your shares and buying other
Fund shares. So, your sale price and purchase price will be based on the NAV
next calculated after the Funds receive your exchange request.

You may exchange your shares on any Business Day by contacting the Funds
directly by mail or telephone. You may also exchange shares through your
financial institution by mail or telephone. Exchange requests must be for an
amount of at least $$1,000. IF YOU RECENTLY PURCHASED SHARES BY CHECK OR THROUGH
ACH], YOU MAY NOT BE ABLE TO EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED
(WHICH MAY TAKE UP TO 15 DAYS FROM YOUR DATE OF PURCHASE). This exchange
privilege may be changed or canceled at any time upon 60 days' notice.

CLASS A SHARES

You may exchange Class A Shares of any Fund for Class A Shares of any other Fund
described in this prospectus. If you exchange shares that you purchased without
a sales charge or with a lower sales charge into a Fund with a sales charge or
with a higher sales charge, the exchange is subject to an incremental sales
charge (E.G., the difference between the lower and higher applicable sales
charges). If you exchange shares into a Fund with the same, lower or no sales
charge there is no incremental sales charge for the exchange.

CLASS C SHARES

You may exchange Class C Shares of any Fund for Class C Shares of any other Fund
described in this prospectus. You will not pay a contingent-deferred sales
charge on exchanges of Class C Shares.

CLASS I SHARES

You may exchange Class I Shares of any Fund for Class I Shares of any other Fund
described in this prospectus.

OTHER POLICIES:

FOR CUSTOMERS OF FINANCIAL INSTITUTIONS

If you purchase, sell or exchange Fund shares through a financial institution
(rather than directly from the Funds), you may have to transmit your purchase,
sale and exchange requests to your financial institution at an earlier time for
your transaction to become effective that day. This allows the financial
institution time to process your request and transmit it to us. For more
information about how to purchase, sell or exchange Fund shares through your
financial institution, you should contact your financial institution directly.

<PAGE>

TELEPHONE TRANSACTIONS

Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. Although we have certain safeguards and
procedures to confirm the identity of callers and the authenticity of
instructions, we are not responsible for any losses or costs incurred by
following telephone instructions we reasonably believe to be genuine. If you or
your financial institution transact with us over the telephone, you will
generally bear the risk of any loss.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Funds may suspend your right to sell your shares if the NYSE restricts
trading, the SEC declares an emergency or for other reasons. More information
about this is in the Funds' Statement of Additional Information.

INVOLUNTARY SALES OF YOUR SHARES
***

If your account balance drops below the required minimum of $1,000 for Class A
Shares or for Class C Shares, you may be required to sell your shares. You will
always be given at least 60 days' written notice to give you time to add to your
account and avoid selling your shares.
***

DIVIDENDS AND DISTRIBUTIONS

DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (SIDCo.) is the distributor of the Funds.
SIDCo. receives no compensation for distributing the Funds' shares.

Each Fund has adopted a distribution plan that allows the Fund to pay
distribution and service fees for the sale and distribution of its shares, and
for services provided to shareholders. Because these fees are paid out of a
Fund's assets continuously, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

For Class C Shares, the distribution fee is 0.75% of the average daily net
assets of each Fund. In addition, Class C Shares pay a shareholder servicing fee
of 0.25% of average daily net assets.

For Class A Shares, shareholder servicing fees, as a percentage of average daily
net assets, are 0.25%.

Class I Shares do not pay distribution or shareholder servicing fees.

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

FREQUENCY OF DECLARATION FREQUENCY OF PAYMENT
FUNDS OF DIVIDENDS OF DIVIDENDS
- ----- ------------------------ --------------------
<S> <C> <C>
Select Large Cap Growth Fund Monthly Quarterly
Select Large Cap Value Fund Monthly Quarterly
Select Small Cap Growth Fund Quarterly Quarterly
Select Small Cap Value Fund Quarterly Quarterly
Select Premier Core Equity Fund Quarterly Quarterly
Select Balanced Capital Appreciation Fund Monthly Quarterly
Select Balanced Growth and Income Fund Monthly Quarterly
Select Balanced Income and Growth Fund Monthly Quarterly
Select International Core Equity Fund Annually Annually
Select International Small Cap Fund Annually Annually
Select Premier Global Equity Fund Annually Annually
Select Global Financial Services Fund Annually Annually
Select Global Technology Fund Annually Annually
Select Strategic Fixed Income Fund Daily Monthly
</TABLE>

The Funds make distributions of capital gains, if any, at least annually.

You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify the Funds in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after we receive
your written notice. To cancel your election, simply send the Funds written
notice.

THE "RECORD DATE"

If you own Fund shares on a Fund's record date, you will be entitled to receive
the distribution.

<PAGE>

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Summarized below are some important tax issues
that affect the Funds and their shareholders. This summary is based on current
tax laws, which may change.

Each Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions you
receive from a Fund may be taxable whether or not you reinvest them. Income
distributions are generally taxable at ordinary income tax rates. Capital gains
distributions are generally taxable at the rates applicable to long-term capital
gains. EACH SALE OR EXCHANGE OF FUND SHARES IS A TAXABLE EVENT.

The Funds may be able to pass along a tax credit for foreign income taxes they
pay. The Funds will notify you if it gives you this credit.

FUND DISTRIBUTIONS

Distributions you receive from a Fund may be taxable whether or not you reinvest
them.

MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.

<PAGE>

ALPHA SELECT FUNDS

INVESTMENT ADVISER

Turner Investment Partners, Inc.
1235 Westlakes Drive, Suite 350
Berwyn, Pennsylvania 19312

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103

More information about the Funds is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated January 31, 2000, includes detailed information about the Funds.
The SAI is on file with the SEC and is incorporated by reference into this
prospectus. This means that the SAI, for legal purposes, is a part of this
prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

These reports will contain each Fund's holdings and contain information from the
Fund's managers about strategies, and recent market conditions and trends and
their impact on Fund performance. The reports will also contain detailed
financial information about the Funds.

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION:

BY TELEPHONE: Call 1-888-TIP-7654

BY MAIL: Write to Alpha Select Funds
P.O. Box 419805
Kansas City, MO 64141-6805

BY INTERNET: http://www.turner-invest.com

<PAGE>

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual reports,
as well as other information about the Alpha Select Funds, from the SEC's
website ("http://www.sec.gov"). You may review and copy documents at the SEC
Public Reference Room in Washington, DC (for information call 1-800-SEC-0330).
You may request documents by mail from the SEC, upon payment of a duplicating
fee, by writing to: Securities and Exchange Commission, Public Reference
Section, Washington, DC 20549-6009.

The Alpha Select Funds' Investment Company Act registration number is 811-8104.

<PAGE>

ALPHA SELECT FUNDS

SELECT LARGE CAP GROWTH FUND
SELECT LARGE CAP VALUE FUND
SELECT SMALL CAP GROWTH FUND
SELECT SMALL CAP VALUE FUND
SELECT PREMIER CORE EQUITY FUND
SELECT INTERNATIONAL CORE FUND
SELECT INTERNATIONAL SMALL CAP FUND
SELECT PREMIER GLOBAL EQUITY FUND
SELECT GLOBAL FINANCIAL SERVICES FUND
SELECT GLOBAL TECHNOLOGY FUND
SELECT BALANCED CAPITAL APPRECIATION FUND
SELECT BALANCED GROWTH AND INCOME FUND
SELECT BALANCED INCOME AND GROWTH FUND
SELECT STRATEGIC FIXED INCOME FUND

Investment Adviser:
TURNER INVESTMENT PARTNERS, INC.

This Statement of Additional Information is not a prospectus and relates only to
the Select Large Cap Growth Fund, Select Large Cap Value Fund, Select Small Cap
Growth Fund, Select Small Cap Value Fund, Select Premier Core Equity Fund,
Select International Core Fund, Select International Small Cap Fund, Select
Premier Global Equity Fund, Select Global Financial Services Fund, Select Global
Technology Fund, Select Balanced Capital Appreciation Fund Select Balanced
Growth and Income Fund, Select Balanced Income and Growth Fund and Select
Strategic Fixed Income Fund (each a "Fund" and, together, the "Funds"). It is
intended to provide additional information regarding the activities and
operations of the Alpha Select Funds (the "Trust"), and should be read in
conjunction with the Funds' Prospectus dated January 31, 2000. The Prospectus
may be obtained without charge by calling 1-888-TIP-7654.

January 31, 2000

<PAGE>

TABLE OF CONTENTS

THE TRUST.................................................................. S-
INVESTMENT OBJECTIVES...................................................... S-
INVESTMENT POLICIES........................................................ S-
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS...................... S-
INVESTMENT LIMITATIONS..................................................... S-
THE ADVISER................................................................ S-
THE SUB-ADVISERS........................................................... S-
THE ADMINISTRATOR.......................................................... S-
DISTRIBUTION AND SHAREHOLDER SERVICES...................................... S-
TRUSTEES AND OFFICERS OF THE TRUST......................................... S-
COMPUTATION OF YIELD AND TOTAL RETURN...................................... S-
PURCHASE AND REDEMPTION OF SHARES.......................................... S-
DETERMINATION OF NET ASSET VALUE........................................... S-
TAXES...................................................................... S-
PORTFOLIO TRANSACTIONS..................................................... S-
VOTING..................................................................... S-
DESCRIPTION OF SHARES...................................................... S-
SHAREHOLDER LIABILITY...................................................... S-
LIMITATION OF TRUSTEES' LIABILITY.......................................... S-
EXPERTS.................................................................... S-
CUSTODIAN.................................................................. S-
LEGAL COUNSEL.............................................................. S-
APPENDIX................................................................... A-1

S-2

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THE TRUST

This Statement of Additional Information relates only to Class A, Class C, and
Class I shares of the Select Large Cap Growth Fund, Select Large Cap Value Fund,
Select Small Cap Growth Fund, Select Small Cap Value Fund, Select Premier Core
Equity Fund, Select International Core Fund, Select International Small Cap
Fund, Select Premier Global Equity Fund, Select Global Financial Services Fund,
Select Global Technology Fund, Select Balanced Capital Appreciation Fund, Select
Balanced Growth and Income Fund, Select Balanced Income and Growth Fund and
Select Strategic Fixed Income Fund (each a "Fund" and, together, the "Funds").
Each Fund is a separate series of the Alpha Select Funds (the "Trust"), an
open-end management investment company established as a Delaware business trust
under a Declaration of Trust dated October 25, 1993, and amended on December 10,
1998. The Declaration of Trust permits the Trust to offer separate series
("portfolios") of shares of beneficial interest ("shares"). Each portfolio is a
separate mutual fund, and each share of each portfolio represents an equal
proportionate interest in that portfolio. See "Description of Shares."
Capitalized terms not defined herein are defined in the Prospectus offering
shares of the Funds.

INVESTMENT OBJECTIVES

SELECT LARGE CAP GROWTH FUND -- The Select Large Cap Growth Fund seeks capital
appreciation.

SELECT LARGE CAP VALUE FUND -- The Select Large Cap Value Fund seeks capital
appreciation and income.

SELECT SMALL CAP GROWTH FUND -- The Select Small Cap Growth Fund seeks capital
appreciation.

SELECT SMALL CAP VALUE FUND -- The Select Small Cap Value Fund seeks capital
appreciation.

SELECT PREMIER CORE EQUITY FUND -- The Select Premier Core Equity Fund seeks
long-term capital appreciation.

SELECT INTERNATIONAL CORE FUND -- The Select International Core Fund seeks
long-term capital appreciation.

SELECT INTERNATIONAL SMALL CAP FUND -- The Select International Small Cap Fund
seeks long-term capital appreciation.

SELECT PREMIER GLOBAL EQUITY FUND -- The Select Premier Global Equity Fund seeks
long-term capital appreciation.

SELECT GLOBAL FINANCIAL SERVICES FUND -- The Select Global Financial Services
Fund seeks long-term capital appreciation.

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SELECT GLOBAL TECHNOLOGY FUND -- The Select Global Technology Fund seeks
long-term capital appreciation.

SELECT BALANCED CAPITAL APPRECIATION FUND -- The Select Balanced Capital
Appreciation Fund seeks long-term capital appreciation and a limited amount of
income.

SELECT BALANCED GROWTH AND INCOME FUND -- The Select Balanced Growth and Income
Fund seeks capital appreciation and income.

SELECT BALANCED INCOME AND GROWTH FUND -- The Select Balanced Income and Growth
Fund seeks current income with modest amount of capital appreciation.

SELECT STRATEGIC FIXED INCOME FUND -- The Select Strategic Fixed Income Fund
seeks current income.

INVESTMENT POLICIES

SELECT LARGE CAP GROWTH FUND -- The Select Large Cap Growth Fund invests
primarily in U.S. common stocks and other equity securities that the Fund's
Adviser believes to have long-term growth potential. The Fund may also purchase
stocks of smaller companies with growth potential. In selecting investments for
the Fund, the Adviser chooses stocks of large cap companies in a broad range of
industries based primarily on their growth characteristics. Due to its
investment strategy, the Fund may buy and sell securities frequently. This may
result in higher transaction costs and additional capital gains taxes.

SELECT LARGE CAP VALUE FUND -- The Select Large Cap Value Fund invests primarily
in U.S. common stocks and other equity securities that the Fund's Adviser
believes are undervalued by the market. The Fund may also purchase stocks of
undervalued smaller companies. In selecting investments for the Fund, the
Adviser chooses stocks of large cap companies that are presently out-of-favor
with many investors. Due to its investment strategy, the Fund may buy and sell
securities frequently. This may result in higher transaction costs and
additional capital gains taxes.

SELECT SMALL CAP GROWTH FUND -- The Select Small Cap Growth Fund invests
primarily in common stocks and other equity securities U.S. issuers with small
market capitalizations. The Fund will invest in securities of companies that
have above-average growth potential. The Fund will invest in securities of
companies operating in a broad range of industries based primarily on their
growth characteristics. Due to its investment strategy, the Fund may buy and
sell securities frequently. This may result in higher transaction costs and
additional capital gains taxes.

SELECT SMALL CAP VALUE FUND -- The Select Small Cap Value Fund invests primarily
in common stocks and other equity securities of U.S. issuers that are
undervalued by the market. In selecting investmens for the Fund, the Adviser
chooses stocks of companies with small market

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capitalzations that are presently out of favor with many investors. The Fund
will invest in securities of companies operating in a broad range of industries
based primarily on their value characteristics. Due to its investment strategy,
the Fund may buy and sell securities frequently. This may result in higher
transaction costs and additional capital gains taxes.

SELECT PREMIER CORE EQUITY FUND -- The Select Premier Core Equity Fund invests
primarily in common stocks and other equity securities of companies regardless
of their market capitalizations. In selecting investmens for the Fund, the
Adviser chooses stocks of companies that have above-average growth potential or
that have been undervalued by the market. The Fund will invest in securities of
companies operating in a broad range of industries based primarily on their
growth potential or their relatively attractive price. Due to its investment
strategy, the Fund may buy and sell securities frequently. This may result in
higher transaction costs and additional capital gains taxes.

SELECT INTERNATIONAL CORE FUND -- The Select International Core Fund invests
primarily in common stocks and other equity securities of large cap foreign
issuers. In selecting investmens for the Fund, the Adviser chooses stocks of
companies located in at least three foreign countries. The Fund primarily
invests in companies located in emerging markets. Due to its investment
strategy, the Fund may buy and sell securities frequently. This may result in
higher transaction costs and additional capital gains taxes.

SELECT INTERNATIONAL SMALL CAP FUND -- The Select International Small Cap Fund
invests primarily in common stocks and other equity securities of companies that
have small market capitalizations. In selecting investmens for the Fund, the
Adviser chooses stocks of companies located in at least three foreign countries.
The Fund primarily invests in companies located in emerging markets. Due to its
investment strategy, the Fund may buy and sell securities frequently. This may
result in higher transaction costs and additional capital gains taxes.

SELECT PREMIER GLOBAL EQUITY FUND -- The Select Premier Global Equity Fund
invests primarily in common stocks and other equity securities of companies
located in the U.S. and abroad that have a variety of market capitalizations. In
selecting investmens for the Fund, the Adviser chooses stocks of companies from
the U.S. and at least three other countries. The Fund primarily invests in
companies located in emerging markets. Due to its investment strategy, the Fund
may buy and sell securities frequently. This may result in higher transaction
costs and additional capital gains taxes.

SELECT GLOBAL FINANCIAL SERVICES FUND -- The Select Global Financial Services
Fund invests primarily in common stocks and other equity securities of financial
services companies located in the U.S. and abroad that have a variety of market
capitalizations. In selecting investmens for the Fund, the Adviser chooses
stocks of financial services companies from the U.S. and at least three other
countries. The Fund primarily invests in companies located in developed
countries, but also may invest in companies located in emerging markets. Due to
its investment strategy, the Fund may buy and sell securities frequently. This
may result in higher transaction costs and additional capital gains taxes.

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SELECT GLOBAL TECHNOLOGY FUND -- The Select Global Technology Fund invests
primarily in common stocks and other equity securities of technology companies
located in the U.S. and abroad that have a variety of market capitalizations. In
selecting investmens for the Fund, the Adviser chooses stocks of technology
companies from the U.S. and at least three other countries. The Fund primarily
invests in companies located in developed countries, but also may invest in
companies located in emerging markets. The Fund will invest in securities of
technology companies, including computer, telecommunications and electronics
companies, that have long-term growth potential. Due to its investment strategy,
the Fund may buy and sell securities frequently. This may result in higher
transaction costs and additional capital gains taxes.

SELECT BALANCED CAPITAL APPRECIATION FUND -- The Select Balanced Capital
Appreciation Fund invests primarily in common stocks and other equity
securities. The Fund also invests in investment grade fixed income securities
and in money market securities or cash equivalents. In selecting investments for
the Fund, the Adviser allocates assets between stocks, bonds and cash
equivalents based on the Adviser's outlook for the market. The Fund will
typically invest a larger percentage of its assets in equity securities, but at
times may invest more in debt securities or cash equivalents. Due to its
investment strategy, the Fund may buy and sell securities frequently. This may
result in higher transaction costs and additional capital gains taxes.

SELECT BALANCED GROWTH AND INCOME FUND -- The Select Balanced Growth and Income
Fund invests primarily in common stocks and other equity securities and in
investment grade fixed income securities of corporate and governmental issuers.
The Fund also invests money market securities or cash equivalents. In selecting
investments for the Fund, the Adviser allocates assets between stocks, bonds and
cash equivalents based on the Adviser's outlook for the market. The Fund will
invest roughly equal percentages in equity securities and debt securities, but
at times may invest more in debt securities and in cash equivalents. Due to its
investment strategy, the Fund may buy and sell securities frequently. This may
result in higher transaction costs and additional capital gains taxes.

SELECT BALANCED INCOME AND GROWTH FUND -- The Select Balanced Income and Growth
Fund invests primarily in common stocks and other equity securities and in
investment grade fixed income securities of corporate and governmental issuers.
The Fund also invests money market securities or cash equivalents. In selecting
investments for the Fund, the Adviser allocates assets between bonds, stocks and
cash equivalents based on the Adviser's outlook for the market. The Fund will
typically invest a larger percentage of its assets in fixed income securities,
but at times may invest more in equity securities or cash equivalents. Due to
its investment strategy, the Fund may buy and sell securities frequently. This
may result in higher transaction costs and additional capital gains taxes.

SELECT STRATEGIC FIXED INCOME FUND -- The Select Strategic Fixed Income Fund
invests primarily in investment grade U.S. and foreign government securities,
corporate debt securities, mortgage-backed securities, and asset-backed
securities. The Fund purchase securities rated below investment grade (or "junk
bonds"). In selecting investments for the Fund, the Adviser

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chooses securities of quality companies and of U.S. and foreign governments and
their agencies with intermediate durations. The Adviser will allocated the
Fund's assets among various market sectors based on their analysis of historical
data, yield trends and credit ratings. The Fund's average duration will
typically be between three and six years, although the Fund can hold securities
with longer and shorter durations. Due to its investment strategy, the Fund may
buy and sell securities frequently. This may result in higher transaction costs
and additional capital gains taxes.

DESCRIPTION OF PERMITTED INVESTMENTS

AMERICAN DEPOSITORY RECEIPTS ("ADRs")

Holders of an unsponsored depositary receipt generally bear all the costs of the
unsponsored facility. The depositary of an unsponsored facility frequently is
under no obligation to distribute shareholder communications received from the
issuer of the deposited security or to pass through to the holders of the
receipts voting rights with respect to the deposited securities.

ASSET-BACKED SECURITIES

Certain Funds may invest in securities backed by automobile, credit-card or
other types of receivables in securities backed by other types of assets. Credit
support or asset-backed securities may be based on the underlying assets and/or
provided by a third party through credit enhancements. Credit enhancement
techniques include letters of credit, insurance bonds, limited guarantees (which
are generally provided by the issuer), senior-subordinated structures and
overcollateralization.

Asset-backed securities are not issued or guaranteed by the United States
Government or its agencies or instrumentalities; however, the payment of
principal and interest on such obligations may be guaranteed up to certain
amounts for a certain period by a letter of credit issued by a financial
institution (such as a bank or insurance company) unaffiliated with the issuers
of such securities. The purchase of asset-backed securities raises risk
considerations peculiar to the financing of the instruments underlying such
securities. For example, there is a risk that another party could acquire an
interest in the obligations superior to that of the holders of the asset-backed
securities. There also is the possibility that recoveries on repossessed
securities entail prepayment risk, which may vary depending on the type of
asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. In addition, credit card receivables are unsecured
obligations of the card holders.

The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities.

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BORROWING

The Funds may borrow money equal to 5% of their total assets for temporary
purposes to meet redemptions or to pay dividends. Borrowing may exaggerate
changes in the net asset value of a Fund's shares and in the return on the
Fund's portfolio. Although the principal of any borrowing will be fixed, a
Fund's assets may change in value during the time the borrowing is outstanding.
The Funds may be required to liquidate portfolio securities at a time when it
would be disadvantageous to do so in order to make payments with respect to any
borrowing. The Funds may be required to segregate liquid assets in an amount
sufficient to meet their obligations in connection with such borrowings. In an
interest rate arbitrage transaction, a Fund borrows money at one interest rate
and lends the proceeds at another, higher interest rate. These transactions
involve a number of risks, including the risk that the borrower will fail or
otherwise become insolvent or that there will be a significant change in
prevailing interest rates.

CONVERTIBLE SECURITIES

Convertible securities have characteristics similar to both fixed income and
equity securities. Because of the conversion feature, the market value of
convertible securities tends to move together with the market value of the
underlying stock. As a result, a Fund's selection of convertible securities is
based, to a great extent, on the potential for capital appreciation that may
exist in the underlying stock.

DERIVATIVES

Derivatives are securities that derive their value from other securities,
financial instruments or indices. The following are considered derivative
securities: options on futures, futures, options (E.G., puts and calls), swap
agreements, mortgage-backed securities (E.G., CMOs, REMICs, IOs and POs), when
issued securities and forward commitments, floating and variable rate
securities, convertible securities, "stripped" U.S. Treasury securities (E.G.,
Receipts and STRIPs), privately issued stripped securities (E.G., TGRs, TRs, and
CATs). See elsewhere in the "Description of Permitted Investments" for
discussions of these various instruments.

DOLLAR ROLL TRANSACTIONS

Certain Funds may enter into dollar roll transactions. A dollar roll transaction
involves a sale by a Fund of a security to a financial institution concurrently
with an agreement by the Fund to repurchase a similar security from the
institution at a later date at an agreed-upon price. The securities that are
repurchased will bear the same interest rate as those sold, but generally will
be collateralized by different pools of mortgages with different prepayment
histories than those sold. During the period between the sale and repurchase, a
Fund will not be entitled to receive interest and principal payments on the
securities sold. Proceeds of the sale will be invested in additional portfolio
securities of the particular Fund, and the income from these investments,
together with any additional fee income received on the sale, may or may not
generate income from the Fund exceeding the yield on the securities sold.

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At the time that a Fund enters into a dollar roll transaction, it causes the
Fund's custodian to segregate cash or liquid securities having a value equal to
the repurchase price (including accrued interest) and will subsequently mark the
assets to market daily to ensure that full collateralization is maintained.

EQUITY SECURITIES

Equity securities represent ownership interests in a company or corporation and
consist of common stock, preferred stock, warrants and other rights to acquire
such instruments. Equity securities may be listed on exchanges or traded in the
over-the-counter market. Investments in common stocks are subject to market
risks which may cause their priced to fluctuate over time.

The value of convertible securities is also affected by prevailing interest
rates, the credit quality of the issuer and any call provisions. Changes in the
value of fund securities will not necessarily affect cash income derived from
these securities, but will affect a Fund's net asset value.

Investments in the equity securities of small capitalization companies involves
greater risk than is customarily associated with larger, more established
companies due to the greater business risks of small size, limited markets and
financial resources, narrow product lines and the frequent lack of depth of
management. The securities of small companies are often traded over-the-counter
and may not be traded in volumes typical on a national securities exchange.
Consequently, the securities of smaller companies may have limited market
stability and may be subject to more abrupt or erratic market movements than
securities of larger, more established growth companies or the market averages
in general.

FIXED INCOME SECURITIES

Fixed income securities are debt obligations issued by governments,
corporations, municipalities and other borrowers. The market value of fixed
income investments will generally change in response to interest rate changes
and other factors. During periods of falling interest rates, the values of
outstanding fixed income securities generally rise. Conversely, during periods
of rising interest rates, the values of such securities generally decline.
Moreover, while securities with longer maturities tend to produce higher yields,
the prices of longer maturity securities are also subject to greater market
fluctuations as a result of changes in interest rates. Changes by recognized
agencies in the rating of any fixed income security and in the ability of an
issuer to make payments of interest and principal will also affect the value of
these investments. Changes in the value of portfolio securities will not affect
cash income derived from these securities, but will affect a Fund's net asset
value.

Investment grade bonds include securities rated BBB by S&P or Baa by Moody's,
which may be regarded as having speculative characteristics as to repayment of
principal. If a security is downgraded, the Adviser will review the situation
and take appropriate action.

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FORWARD FOREIGN CURRENCY CONTRACTS

Forward foreign currency contracts involve an obligation to purchase or sell a
specified currency at a future date at a price set at the time of the contract.
Forward currency contracts do not eliminate fluctuations in the values of
portfolio securities but rather allow a Fund to establish a rate of exchange for
a future point in time.

When entering into a contract for the purchase or sale of a security in a
foreign currency, a Fund may enter into a forward foreign currency contract for
the amount of the purchase or sale price to protect against variations between
the date the security is purchased or sold and the date on which payment is made
or received, in the value of the foreign currency relative to the United States
dollar or other foreign currency.

Also, when an adviser anticipates that a particular foreign currency may decline
substantially relative to the United States dollar or other leading currencies,
in order to reduce risk, a Fund may enter into a forward contract to sell, for a
fixed amount, the amount of foreign currency approximating the value of its
securities denominated in such foreign currency. With respect to any such
forward foreign currency contract, it will not generally be possible to match
precisely the amount covered by that contract and the value of the securities
involved due to changes in the values of such securities resulting from market
movements between the date the forward contract is entered into and the date it
matures. In addition, while forward currency contracts may offer protection from
losses resulting from declines in value of a particular foreign currency, they
also limit potential gains which might result from increases in the value of
particular foreign currency, they also limit potential gains which might result
from increases in the value of such currency. A Fund will also incur costs in
connection with forward foreign currency contracts and conversions of foreign
currencies to United States dollars. A Fund will place assets in a segregated
account to assure that its obligations under forward foreign currency contracts
are covered.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified future
time and at a specified price. An option on a futures contract gives the
purchaser the right, in exchange for a premium, to assume a position in a
futures contract at a specified exercise price during the term of the option. A
Fund may use futures contracts and related options for bona fide hedging
purposes, to offset changes in the value of securities held or expected to be
acquired or be disposed of, to minimize fluctuations in foreign currencies, or
to gain exposure to a particular market or instrument. A Fund will minimize the
risk that it will be unable to close out a futures contract by only entering
into futures contracts which are traded on national futures exchanges. In
addition, a Fund will only sell covered futures contracts and options on futures
contracts.

Stock and bond index futures are futures contracts for various stock and bond
indices that are traded on registered securities exchanges. Stock and bond index
futures contracts obligate the

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seller to deliver (and the purchaser to take) an amount of cash equal to a
specific dollar amount times the difference between the value of a specific
stock or bond index at the close of the last trading day of the contract and the
price at which the agreement is made.

Stock and bond index futures contracts are bilateral agreements pursuant to
which two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock or bond index
value at the close of trading of the contract and the price at which the futures
contract is originally struck. No physical delivery of the stocks or bonds
comprising the Index is made; generally contracts are closed out prior to the
expiration date of the contracts.

No price is paid upon entering into futures contracts. Instead, a Fund would be
required to deposit an amount of cash or U.S. Treasury securities known as
"initial margin." Subsequent payments, called "variation margin," to and from
the broker, would be made on a daily basis as the value of the futures position
varies (a process known as "marking to market"). The margin is in the nature of
a performance bond or good-faith deposit on a futures contract.

There are risks associated with these activities, including the following: (1)
the success of a hedging strategy may depend on an ability to predict movements
in the prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect or no correlation between the
changes in market value of the securities held by the Fund and the prices of
futures and options on futures; (3) there may not be a liquid secondary market
for a futures contract or option; (4) trading restrictions or limitations may be
imposed by an exchange; and (5) government regulations may restrict trading in
futures contracts and futures options.

A Fund may enter into futures contracts and options on futures contracts traded
on an exchange regulated by the Commodities Futures Trading Commission ("CFTC"),
as long as, to the extent that such transactions are not for "bona fide hedging
purposes," the aggregate initial margin and premiums on such positions
(excluding the amount by which such options are in the money) do not exceed 5%
of a Fund's net assets. A Fund may buy and sell futures contracts and related
options to manage its exposure to changing interest rates and securities prices.
Some strategies reduce a Fund's exposure to price fluctuations, while others
tend to increase its market exposure. Futures and options on futures can be
volatile instruments and involve certain risks that could negatively impact a
Fund's return.

In order to avoid leveraging and related risks, when a Fund purchases futures
contracts, it will collateralize its position by depositing an amount of cash or
liquid securities, equal to the market value of the futures positions held, less
margin deposits, in a segregated account with its custodian. Collateral equal to
the current market value of the futures position will be marked to market on a
daily basis.

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GLOBAL DEPOSITORY RECEIPTS ("GDRs")

GDRs are issued globally and evidence a similar ownership interests in a
security or a pool of securities issued by either a U.S. or foreign issuer. GDRs
are designed for trading in non-U.S. securities markets. GDRs may be available
for investment through "sponsored" or "unsponsored" facilities. A sponsored
facility is established jointly by the issuer of the security underlying the
receipt and a depository, whereas an unsponsored facility may be established by
a depository without participation by the issuer of the receipt's underlying
security.

ILLIQUID SECURITIES

Illiquid securities are securities that cannot be disposed of within seven
business days at approximately the price at which they are being carried on the
Fund's books. Illiquid securities include demand instruments with demand notice
periods exceeding seven days, securities for which there is no active secondary
market, and repurchase agreements with maturities of over seven days in length.

INVESTMENT COMPANY SHARES

Each Fund may invest in shares of other investment companies to the extent
permitted by applicable law and subject to certain restrictions. A Fund's
purchase of such investment company securities results in the layering of
expenses, such that shareholders would indirectly bear a proportionate share of
the operating expenses of such investment companies, including advisory fees, in
addition to paying Fund expenses. Under applicable regulations, a Fund is
prohibited from acquiring the securities of another investment company if, as a
result of such acquisition: (1) the Fund owns more than 3% of the total voting
stock of the other company; (2) securities issued by any one investment company
represent more than 5% of the Fund's total assets; or (3) securities (other than
treasury stock) issued by all investment companies represent more than 10% of
the total assets of the Fund.

JUNK BONDS

Securities rated below investment grade are often referred to as "junk bonds."
Fixed income securities are subject to the risk of an issuer's ability to meet
principal and interest payments on the obligation (credit risk), and may also be
subject to price volatility due to such factors as interest rate sensitivity,
market perception of the creditworthiness of the issuer and general market
liquidity (market risk). Lower rated or unrated (i.e., high yield) securities
are more likely to react to developments affecting market and credit risk than
are more highly rated securities, which primarily react to movements in the
general level of interest rates. The market values of fixed-income securities
tend to vary inversely with the level of interest rates. Yields and market
values of high yield securities will fluctuate over time, reflecting not only
changing interest rates but the market's perception of credit quality and the
outlook for economic growth. When economic conditions appear to be
deteriorating, medium to lower rated securities may decline in value due to
heightened concern over credit quality, regardless of prevailing interest rates.

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Investors should carefully consider the relative risks of investing in high
yield securities and understand that such securities are not generally meant for
short-term investing.

The high yield market is relatively new and its growth has paralleled a long
period of economic expansion and an increase in merger, acquisition and
leveraged buyout activity. Adverse economic developments can disrupt the market
for high yield securities, and severely affect the ability of issuers,
especially highly leveraged issuers, to service their debt obligations or to
repay their obligations upon maturity which may lead to a higher incidence of
default on such securities. In addition, the secondary market for high yield
securities, which is concentrated in relatively few market makers, may not be as
liquid as the secondary market for more highly rated securities. As a result,
the Fund's adviser could find it more difficult to sell these securities or may
be able to sell the securities only at prices lower than if such securities were
widely traded. Furthermore, the Fund may experience difficulty in valuing
certain securities at certain times. Prices realized upon the sale of such lower
rated or unrated securities, under these circumstances, may be less than the
prices used in calculating the Fund's net asset value.

Prices for high yield securities may be affected by legislative and regulatory
developments. These laws could adversely affect the Fund's net asset value and
investment practices, the secondary market value for high yield securities, the
financial condition of issuers of these securities and the value of outstanding
high yield securities.

Lower rated or unrated debt obligations also present risks based on payment
expectations. If an issuer calls the obligations for redemption, the Fund may
have to replace the security with a lower yielding security, resulting in a
decreased return for investors. If the Fund experiences unexpected net
redemptions, it may be forced to sell its higher rated securities, resulting in
a decline in the overall credit quality of the Fund's investment portfolio and
increasing the exposure of the Fund to the risks of high yield securities.
Credit quality in the junk bond market can change suddenly and unexpectedly, and
even recently issued credit ratings may not fully reflect the actual risks
imposed by a particular security.

MONEY MARKET INSTRUMENTS

Money market securities are high-quality, dollar-denominated, short-term debt
instruments. They consist of: (i) bankers' acceptances, certificates of
deposits, notes and time deposits of highly-rated U.S. banks and U.S. branches
of foreign banks; (ii) U.S. Treasury obligations and obligations issued or
guaranteed by the agencies and instrumentalities of the U.S. Government; (iii)
high-quality commercial paper issued by U.S. and foreign corporations; (iv) debt
obligations with a maturity of one year or less issued by corporations with
outstanding high-quality commercial paper ratings; and (v) repurchase agreements
involving any of the foregoing obligations entered into with highly-rated banks
and broker-dealers.

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MORTGAGE-RELATED SECURITIES

ADJUSTABLE RATE MORTGAGE-RELATED SECURITIES ("ARMS"): As the interest rate on
the mortgages underlying adjustable rate mortgage-related securities are reset
periodically, yields of such portfolio securities will gradually align
themselves to reflect changes in market rates. Unlike fixed rate mortgages,
which generally decline in value during periods of rising interest rates, ARMS
allow the Funds to participate in increases in interest rates through periodic
adjustments in the coupons of the underlying mortgages, resulting in both higher
current yields and low price fluctuations. Furthermore, if prepayments of
principal are made on the underlying mortgages during periods of rising interest
rates, the Funds may be able to reinvest such amounts in securities with a
higher current rate of return. During periods of declining interest rates, of
course, the coupon rates may readjust downward, resulting in lower yields to the
Funds. Further, because of this feature, the value of ARMS are unlikely to rise
during periods of declining interest rates to the same extent as fixed rate
instruments.

FANNIE MAE SECURITIES: Fannie Mae is a federally chartered and privately owned
corporation established under the Federal National Mortgage Association Charter
Act. Fannie Mae provides funds to the mortgage market primarily by purchasing
home mortgage loans from local lenders, thereby providing them with funds for
additional lending. Fannie Mae acquires funds to purchase loans from investors
that may not ordinarily invest in mortgage loans directly, thereby expanding the
total amount of funds available for housing.

Each Fannie Mae pass-through security represents a proportionate interest in one
or more pools of loans, including conventional mortgage loans (that is, mortgage
loans that are not insured or guaranteed by any U.S. Government agency). The
loans contained in those pools consist of one or more of the following: (1)
fixed-rate level payment mortgage loans; (2) fixed-rate growing equity mortgage
loans; (3) fixed-rate graduated payment mortgage loans; (4) variable rate
mortgage loans; (5) other adjustable rate mortgage loans; and (6) fixed-rate
mortgage loans secured by multifamily projects.

FEDERAL HOME LOAN MORTGAGE CORPORATION SECURITIES ("FHLMC"): The operations of
FHLMC currently consist primarily of the purchase of first lien, conventional,
residential mortgage loans and participation interests in mortgage loans and the
resale of the mortgage loans in the form of mortgage-backed securities.

The mortgage loans underlying FHLMC securities typically consist of fixed rate
or adjustable rate mortgage loans with original terms to maturity of between 10
to 30 years, substantially all of which are secured by first liens on
one-to-four-family residential properties or multifamily projects. Each mortgage
loan must include whole loans, participation interests in whole loans and
undivided interests in whole loans and participation in another FHLMC security.

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION SECURITIES ("GNMA"): GNMA is a wholly
owned corporate instrumentality of the U.S. Government within the Department of
Housing and Urban

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Development. In order to meet its obligations under a guarantee, GNMA is
authorized to borrow from the U.S. Treasury with no limitations as to amount.

GNMA pass-through securities may represent a proportionate interest in one or
more pools of the following types of mortgage loans: (1) fixed-rate level
payment mortgage loans; (2) fixed rate graduated payment mortgage loans;
(3) fixed-rate growing equity mortgage loans; (4) fixed-rate mortgage loans
secured by manufactured (mobile) homes; (5) mortgage loans on multifamily
residential properties under construction; (6) mortgage loans on completed
multifamily projects; (7) fixed-rate mortgage loans as to which escrowed funds
are used to reduce the borrower's monthly payments during the early years of the
mortgage loans ("buydown" mortgage loans); (8) mortgage loans that provide for
adjustments on payments based on periodic changes in interest rates or in other
payment terms of the mortgage loans; and (9) mortgage-backed serial notes.

PRIVATELY ISSUED MORTGAGE-RELATED SECURITIES: The Funds may invest in
mortgage-related securities offered by private issuers including pass-through
securities comprised of pools of conventional residential mortgage loans;
mortgage-backed bonds which are considered to be obligations of the institution
issuing the bonds and are collateralized mortgage obligations ("CMOs"), provided
such securities are "mortgage related securities" within the meaning of the
Secondary Mortgage Market Enhancement Act of 1984, as amended.

The Funds may invest in, among other things, "parallel pay" CMOs and Planned
Amortization Class CMOs ("PAC Bonds"). Parallel pay CMOs are structured to
provide payments of principal on each payment date to more than one class. These
simultaneous payments are taken into account in calculating the stated maturity
date or final distribution date of each class, which like the other CMO
structures, must be retired by its stated maturity date or final distribution
date but may be retired earlier. PAC Bonds are parallel pay CMOs that generally
require payments of a specified amount of principal on each payment date. The
required principal payment on PAC Bonds have the highest priority after interest
has been paid to all classes.

NON-DIVERSIFICATION

Each Fund (except the Balanced Capital Appreciation, Balanced Growth and Income,
Balanced Income and Growth and Strategic Fixed Income Funds) is a
non-diversified company, as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), which means that a relatively high percentage of
assets of the Fund may be invested in the obligations of a limited number of
issuers. Although the Adviser and the Sub-Advisers do not intend to invest more
than 5% of the Fund's assets in any single issuer (with the exception of
securities which are issued or guaranteed by a national government), the value
of the shares of the Fund may be more susceptible to any single economic,
political or regulatory occurrence than the shares of a diversified investment
company would be. The Fund intends to satisfy the diversification requirements
necessary to qualify as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code"), which requires that the Fund be
diversified (i.e., not invest more than 5% of its assets in the securities in
any one issuer) as to 50% of its assets.

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OBLIGATIONS OF SUPRANATIONAL ENTITIES

Supranational entities are entities established through the joint participation
of several governments, including the Asian Development Bank, the Inter-American
Development Bank, International Bank for Reconstruction and Development (World
Bank), African Development Bank, European Economic Community, European
Investment Bank and the Nordic Investment Bank. The governmental members, or
"stock holders," usually make initial capital contributions to the supranational
entity and, in many cases, are committed to make additional capital
contributions if the supranational entity is unable to repay its borrowings.

OPTIONS

A put option gives the purchaser of the option the right to sell, and the writer
of the option the obligation to buy, the underlying security at any time during
the option period. A call option gives the purchaser of the option the right to
buy, and the writer of the option the obligation to sell, the underlying
security at any time during the option period. The premium paid to the writer is
the consideration for undertaking the obligations under the option contract. The
initial purchase (sale) of an option contract is an "opening transaction." In
order to close out an option position, a Fund may enter into a "closing
transaction," which is simply the sale (purchase) of an option contract on the
same security with the same exercise price and expiration date as the option
contract originally opened. If a Fund is unable to effect a closing purchase
transaction with respect to an option it has written, it will not be able to
sell the underlying security until the option expires or the Fund delivers the
security upon exercise.

A Fund may purchase put and call options to protect against a decline in the
market value of the securities in its portfolio or to anticipate an increase in
the market value of securities that the Fund may seek to purchase in the future.
A Fund purchasing put and call options pays a premium therefor. If price
movements in the underlying securities are such that exercise of the options
would not be profitable for a Fund, loss of the premium paid may be offset by an
increase in the value of the Fund's securities or by a decrease in the cost of
acquisition of securities by the Fund.

A Fund may write covered call options as a means of increasing the yield on its
portfolio and as a means of providing limited protection against decreases in
its market value. When a Fund sells an option, if the underlying securities do
not increase or decrease to a price level that would make the exercise of the
option profitable to the holder thereof, the option generally will expire
without being exercised and the Fund will realize as profit the premium
received for such option. When a call option written by a Fund is exercised, the
Fund will be required to sell the underlying securities to the option holder at
the strike price, and will not participate in any increase in the price of such
securities above the strike price. When a put option written by a Fund is
exercised, the Fund will be required to purchase the underlying securities at
the strike price, which may be in excess of the market value of such securities.

A Fund may purchase and write options on an exchange or over-the-counter.
Over-the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are

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transacted directly with dealers and not with a clearing corporation, and
therefore entail the risk of non-performance by the dealer. OTC options are
available for a greater variety of securities and for a wider range of
expiration dates and exercise prices than are available for exchange-traded
options. Because OTC options are not traded on an exchange, pricing is done
normally by reference to information from a market maker. It is the position of
the SEC that OTC options are generally illiquid.

A Fund may purchase and write put and call options on foreign currencies (traded
on U.S. and foreign exchanges or over-the-counter markets) to manage its
exposure to exchange rates. Call options on foreign currency written by a Fund
will be "covered," which means that the Fund will own an equal amount of the
underlying foreign currency. With respect to put options on foreign currency
written by a Fund, the Fund will establish a segregated account with its
Custodian consisting of cash or liquid, high grade debt securities in an amount
equal to the amount the Fund would be required to pay upon exercise of the put.

A Fund may purchase and write put and call options on indices and enter into
related closing transactions. Put and call options on indices are similar to
options on securities except that options on an index give the holder the right
to receive, upon exercise of the option, an amount of cash if the closing level
of the underlying index is greater than (or less than, in the case of puts) the
exercise price of the option. This amount of cash is equal to the difference
between the closing price of the index and the exercise price of the option,
expressed in dollars multiplied by a specified number. Thus, unlike options on
individual securities, all settlements are in cash, and gain or loss depends on
price movements in the particular market represented by the index generally,
rather than the price movements in individual securities. A Fund may choose to
terminate an option position by entering into a closing transaction. The ability
of a Fund to enter into closing transactions depends upon the existence of a
liquid secondary market for such transactions.

All options written on indices must be covered. When a Fund writes an option on
an index, it will establish a segregated account containing cash or liquid
securities with its custodian in an amount at least equal to the market value of
the option and will maintain the account while the option is open or will
otherwise cover the transaction.

RISK FACTORS: Risks associated with options transactions include: (1) the
success of a hedging strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect correlation between the movement
in prices of options and the securities underlying them; (3) there may not be a
liquid secondary market for options; and (4) while a Fund will receive a premium
when it writes covered call options, it may not participate fully in a rise in
the market value of the underlying security.

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PORTFOLIO TURNOVER

An annual portfolio turnover rate in excess of 100% may result from the
Adviser's investment strategy. Portfolio turnover rates in excess of 100% may
result in higher transaction costs, including increased brokerage commissions,
and higher levels of taxable capital gain.

RECEIPTS

Receipts are sold as zero coupon securities, which means that they are sold at a
substantial discount and redeemed at face value at their maturity date without
interim cash payments of interest or principal. This discount is accreted over
the life of the security, and such accretion will constitute the income earned
on a security for both accounting and tax purposes. Because of these features,
such securities may be subject to greater interest rate volatility than interest
paying investments.

REITS

The Funds may invest in real estate investment trusts ("REITs"), which pool
investors' funds for investment in income producing commercial real estate or
real estate related loans or interests.

A REIT is not taxed on income distributed to its shareholders or unitholders if
it complies with regulatory requirements relating to its organization,
ownership, assets and income, and with a regulatory requirement that it
distribute to its shareholders or unitholders at least 95% of its taxable income
for each taxable year. Generally, REITs can be classified as Equity REITs,
Mortgage REITs and Hybrid REITs. Equity REITs invest the majority of their
assets directly in real property and derive their income primarily from rents
and capital gains from appreciation realized through property sales. Mortgage
REITs invest the majority of their assets in real estate mortgages and derive
their income primarily from interest payments. Hybrid REITs combine the
characteristics of both Equity and Mortgage REITs. A shareholder in a Fund
should realize that by investing in REITs indirectly through the Fund, he or she
will bear not only his or her proportionate share of the expenses of the Fund,
but also indirectly, similar expenses of underlying REITs.

A Fund may be subject to certain risks associated with the direct investments of
the REITs. REITs may be affected by changes in the of their underlying
properties and by defaults by borrowers or tenants. Mortgage REITs may be
affected by the quality of the credit extended. Furthermore, REITs are dependent
on specialized management skills. Some REITs may have limited diversification
and may be subject to risks inherent in financing a limited number of
properties. REITs depend generally on their ability to generate cash flow to
make distributions to shareholders or unitholders, and may be subject to
defaults by borrowers and to self-liquidations. In addition, the performance of
a REIT may be affected by its failure to qualify for tax-free pass-through of
income under the Code or its failure to maintain exemption from registration
under the 1940 Act.

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REPURCHASE AGREEMENTS

Repurchase agreements are agreements by which a Fund obtains a security and
simultaneously commits to return the security to the seller (a member bank of
the Federal Reserve System or primary securities dealer as recognized by the
Federal Reserve Bank of New York) at an agreed upon price (including principal
and interest) on an agreed upon date within a number of days (usually not more
than seven) from the date of purchase. The resale price reflects the purchase
price plus an agreed upon market rate of interest which is unrelated to the
coupon rate or maturity of the underlying security. A repurchase agreement
involves the obligation of the seller to pay the agreed upon price, which
obligation is in effect secured by the value of the underlying security.

Repurchase agreements are considered to be loans by a Fund for purposes of its
investment limitations. The repurchase agreements entered into by a Fund will
provide that the underlying security at all times shall have a value at least
equal to 102% of the resale price stated in the agreement (the Adviser monitors
compliance with this requirement). Under all repurchase agreements entered into
by a Fund, the Trust's Custodian or its agent must take possession of the
underlying collateral. However, if the seller defaults, the Fund could realize a
loss on the sale of the underlying security to the extent that the proceeds of
sale, including accrued interest, are less than the resale price provided in the
agreement including interest. In addition, even though the Bankruptcy Code
provides protection for most repurchase agreements, if the seller should be
involved in bankruptcy or insolvency proceedings, a Fund may incur delay and
costs in selling the underlying security or may suffer a loss of principal and
interest if the Fund is treated as an unsecured creditor and is required to
return the underlying security to the seller's estate.

RESTRICTED SECURITIES

Restricted securities are securities that may not be sold freely to the public
absent registration under the Securities Act of 1933, as amended (the "1933
Act"), or an exemption from registration. Section 4(2) commercial paper is
issued in reliance on an exemption from registration under Section 4(2) of the
1933 Act, and is generally sold to institutional investors who purchase for
investment. Any resale of such commercial paper must be in an exempt
transaction, usually to any institutional investor through the issuer or
investment dealers who make a market on such commercial paper. Rule 144A
securities are securities re-sold in reliance on an exemption from registration
provided by Rule 144A under the 1933 Act.

REVERSE REPURCHASE AGREEMENTS

Certain Funds may enter into reverse repurchase agreements. The Funds typically
will invest the proceeds of a reverse repurchase agreement in money market
instruments or repurchase agreements maturing not later than the expiration of
the reverse repurchase agreement. This use of proceeds involves leverage. The
Funds will enter into a reverse repurchase agreement for leveraging purposes
only when the Adviser believes that the interest income to be earned from the
investment of the proceeds or the gain for the security to be obtained by
effecting the

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transaction would be greater than the interest expense of the transaction. The
Funds also may use the proceeds of reverse repurchase agreements to provide
liquidity to meet redemption requests when the sale of the Funds' securities is
considered to be disadvantageous.

RIGHTS

Rights give existing shareholders of a corporation the right, but not the
obligation, to buy shares of the corporation at a given price, usually below the
offering price, during a specified period.

RULE 144A SECURITIES

Rule 144A securities are securities exempt from registration on resale pursuant
to Rule 144A under the 1933 Act. Rule 144A securities are traded in the
institutional market pursuant to this registration exemption, and, as a result,
may not be as liquid as exchange-traded securities since they may only be resold
to certain qualified institutional investors. Due to the relatively limited size
of this institutional market, these securities may affect the Fund's liquidity
to the extent that qualified institutional buyers become, for a time,
uninterested in purchasing such securities. Nevertheless, Rule 144A securities
may be treated as liquid securities pursuant to guidelines adopted by the
Trust's Board of Trustees.

SECURITIES OF FOREIGN ISSUERS

There are certain risks connected with investing in foreign securities. These
include risks of adverse political and economic developments (including possible
governmental seizure or nationalization of assets), the possible imposition of
exchange controls or other governmental restrictions, less uniformity in
accounting and reporting requirements, the possibility that there will be less
information on such securities and their issuers available to the public, the
difficulty of obtaining or enforcing court judgments abroad, restrictions on
foreign investments in other jurisdictions, difficulties in effecting
repatriation of capital invested abroad and difficulties in transaction
settlements and the effect of delay on shareholder equity. Foreign securities
may be subject to foreign taxes, and may be less marketable than comparable U.S.
securities. The value of a Fund's investments denominated in foreign currencies
will depend on the relative strengths of those currencies and the U.S. dollars,
and a Fund may be affected favorably or unfavorably by changes in the exchange
rates or exchange control regulations between foreign currencies and the U.S.
dollar. Changes in foreign currency exchange rates also may affect the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains if any, to be distributed to
shareholders by a Fund. Furthermore, emerging market countries may have less
stable political environments than more developed countries.

SECURITIES LENDING

Each Fund may lend its portfolio securities having a value of up to 30% of its
total assets in order to generate additional income. Such loans may be made to
broker-dealers or other financial institutions whose creditworthiness is
acceptable to the Adviser and subject to certain terms and

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conditions. These loans are required to be secured continuously by collateral,
including cash or other liquid securities, maintained on a current basis (i.e.,
marked to market daily) at an amount at least equal to 100% of the market value
of the securities loaned plus accrued interest. The Funds may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the income earned on the cash to the borrower or placing
broker. Loans are subject to termination at the option of the Funds or the
borrower at any time. Upon such termination, the Funds are entitled to obtain
the return of the securities loaned within five business days.

For the term of the loan, the particular Fund continues to receive the
equivalent of the interest paid by the issuer on the securities loaned, receives
proceeds from the investment of the collateral and continues to retain any
voting rights with respect to the securities. As with other extensions of
credit, there are risks of delay in recovery or even losses of rights in the
securities loaned should the borrower of the securities fail financially.
However, the loans are made only to borrowers deemed by the Adviser to be
creditworthy, and only when, in the judgment of the Adviser, the income which
can be earned currently from such loans justifies the attendant risk.

SHORT SALES

A short sale is "against the box" if at all times during which the short
position is open, the Fund owns at least an equal amount of the securities or
securities convertible into, or exchangeable without further consideration for,
securities of the same issue as the securities that are sold short.

SHORT-TERM OBLIGATIONS

Commercial paper (including variable amount master demand notes), bankers'
acceptances, certificates of deposit, repurchase agreements, obligations issued
or guaranteed by the U.S. Government or its agencies or instrumentalities, and
demand and time deposits of domestic and foreign banks and savings and loan
associations.

SWAPS, CAPS, FLOORS AND COLLARS

In a typical interest rate swap, one party agrees to make regular payments equal
to a floating interest rate times a "notional principal amount," in return for
payments equal to a fixed rate times the same amount, for a specific period of
time. If a swap agreement provides for payment in different currencies, the
parties might agree to exchange the notional principal amount as well. Swaps may
also depend on other prices or rates, such as the value of an index or mortgage
prepayment rates.

In a typical cap or floor agreement, the buyer of an interest rate cap obtains
the right to receive payments to the extent that a specific interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate falls
below an agreed-upon level. An interest rate collar combines elements of buying
a cap and selling a floor. In swap agreements, if a Fund agrees to exchange
payments in dollars for

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payments in foreign currency, the swap agreement would tend to decrease the
Fund's exposure to U.S. interest rates and increase its exposure to foreign
currency and interest rates. Caps and floors have an effect similar to buying or
writing options. Depending on how they are used, swap agreements may increase or
decrease the overall volatility of a Fund's investment and their share price and
yield.

Swap agreements are sophisticated hedging instruments that typically involve a
small investment of cash relative to the magnitude of risk assumed. As a result,
swaps can be highly volatile and have a considerable impact on a Fund's
performance.

Swap agreements are subject to risks related to the counterparty's ability to
perform, and may decline in value if the counterparty's creditworthiness
deteriorates. A Fund may also suffer losses if it is unable to terminate
outstanding swap agreements or reduce its exposure through offsetting
transactions. Any obligation a Fund may have under these types of arrangements
will be covered by setting aside cash or liquid securities in a segregated
account. A Fund will enter into swaps only with counterparties believed to be
creditworthy.

U.S. GOVERNMENT SECURITIES

U.S. Government securities in which the Funds may invest include debt
obligations of varying maturities issued by the U.S. Treasury or issued or
guaranteed by certain agencies or instrumentalities of the U.S. Government,
including GNMA, Fannie Mae, FHLMC, Federal Farm Credit Bank, Farm Credit System
Financial Assistance Corporation, Federal Home Loan Banks, Financing
Corporation, Federal Home Loan Bank, Maritime Administration, Resolution Funding
Corporation, Small Business Administration (SBA loan pools and the guaranteed
portions of single loan sales), Student Loan Marketing Association and
Washington Metropolitan Area Transit Authority. Direct obligations of the U.S.
Treasury include a variety of securities that differ primarily in their interest
rates, maturities and dates of issuance. Because the U.S. Government is not
obligated by law to provide support to an instrumentality that it sponsors, the
Funds will not invest in obligations issued by an instrumentality of the U.S.
Government unless the Adviser determines that the instrumentality's credit risk
makes its securities suitable for investment by the Funds.

U.S. TREASURY OBLIGATIONS

U.S. Treasury Obligations are bills, notes and bonds issued by the U.S.
Treasury, and separately traded interest and principal component parts of such
obligations that are transferable through the Federal book-entry system known as
Separately Traded Registered Interested and Principal Securities ("STRIPS") and
Coupon Under Book Entry Safekeeping ("CUBES").

VARIABLE AND FLOATING RATE INSTRUMENTS

Certain obligations may carry variable or floating rates of interest, and may
involve a conditional or unconditional demand feature. Such instruments bear
interest at rates which are not fixed, but

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which vary with changes in specified market rates or indices. The interest rates
on these securities may be reset daily, weekly, quarterly or some other reset
period, and may have a floor or ceiling on interest rate changes. There is a
risk that the current interest rate on such obligations may not accurately
reflect existing market interest rates. A demand instrument with a demand notice
exceeding seven days may be considered illiquid if there is no secondary market
for such security.

WARRANTS

Warrants are instruments giving holders the right, but not the obligation, to
buy equity or fixed income securities of a company at a given price during a
specified period.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

When-issued or delayed delivery securities are subject to market fluctuations
due to changes in market interest rates and it is possible that the market value
at the time of settlement could be higher or lower than the purchase price if
the general level of interest rates has changed. Although a Fund generally
purchases securities on a when-issued or forward commitment basis with the
intention of actually acquiring securities for its investment portfolio, a Fund
may dispose of a when-issued security or forward commitment prior to settlement
if it deems appropriate.

YANKEE OBLIGATIONS

Yankee Obligations ("Yankees") are U.S. dollar-denominated instruments of
foreign issuers who either register with the SEC or issue under Rule 144A under
the Securities Act of 1933. These obligations consist of debt securities
(including preferred or preference stock of non-governmental issuers),
certificates of deposit, fixed time deposits and bankers' acceptances issued by
foreign banks, and debt obligations of foreign governments or their
subdivisions, agencies and instrumentalities, international agencies and
supranational entities. Some securities issued by foreign governments or their
subdivisions, agencies and instrumentalities may not be backed by the full faith
and credit of the foreign government.

The Yankee obligations selected for a Fund will adhere to the same quality
standards as those utilized or the selection of domestic debt obligations.

YEAR 2000

The Trust depends on the smooth functioning of computer systems in almost every
aspect of its business. Like other mutual funds, businesses and individuals
around the world, the Trust could be adversely affected if the computer systems
used by its service providers do not properly process dates on and after January
1, 2000 and distinguish between the year 2000 and 1900. The Trust has asked its
mission critical service providers whether they expect to have their computer
systems adjusted for the year 2000 transition, and have sought and received
assurances from each

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that its system is expected to accommodate the year 2000 without material
adverse consequences to the Trust. The Trust and its shareholders may experience
losses if these assurances prove to be incorrect or as a result of year 2000
computer difficulties experienced by issuers of portfolio securities or third
parties, such as custodians, banks, broker-dealers or others with which the
Trust does business. Furthermore, many foreign countries are not as prepared as
the U.S. for the year 2000 transition. As a result, computer difficulties in
foreign markets and with foreign institutions may add to the possibility of
losses to the Funds and their shareholders.

Furthermore, many foreign countries are not as prepared as the U.S. for the year
2000 transition. As a result, computer difficulties in foreign markets and with
foreign institutions as a result of the year 2000 may add to the possibility of
losses to the Funds' shareholders.

ZERO COUPON SECURITIES

STRIPS and Receipts (TRs, TIGRs, LYONS 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 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 that are non-zero coupon securities
with similar maturity and credit qualities. The Fund may have to dispose of its
portfolio securities under disadvantageous circumstances to generate cash, or
may have to leverage itself by borrowing cash to satisfy income distribution
requirements. A Fund accrues income with respect to the securities prior to the
receipt of cash payments. Pay-in-kind securities are securities that have
interest payable by delivery of additional securities. Deferred payment
securities are securities that remain zero coupon securities until a
predetermined date, at which time the stated coupon rate becomes effective and
interest becomes payable at regular intervals.

CORPORATE ZERO COUPON SECURITIES - Corporate zero coupon securities are: (i)
notes or debentures which do not pay current interest and are issued at
substantial discounts from par value, or (ii) notes or debentures that pay no
current interest until a stated date one or more years into the future, after
which date the issuer is obligated to pay interest until maturity, usually at a
higher rate than if interest were payable from the date of issuance, and may
also make interest payments in kind (E.G., with identical zero coupon
securities). Such corporate zero coupon securities, in addition to the risks
identified above, are subject to the risk of the issuer's failure to pay
interest and repay principal in accordance with the terms of the obligation.

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INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations (and those set forth in the Prospectus) are
fundamental policies of each Fund which cannot be changed with respect to a Fund
without the consent of the holders of a majority of that Fund's outstanding
shares. The term "majority of the outstanding shares" means the vote of (i) 67%
or more of a Fund's shares present at a meeting, if more than 50% of the
outstanding shares of a Fund are present or represented by proxy, or (ii) more
than 50% of a Fund's outstanding shares, whichever is less.

No Fund may:

1. (i) purchase securities of any issuer (except securities issued or
guaranteed by the United States Government, its agencies or
instrumentalities and repurchase agreements involving such securities) if,
as a result, more than 5% of the total assets of the Fund would be invested
in the securities of such an issuer; or (ii) acquire more than 10% of the
outstanding voting securities of any one issuer. This restriction applies
to 75% of the Fund's total assets.

2. The Fund may not purchase any securities which would cause 25% or more of
the total assets of such Fund to be invested in the securities of one or
more issuers conducting their principal business activities in the same
industry. This limitation does not apply to obligations issued or
guaranteed by the U.S. Government or its agencies and instrumentalities and
repurchase agreements involving such securities.

3. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for purposes of this limitation, investment
strategies which either obligate fund to purchase securities or require a
Fund to segregate assets are not considered to be borrowings. Asset
coverage of a least 300% is required for all borrowings, except where a
Fund has borrowed money for temporary purposes in amounts not exceeding 5%
of its total assets. A Fund will not purchase securities while its
borrowings exceed 5% of its total assets.

4. Make loans if, as a result, more than 33 1/3% of its total assets would be
lent to other parties, except that each Fund may (i) purchase or hold debt
instruments in accordance with its investment objective and policies; (ii)
enter into repurchase agreements; and (iii) lend its securities.

5. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each Fund may purchase (i) marketable securities
issued by companies which own or invest in real estate (including real
estate investment trusts), commodities, or commodities contracts; and (ii)
commodities contracts relating to financial instruments, such as financial
futures contracts and options on such contracts.

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6. Issue senior securities (as defined in the 1940 Act) except as permitted by
rule, regulation or order of the Securities and Exchange Commission (the
"SEC").

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

8. Invest in interests in oil, gas, or other mineral exploration or
development programs and oil, gas or mineral leases.

The foregoing percentages (except with respect to the limitation on borrowing)
will apply at the time of the purchase of a security and shall not be considered
violated unless an excess or deficiency occurs immediately after or as a result
of a purchase of such security.

NON-FUNDAMENTAL POLICIES

The following investment limitations are non-fundamental policies of each Fund
and may be changed with respect to a Fund by the Board of Trustees.

No Fund may:

1. Pledge, mortgage or hypothecate assets except to secure borrowings
permitted by the Fund's fundamental limitation on borrowing.

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

3. Purchase securities on margin or effect short sales, except that each Fund
may (i) obtain short-term credits as necessary for the clearance of
security transactions; (ii) provide initial and variation margin payments
in connection with transactions involving futures contracts and options on
such contracts; and (iii) make short sales "against the box" or in
compliance with the SEC's position regarding the asset segregation
requirements imposed by Section 18 of the 1940 Act.

4. Invest its assets in securities of any investment company, except as
permitted by the 1940 Act.

5. Purchase or hold illiquid securities, i.e., securities that cannot be
disposed of for their approximate carrying value in seven days or less
(which term includes repurchase agreements and time deposits maturing in
more than seven days) if, in the aggregate, more than 15% of its net assets
would be invested in illiquid securities.

S-26

<PAGE>

GLOBAL FINANCIAL SERVICES FUND

The Global Financial Services Fund may invest in companies that are involved in
the financial sector, including commercial and investment banks, savings and
loan associations, consumer and industrial finance companies, securities
brokerage companies, real estate-related companies, leasing companies, and a
variety of firms in all segments of the insurance industry such as multi-line,
property and casualty, and life insurance.

SEC regulations provide that the Fund may not invest more than 5% of its total
assets in the securities of any one company that derives more than 15% of its
revenues from brokerage or investment management activities. These companies, as
well as those deriving more than 15% of profits from brokerage and investment
management activities, will be considered to be "principally engaged" in this
Fund's business activity. Rule 12d3-1 under the 1940 Act, allows investment
portfolios such as this Fund, to invest in companies engaged in
securities-related activities subject to certain conditions. Purchases of
securities of a company that derived 15% or less of gross revenues during its
most recent fiscal year from securities-related activities (i.e., broker/dealer,
underwriting, or investment advisory activities) are subject only to the same
percentage limitations as would apply to any other security the Fund may
purchase. The Fund may purchase securities of an issuer that derived more than
15% of it gross revenues in its most recent fiscal year from securities-related
activities, subject to the following conditions:

a. the purchase cannot cause more than 5% of the Fund's total assets to be
invested in securities of that issuer;

b. for any equity security, the purchase cannot result in the Fund owing more
than 5% of the issuer's outstanding securities in that class;

c. for a debt security, the purchase cannot result in the fund owing more than
10% of the outstanding principal amount of the issuer's debt securities.

In applying the gross revenue test, an issuer's own securities-related
activities must be combined with its ratable share of securities-related
revenues from enterprises in which it owns a 20% or greater voting or equity
interest. All of the above percentage limitations, as well as the issuer's gross
revenue test, are applicable at the time of purchase. With respect to warrants,
rights, and convertible securities, a determination of compliance with the above
limitations shall be made as though such warrant, right, or conversion privilege
had been exercised. The Fund will not be required to divest its holding of a
particular issuer when circumstances subsequent to the purchase cause one of the
above conditions to not be met. The purchase of a general partnership interest
in a securities-related business is prohibited.

S-27

<PAGE>

THE ADVISER

The Trust and Turner Investment Partners, Inc. (the "Adviser"), have entered
into an advisory agreement (the "Advisory Agreement"). Turner Investment
Partners, Inc., 1235 Westlakes Drive, Suite 350, Berwyn, Pennsylvania 19312, is
a professional investment management firm founded in March, 1990. Robert E.
Turner is the Chairman and controlling shareholder of the Adviser. As of
December 31, 1999, the Adviser had discretionary management authority with
respect to approximately $--- billion of assets. [Under the Advisory Agreement,
the Adviser makes the investment decisions for the assets of each Fund and
continuously reviews, supervises and administers each Fund's investment program,
subject to the supervision of, and policies established by, the Trustees of the
Trust. The Adviser makes recommendations to the Trustees with respect to the
appropriate allocation of assets to each of the Target Select Fund's
Sub-Advisers, and directly manages assets of the Fund not allocated to the
Sub-Advisers.] The Advisory Agreement provides that the Adviser shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in carrying out its duties, but
shall not be protected against any liability to the Trust or its shareholders by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard of its obligations or
duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, the ratio of
expenses of the Funds (including amounts payable to the Adviser but excluding
interest, taxes, brokerage, litigation, and other extraordinary expenses)
exceeds established limitations, the Adviser will bear the amount of such
excess. The Adviser will not be required to bear expenses of the Funds to an
extent which would result in the Fund's inability to qualify as a regulated
investment company under provisions of the Code.

The continuance of the Advisory Agreement as to the Funds after the first two
years must be specifically approved at least annually (i) by the vote of the
Trustees or by a vote of the shareholders of the Funds, and (ii) by the vote of
a majority of the Trustees who are not parties to the Advisory Agreement or
"interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on such approval. The Advisory Agreement will
terminate automatically in the event of its assignment, and is terminable at any
time without penalty by the Trustees of the Trust or, with respect to the Funds,
by a majority of the outstanding shares of the Funds, on not less than 30 days'
nor more than 60 days' written notice to the Adviser, or by the Adviser on 90
days' written notice to the Trust.

The Adviser's investment advisory fee may be adjusted based on each Fund's total
return performance as compared to specific benchmarks. Under the schedule set
forth below, the Adviser's base advisory fee for a Fund may be increased by 35%
if the Fund outperforms its stated benchmark by 2.25% (___% in the case of the
Strategic Fixed Income Fund).

The Funds will pay the Adviser its base fee on a monthly basis. Commencing on
[DECEMBER 31, 2000], the Adviser's fee will be paid by including an increase or
decrease in the basic fee each based on each Fund's performance.

S-28

<PAGE>

For purposes of the performance adjustments, the investment performance of a
Fund for any period is expressed as a percentage of the Fund's net asset value
per share at the beginning of the period. This percentage is equal to the sum of
(i) the change in the Fund's net asset value per share during the period; (ii)
the value of the Fund's cash distributions per share having an ex-dividend date
occurring within the period; and (iii) the per share amount of capital gains
taxes paid or accrued during the period by the Fund for undistributed realized
long-term capital gains. The investment record for a specific index is expressed
as a percentage of the starting level of that index at the beginning of the
period, as modified by the change in the level of the index during the period
and by the value computed consistently with the index, of cash distributions
having an ex-dividend date occurring within the period made by issuers whose
securities are included in the index.

The Adviser pays the Sub-Advisers out of the advisory fees it receives from each
Fund.

- -------------------------------------------------------------------------------
Advisory Fee
-----------------------------------
Fund Name Low Base High
- -------------------------------------------------------------------------------
Select Large Cap Growth 0.195% 0.30% 0.405%
- -------------------------------------------------------------------------------
Select Large Cap Value 0.195% 0.30% 0.405%
- -------------------------------------------------------------------------------
Select Premier Core Equity 0.195% 0.30% 0.405%
- -------------------------------------------------------------------------------
Select Small Cap Growth 0.195% 0.30% 0.405%
- -------------------------------------------------------------------------------
Select Small Cap Value 0.195% 0.30% 0.405%
- -------------------------------------------------------------------------------
Select International Core 0.195% 0.30% 0.405%
- -------------------------------------------------------------------------------
Select International Small Cap 0.195% 0.30% 0.405%
- -------------------------------------------------------------------------------
Select Premier Global Equity 0.195% 0.30% 0.405%
- -------------------------------------------------------------------------------
Select Global Financial Services 0.195% 0.30% 0.405%
- -------------------------------------------------------------------------------
Select Global Technology 0.195% 0.30% 0.405%
- -------------------------------------------------------------------------------
Strategic Fixed Income 0.130% 0.20% 0.270%
- -------------------------------------------------------------------------------
Select Balanced Income & Growth 0.225% 0.30% 0.375%
- -------------------------------------------------------------------------------
Select Balanced Growth & Income 0.225% 0.30% 0.375%
- -------------------------------------------------------------------------------
Select Balanced Capital Appreciation 0.225% 0.30% 0.375%
- -------------------------------------------------------------------------------

SPECIAL CONSIDERATIONS REGARDING THE MULTI-ADVISER APPROACH

The Adviser oversees the portfolio management services provided to each Fund by
each of its Sub-Advisers. Subject to the review of the Trust's Board of
Trustees, the Adviser monitors each Sub-Adviser to assure that the Sub-Adviser
is managing its segment of each Fund consistently with that Fund's investment
objective and restrictions and applicable laws and guidelines,

S-29

<PAGE>

including, but not limited to, compliance with the diversification requirements
set forth in Subchapter M of the Code. The Adviser also provides each Fund with
certain administrative services, including maintenance of certain Fund records
and assistance in the preparation of the Fund's registration statement under
federal and state laws. Because each Sub-Adviser will be managing its segment of
its Fund independently from the other Sub-Advisers, the same security may be
held in two different segments of a Fund, or may be acquired for one segment of
the Fund at a time when the Sub-Adviser of another segment deems it appropriate
to dispose of the security from that other segment. Similarly, under some market
conditions, the Adviser or one or more of the Sub-Advisers may believe that
temporary, defensive investments in short-term instruments or cash are
appropriate when the Adviser or another Sub-Adviser believes continued exposure
to the equity markets is appropriate for their segments of a Fund. Because the
Adviser and each Sub-Adviser directs the trading for its own segment of a Fund,
and does not aggregate its transactions with those of the Adviser or the other
Sub-Advisers, the Fund may incur higher brokerage costs than would be the case
if a single Adviser were managing the entire Fund.

On a daily basis, capital activity will be allocated equally by the Adviser
among the segments of each Fund. However, the Adviser may, subject to review by
the Trusts's Board of Trustees, allocate new investment capital differently
among the Sub-Advisers. This action may be necessary, if, for example, the
Adviser or a Sub-Adviser determines that it desires no additional investment
capital. Also, because each segment of the portfolio will perform differently
from the other segments depending upon the investments it holds and changing
market conditions, one segment may be larger or smaller at various times than
the other segments. Although it reserves the right to do so, subject to the
review of the Trust's Board of Trustees, the Adviser does not intend to
reallocate a Fund's assets among the segments to reduce these differences in
size.

MANAGER OF MANAGERS OPTION

The Trust may, in the future, seek to achieve its investment objective by using
a "manager of managers" structure. Under a manager of managers structure, Turner
Investment Partners, Inc. would act as investment adviser in much the same way
as is currently contemplated. However, as manager of managers, the Adviser would
be permitted, subject to direction from and oversight by the Board of Trustees,
to allocate and reallocate each Fund's assets among sub-advisers, and to
recommend that the Board of Trustees hire, terminate or replace sub-advisers
without shareholder approval. By reducing the number of shareholder meetings
that may have to be held to approve new or additional sub-advisers for the
Funds, the Funds anticipate that there will be substantial potential cost
savings, as well as the opportunity to achieve certain management efficiencies.

Before it can operate using a manager of managers structure, the Trust and the
Adviser will have to obtain exemptive relief from the SEC to permit such an
arrangement. The Trust has requested this relief from the SEC. There is no
assurance that such an order will be granted by the SEC. The initial shareholder
of the Funds voted to vest authority to implement a manager of managers
structure with the Trustees, and such a structure may be adopted without
shareholder approval. However, shareholders of the Funds will be given at least
30 days' prior written notice of any

S-30

<PAGE>

such change, and any such change would only be made if the Trustees determine
that it would be in the best interests of each Fund and its shareholders. In
making that determination, the Trustees will consider, among other factors, the
benefits to shareholders and/or the opportunity to reduce costs and achieve
operational efficiencies.

THE SUB-ADVISERS

Each Sub-Adviser sub-advisory fee may be adjusted based on each Fund's total
return performance as compared to specific benchmarks. Under the schedule set
forth below, a Sub-Adviser's base advisory fee for a Fund may be increased by
35% if the Fund outperforms its stated benchmark by 2.00% (___% in the case of
the Strategic Fixed Income Fund).

The Adviser will pay each Sub-Adviser its base fee on a monthly basis.
Commencing on [DECEMBER 31, 2000], each Sub-Adviser fee will be paid by
including an increase or decrease in the basic fee each based on the performance
of that Sub-Adviser's portion of a Fund's assets.

- ------------------------------------------------------------------------------
Sub-Advisory Fee
- ------------------------------------------------------------------------------
Fund Name Low Base High
- ------------------------------------------------------------------------------
Select Large Cap Growth 0.338% 0.450% 0.563%
- ------------------------------------------------------------------------------
Select Large Cap Value 0.338% 0.450% 0.563%
- ------------------------------------------------------------------------------
Select Premier Core Equity 0.338% 0.450% 0.563%
- ------------------------------------------------------------------------------
Select Small Cap Growth 0.450% 0.600% 0.750%
- ------------------------------------------------------------------------------
Select Small Cap Value 0.450% 0.600% 0.750%
- ------------------------------------------------------------------------------
Select International Core 0.450% 0.600% 0.750%
- ------------------------------------------------------------------------------
Select International Small Cap 0.563% 0.750% 0.938%
- ------------------------------------------------------------------------------
Select Premier Global Equity 0.525% 0.700% 0.875%
- ------------------------------------------------------------------------------

S-31

<PAGE>

- ------------------------------------------------------------------------------
Sub-Advisory Fee
- ------------------------------------------------------------------------------
Fund Name Low Base High
- ------------------------------------------------------------------------------
Select Global Financial Services 0.525% 0.700% 0.875%
- ------------------------------------------------------------------------------
Select Global Technology 0.525% 0.700% 0.875%
- ------------------------------------------------------------------------------
Strategic Fixed Income 0.188% 0.250% 0.313%
- ------------------------------------------------------------------------------
Select Balanced Income & Growth 0.450% 0.600% 0.750%
- ------------------------------------------------------------------------------
Select Balanced Growth & Income 0.450% 0.600% 0.750%
- ------------------------------------------------------------------------------
Selected Balanced Capital Appreciation 0.450% 0.600% 0.750%
- ------------------------------------------------------------------------------

THE ADMINISTRATOR

The Trust and SEI Investments Fund Resources (the "Administrator") have entered
into an administration agreement (the "Administration Agreement"). The
Administration Agreement provides that the Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which the Administration Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Administrator in the performance of its duties or from
reckless disregard by it of its duties and obligations thereunder. The
Administration Agreement shall remain in effect for a period of three (3) years
after the effective date of the agreement and shall continue in effect for
successive periods of three (3) years unless terminated by either party on not
less than 90 days' prior written notice to the other party.

The Administrator, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interest in the Administrator. SEI Investments and its
subsidiaries and affiliates, including the Administrator, are leading providers
of funds evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors and
money managers. The Administrator and its affiliates also serve as administrator
or sub-administrator to the following other mutual funds: The Achievement Funds
Trust, The Advisors' Inner Circle Fund, Amerindo Funds, Inc., The Arbor Fund,
ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784 Funds(Registered), CNI
Charter Funds, CUFUND, The Expedition Funds, First American Funds, Inc., First
American Investment Funds, Inc., First American Strategy Funds, Inc., HighMark
Funds, Huntington Funds, The Nevis Fund, Inc., Oak Associates Funds, The
Parkstone Advantage Fund, The PBHG Funds, Inc., PBHG Insurance Series Fund,
Inc., The Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI
Index Funds, SEI

S-32

<PAGE>

Institutional International Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI
Classic Funds, STI Classic Variable Trust, TIP Funds, and UAM Funds, Inc. II.

THE DISTRIBUTOR

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary
of SEI Investments, and the Trust are parties to a distribution agreement (the
"Distribution Agreement") with respect to shares of the Funds. The Distributor
receives no compensation for distribution of shares of the Funds.

The Distribution Agreement shall remain in effect for a period of two years
after the effective date of the agreement and is renewable annually. The
Distribution Agreement may be terminated by the Distributor, by a majority vote
of the Trustees who are not interested persons and have no financial interest in
the Distribution Agreement or by a majority vote of the outstanding securities
of the Trust upon not more than 60 days' written notice by either party or upon
assignment by the Distributor.

The Trust has adopted distribution plans pursuant to Rule 12b-1 under the 1940
Act. The Trust has adopted a shareholder servicing plan for its Class C Shares.

The distribution plan for Class C shares provides for payments to the
Distributor at an annual rate of .75% of each Fund's average daily net assets.
These payments are characterized as "Compensation," and are not directly tied to
expenses incurred by the Distributor; the payments the Distributor receives
during any year may, therefore, be higher or lower than its actual expenses.
These payments may be used to compensate the Distributor for its services in
connection with distribution assistance or provision of shareholder services,
and some or all of it may be used to pay financial institutions and
intermediaries such as banks, savings and loan associations, insurance
companies, and investment counselors, broker-dealers and the Distributor's
affiliates and subsidiaries for services or reimbursement of expenses incurred
in connection with distribution assistance or provision of shareholder services.
If the Distributor's expenses are less than its fee under a plan, the Trust will
still pay the full fee and the Distributor will realize a profit, but the Trust
will not be obligated to pay in excess of the full fee, even if the
Distributor's actual expenses are higher.

Under the shareholder service plans applicable to Class A and Class C, the
Distributor may provide those services itself, or may enter into arrangements
under which third parties provide such services and are compensated by the
Distributor. Under such arrangements, the Distributor may retain as profit any
difference between the fee it receives and the amount it pays such third
parties. In addition, the Funds may pay the Distributor a fee at a negotiated
rate of up to .25% annually of the average daily net assets of such Fund
attributable to Class A or Class C shares that are subject to the arrangement in
return for provision of a broad range of shareholder and administrative
services, including: maintaining client accounts; arranging for bank wires;
responding to client inquiries concerning services provided for investments;
changing dividend

S-33

<PAGE>

options; account designations and addresses; providing sub-accounting; providing
information on share positions to clients; forwarding shareholder communications
to clients; processing purchase, exchange and redemption orders; and processing
dividend payments.

TRUSTEES AND OFFICERS OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under the
laws of the State of Delaware. The Trustees have approved contracts under which,
as described above, certain companies provide essential management services to
the Trust. The Trustees and executive officers of the Trust and their principal
occupations for the last five years are set forth below. Each may have held
other positions with the named companies during that period. The Trust pays the
fees for unaffiliated Trustees.

The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund,
ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784 Funds(Registered), CNI
Charter Funds, CUFUND, The Expedition Funds, First American Funds, Inc., First
American Investment Funds, Inc., First American Strategy Funds, Inc., HighMark
Funds, Huntington Funds, The Nevis Fund, Inc., Oak Associates Funds, The
Parkstone Advantage Fund, The Parkstone Group of Funds, The PBHG Funds, Inc.,
PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust,
SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust,
SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust
and TIP Funds, each of which is an open-end management investment company
managed by SEI Investments Mutual Funds Services or its affiliates and
distributed by SEI Investments Distribution Co.

ROBERT E. TURNER (DOB 11/26/56) - Trustee* - Chairman and Chief Investment
Officer of Turner Investment Partners, Inc. (the Adviser) since 1990.

ALFRED C. SALVATO (DOB 01/09/58) - Trustee** - Treasurer, Thomas Jefferson
University, since 1995, and Assistant Treasurer, 1988-1995.

RONALD FILANTE (DOB 11/19/45) - Trustee** - Associate Professor of Finance, Pace
University, since 1987.

KATHERINE GRISWOLD (DOB 10/28/56) - Trustee** - Director of Benefits Trusts,
Southern New England Telephone Company since 1993.

STEPHEN J. KNEELEY (DOB 02/09/63) - Vice President and Assistant Secretary -
Chief Operating Officer of Turner Investment Partners, Inc., since 1990.

S-34

<PAGE>

JANET RADER ROTE (DOB 08/24/60) - Vice President and Assistant Secretary -
Director of Compliance of Turner Investment Partners, Inc., since 1992.

CYNTHIA KUNZE (DOB 12/15/56) - Vice President and Assistant Secretary -
Administrator of Solon Asset Management, L.P., since 1996. Post Production and
Assistant to the Producer, Twentieth Century Fox, 1989-1995.

TODD B. CIPPERMAN (DOB 02/14/66) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of SEI Investments, the Administrator and
Distributor since 1995.

KEVIN P. ROBINS (DOB 04/15/61) - Vice President and Assistant Secretary - Senior
Vice President and General Counsel of SEI Investments, the Administrator and the
Distributor since 1994.

LYDIA A. GAVALIS (DOB 06/05/64) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of SEI Investments, the Administrator and the
Distributor since 1998. Assistant General Counsel and Director of Arbitration,
Philadelphia Stock Exchange from 1989-1998.

LYNDA J. STRIEGEL (DOB 10/30/48) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of SEI Investments, the Administrator and the
Distributor since 1998. Senior Asset Management Counsel, Barnett Banks, Inc.,
from 1997-1998. Partner, Groom and Nordberg, Charted, 1996-1997. Associate
General Counsel, Riggs Bank, N.A., 1991-1995.

KATHY HEILIG (DOB 12/21/58) - Vice President and Assistant Secretary - Treasurer
of SEI Investments since 1997; Vice President of SEI Investments since 1991.
Vice President and Treasurer of the Administrator since 1997. Assistant
Controller of SEI Investments and Vice President of the Distributor since 1995.

ROBERT DELLACROCE (DOB 12/17/63) - Controller and Chief Accounting Officer -
Director, Funds Administration and Accounting - Director, Funds Administration
and Accounting of SEI since 1994.

JAMES W. JENNINGS (DOB 01/15/37) - Secretary - 1701 Market Street, Philadelphia,
PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust,
the Adviser, the Administrator and Distributor.

JOHN H. GRADY, JR. (DOB 06/01/61) - Assistant Secretary - 1701 Market Street,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, the Adviser, the Administrator and the Distributor.

S-35

<PAGE>

EDWARD B. BAER (DOB 09/27/68) - Assistant Secretary - 1701 Market Street,
Philadelphia, PA 19103. Associate, Morgan, Lewis & Bockius LLP (law firm),
counsel to the Trust, the Adviser, the Administrator and the Distributor, since
1995.

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

The following table exhibits Trustee compensation for the fiscal year ended
September 30, 1999.

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

Name of Person, Aggregate Estimated Total Compensation
Position Compensation From Pension or Annual From Registrant
Registrant for the Retirement Benefits Benefits and Fund Complex
Fiscal Year Ended Accrued as Part of Upon Paid to Trustees for
September 30, 1999 Fund Expenses Retirement the Fiscal Year Ended
September 30, 1999
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert Turner* $ 0 N/A N/A $0 for service on
two Boards
- ----------------------------------------------------------------------------------------------------------
Ronald Filante** $_____ N/A N/A $_____ for service
on one Board
- ----------------------------------------------------------------------------------------------------------
Katherine Griswold** $_____ N/A N/A $_____ for service
on one Board
- ----------------------------------------------------------------------------------------------------------
Alfred Salvato** $______ N/A N/A $_____ for service
on two Boards
- ----------------------------------------------------------------------------------------------------------
</TABLE>

* Mr. Turner is a Trustee who may be deemed to be "interested persons" of the
Trust as the term is defined in the 1940 Act. The Trust pays fees only to
the Trustees who are not interested persons of the trust. Compensation of
Officers and interested persons of the Trust is paid by the adviser or the
administrator.

** Member of the Audit Committee.

The Trustees and Officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays fees only to the non-interested Trustees of
the Trust. Compensation of Officers and interested Trustees of the Trust is paid
by the Adviser or the Administrator.

COMPUTATION OF YIELD AND TOTAL RETURN

From time to time the Trust may advertise yield and total return of the Funds.
These figures will be based on historical earnings and are not intended to
indicate future performance. No representation can be made concerning actual
future yields or returns. The yield 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 30-day period is generated in each period over one year and is shown as a
percentage of the investment. In particular, yield will be calculated according
to the following formula:

S-36

<PAGE>

Yield = 2[((a-b)/cd + 1)(6) - 1] where a = dividends and interest earned during
the period; b = expenses accrued for the period (net of reimbursement); c = the
current daily number of shares outstanding during the period that were entitled
to receive dividends; and d = the maximum offering price per share on the last
day of the period.

The total return of a Fund refers to the average compounded rate of return to a
hypothetical investment for designated time periods (including but not limited
to, the period from which the Fund commenced operations through the specified
date), assuming that the entire investment is redeemed at the end of each
period. In particular, total return will be calculated according to the
following formula: P (1 + T)(n) = ERV, where P = a hypothetical initial payment
of $1,000; T = average annual total return; n = number of years; and ERV =
ending redeemable value, as of the end of the designated time period, of a
hypothetical $1,000 payment made at the beginning of the designated time period.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions may be made through DST, 330 West 9th Street, Kansas
City, Missouri 64105, (the "Transfer Agent") on days when the New York Stock
Exchange is open for business. Currently, the weekdays on which the Fund is
closed for business are: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Shares of each Fund are offered on a
continuous basis.

It is currently the Trust's policy to pay all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by a Fund in lieu
of cash. Shareholders may incur brokerage charges on the sale of any such
securities so received in payment of redemptions.

The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or valuation of a Fund's securities is not reasonably practicable, or
for such other periods as the SEC has by order permitted. The Trust also
reserves the right to suspend sales of shares of any Fund for any period during
which the New York Stock Exchange, the Adviser, the Administrator, the Transfer
Agent and/or the Custodian are not open for business.

DETERMINATION OF NET ASSET VALUE

The securities of each Fund are valued by the Administrator. The Administrator
may use an independent pricing service to obtain valuations of securities. The
pricing service relies primarily on prices of actual market transactions as well
as on trade quotations obtained from third parties. The procedures of the
pricing service and its valuations are reviewed by the officers of the Trust
under the general supervision of the Trustees.

S-37

<PAGE>

Corporate debt securities and mortgage-related securities held by the Funds are
valued on the basis of valuations provided by dealers in those instruments or by
an independent pricing service, approved by the Board of Trustees. Any such
pricing service, in determining value, will use information with respect to
transactions in the securities being valued, quotations from dealers, market
transactions in comparable securities, analyses and evaluations of various
relationships between securities and yield to maturity information.

An option that is written by the Funds is generally valued at the last sale
price or, in the absence of the last sale price, the last offer price. An option
that is purchased by the Funds is generally valued at the last bid price. The
value of a futures contract equals the unrealized gain or loss on the contract
that is determined by marking the contract to the current settlement price for a
like contract on the valuation date of the futures contract. When a settlement
price cannot be used, futures contracts will be valued at their fair market
value as determined by or under the direction of the Trust's Board of Trustees.

If any securities held by the Funds are restricted as to resale or do not have
readily available market quotations, the Adviser determines their fair value for
purposes of determining market-based value, following procedures approved by the
Board of Trustees. The Trustees periodically review such procedures. The fair
value of such securities is generally determined as the amount which the Funds
could reasonably expect to realize from an orderly disposition of such
securities over a reasonable period of time. The valuation procedures applied in
any specific instance are likely to vary from case to case. However,
consideration is generally given to the financial position of the issuer and
other fundamental analytical data relating to the investment and to the nature
of the restrictions on disposition of the securities (including any registration
expenses that might be borne by the Funds in connection with disposition). In
addition, specific factors are also generally considered, such as the cost of
the investment, the market value of any unrestricted securities of the same
class (both at the time of purchase and at the time of valuation), the size of
the holding, the prices of any recent transactions or offers with respect to
such securities and any available analysts' reports regarding the issuer.

Some Funds may hold portfolio securities that are listed on foreign exchanges.
These securities may trade on weekends or other days when the Funds do not
calculate NAV. As a result, the value of these investments may change on days
when you cannot purchase or sell Fund shares.

Securities with remaining maturities of 60 days or less will be valued by the
amortized cost method, which involves valuing a security at its cost on the date
of purchase and thereafter (absent unusual circumstances) assuming a constant
amortization of maturity of any discount or premium, regardless of the impact of
fluctuations in general market rates of interest on the value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by this method, is higher or lower than the
price the Trust would receive if it sold the instrument.

All other assets of the Funds are valued in such manner as the Board of Trustees
in good faith deems appropriate to reflect their fair value.

S-38

<PAGE>

TAXES

The following is only a summary of certain tax considerations generally
affecting the Funds and their shareholders, and is not intended as a substitute
for careful tax planning. Shareholders are urged to consult their tax advisors
with specific reference to their own tax situations, including their state and
local tax liabilities.

FEDERAL INCOME TAX

The following is only a summary of certain additional federal tax considerations
generally affecting the Funds and their shareholders that are not discussed in
the Funds' Prospectus. No attempt is made to present a detailed explanation of
the federal, state or local tax treatment of the Funds or their shareholders and
the discussion here and in the Funds' Prospectus is not intended as a substitute
for careful tax planning.

The discussion of federal income tax consequences is based on the Internal
Revenue Code of 1986 and the regulations issued thereunder as in effect on the
date of this Statement of Additional Information. New legislation, as well as
administrative changes or court decisions, may significantly change the
conclusions expressed herein, and may have a retroactive effect with respect to
the transactions contemplated herein.

Each Fund intends to qualify as a "regulated investment company" ("RIC") as
defined under Subchapter M of the Code. By following such a policy, each Fund
expects to eliminate or reduce to a nominal amount the federal taxes to which it
may be subject.

In order to qualify for treatment as a RIC under the Code, each Fund must
distribute annually to its shareholders at least the sum of 90% of its net
interest income excludable from gross income plus 90% of its investment company
taxable income (generally, net investment income plus net short-term capital
gain) ("Distribution Requirement") and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of
the Fund's gross income each taxable year must be derived from dividends,
interest, payments with respect to securities loans, gains from the sale or
other disposition of stock or securities, or certain other income (including
gains from options, futures or forward contracts); (ii) at the close of each
quarter of the Fund's taxable year, at least 50% of the value of its total
assets must be represented by cash and cash items, U.S. Government securities,
securities of other RICs and other securities, with such other securities
limited, in respect to any one issuer, to an amount that does not exceed 5% of
the value of the Fund's assets and that does not represent more than 10% of the
outstanding voting securities of such issuer; and (iii) at the close of each
quarter of the Fund's taxable year, not more than 25% of the value of its assets
may be invested in securities (other than U.S. Government securities or the
securities of other RICs) of any one issuer, or of two or more issuers which are
engaged in the same, similar or related trades or business if the Fund owns at
least 20% of the voting power of such issuer.

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<PAGE>

Notwithstanding the Distribution Requirement described above, which requires
only that the Fund distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss),
each Fund will be subject to a nondeductible 4% federal excise tax to the extent
it fails to distribute by the end of any calendar year 98% of its ordinary
income for that year and 98% of its capital gain net income (the excess of
short- and long-term capital gains over short-and long-term capital losses) for
the one-year period ending on October 31 of that year, plus certain other
amounts.

Each Fund intends to make sufficient distributions to avoid liability for the
federal excise tax. A Fund may in certain circumstances be required to liquidate
Fund investments in order to make sufficient distributions to avoid federal
excise tax liability at a time when the investment advisor might not otherwise
have chosen to do so, and liquidation of investments in such circumstances may
affect the ability of a Fund to satisfy the requirements for qualification as a
RIC.

Any gain or loss recognized on a sale, exchange or redemption of shares of a
Fund by a shareholder who is not a dealer in securities will generally, for
individual shareholders, be treated as a long-term capital gain or loss if the
shares have been held for more than twelve months, and otherwise will be treated
as short-term capital gain or loss. However, if shares on which a shareholder
has received a net capital gain distribution are subsequently sold, exchanged or
redeemed and such shares have been held for six months or less, any loss
recognized will be treated as a long-term capital loss to the extent of the net
capital gain distribution. Long-term capital gains are currently taxed at a
maximum rate of 20% and short-term capital gains are currently taxed at ordinary
income tax rates.

In certain cases, a Fund will be required to withhold, and remit to the United
States Treasury, 31% of any distributions paid to a shareholder who (1) has
failed to provide a correct taxpayer identification number, (2) is subject to
backup withholding by the Internal Revenue Service, or (3) has not certified to
that Fund that such shareholder is not subject to backup withholding.

If any Fund fails to qualify as a RIC for any taxable year, it will be taxable
at regular corporate rates. In such an event, all distributions (including
capital gains distributions) will be taxable as ordinary dividends to the extent
of the Fund's current and accumulated earnings and profits, and such
distributions will generally be eligible for the corporate dividends-received
deduction.

Funds may, in certain circumstances involving tax-free reorganizations, accept
securities that are appropriate investments as payment for Fund shares (an
"In-Kind Purchase"). An In-Kind Purchase may result in adverse tax consequences
under certain circumstances to either the investors transferring securities for
shares (an "In-Kind Investors") or to investors who acquire shares of the Fund
after a transfer ("new shareholders"). As a result of an In-Kind Purchase, the
Funds may acquire securities that have appreciated in value or depreciated in
value from the date they were acquired. If appreciated securities were to be
sold after an In-Kind Purchase, the amount of the gain would be taxable to new
shareholders as well as to In-Kind Investors. The effect of this for new
shareholders would be to tax them on a distribution that represents a return

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<PAGE>

of the purchase price of their shares rather than an increase in the value of
their investment. The effect on In-Kind Investors would be to reduce their
potential liability for tax on capital gains by spreading it over a larger asset
base. The opposite may occur if the Funds acquire securities having an
unrealized capital loss. In that case, In-Kind Investors will be unable to
utilize the loss to offset gains, but, because an In-Kind Purchase will not
result in any gains, the inability of In-Kind Investors to utilize unrealized
losses will have no immediate tax effect. For new shareholders, to the extent
that unrealized losses are realized by the Funds, new shareholders may benefit
by any reduction in net tax liability attributable to the losses. The Adviser
cannot predict whether securities acquired in any In-Kind Purchase will have
unrealized gains or losses on the date of the In-Kind Purchase. Consistent with
its duties as investment adviser, the Adviser will, however, take tax
consequences to investors into account when making decisions to sell portfolio
assets, including the impact of realized capital gains on shareholders of the
Funds.

The Funds may use a tax management technique known as "highest in, first out."
Using this technique, the portfolio holdings that have experienced the smallest
gain or largest loss are sold first in an effort to minimize capital gains and
enhance after-tax returns.

STATE TAXES

No Fund is liable for any income or franchise tax in Delaware if it qualifies as
a RIC for federal income tax purposes. Distributions by any Fund to shareholders
and the ownership of shares may be subject to state and local taxes.

PORTFOLIO TRANSACTIONS

The Adviser and the Sub-Advisers are authorized to select brokers and dealers to
effect securities transactions for the Funds. The Adviser and the Sub-Adviser
will seek to obtain the most favorable net results by taking into account
various factors, including price, commission, if any, size of the transactions
and difficulty of executions, the firm's general execution and operational
facilities and the firm's risk in positioning the securities involved. While the
Adviser and the Sub-Adviser generally seek reasonably competitive spreads or
commissions, a Fund will not necessarily be paying the lowest spread or
commission available. The Adviser and the Sub-Advisor seek to select brokers or
dealers that offer a Fund best price and execution or other services which are
of benefit to the Fund.

Purchases of portfolio securities for the Funds may be made directly from
issuers or from underwriters. Where possible, purchase and sale transactions
will be effected through dealers (including banks) which specialize in the types
of securities which the Funds will be holding, unless better executions are
available elsewhere. Dealers and underwriters usually act as principals for
their own accounts. Purchases from underwriters will include a commission paid
by the issuer to the underwriter and purchases from dealers will include the
spread between the bid and the asked price. If the execution and price offered
by more than one dealer or underwriter are comparable, the order may be
allocated to a dealer or underwriter that has provided research or other
services as discussed below.

S-41

<PAGE>

In placing portfolio transactions, the Adviser and Sub-Advisers will use its
best efforts to choose a broker-dealer capable of providing the services
necessary to obtain the most favorable price and execution available. The full
range and quality of services available will be considered in making these
determinations, such as the size of the order, the difficulty of execution, the
operational facilities of the firm involved, the firm's risk in positioning a
block of securities, and other factors.

In those instances where it is reasonably determined that more than one
broker-dealer can offer the services needed to obtain the most favorable price
and execution available and the transaction involves a brokerage commission,
consideration may be given to those broker-dealers which furnish or supply
research and statistical information to the Adviser and Sub-Advisers or their
affiliates that they may lawfully and appropriately use in their investment
advisory capacity for the Funds and for other accounts, as well as provide other
services in addition to execution services. The Adviser and Sub-Advisers
consider such information, which is in addition to, and not in lieu of, the
services required to be performed by it under the agreement, to be useful in
varying degrees, but of indeterminable value. The Adviser and Sub-Advisers
anticipate that these opportunities will arise infrequently if at all.

The placement of portfolio transactions with broker-dealers who sell shares of
the Funds is subject to rules adopted by the National Association of Securities
Dealers, Inc. ("NASD"). Provided the Trust's officers are satisfied that the
Funds are receiving the most favorable price and execution available, the
Adviser and Sub-Advisers may also consider the sale of the Funds' shares as a
factor in the selection of broker-dealers to execute their portfolio
transactions.

While the Funds' general policy is to seek first to obtain the most favorable
price and execution available, in selecting a broker-dealer to execute portfolio
transactions, weight may also be given to the ability of a broker-dealer to
furnish brokerage, research and statistical services to the Funds or to the
Adviser and Sub-Advisers, even if the specific services were not imputed just to
the Funds and may be lawfully and appropriately used by the Adviser and
Sub-Advisers in advising other clients. The Adviser and Sub-Advisers consider
such information, which is in addition to, and not in lieu of, the services
required to be performed by it under the agreements, to be useful in varying
degrees, but of indeterminable value. In negotiating any commissions with a
broker, the Funds may therefore pay a higher commission than would be the case
if no weight were given to the furnishing of these supplemental services,
provided that the amount of such commission has been determined in good faith by
the Funds and the Adviser and Sub-Advisers to be reasonable in relation to the
value of the brokerage and/or research services provided by such broker-dealer,
which services either produce a direct benefit to the Funds or assist the
Adviser and Sub-Advisers in carrying out its responsibilities to the Funds. The
standard of reasonableness is to be measured in light of the Adviser and
Sub-Advisers and the their overall responsibilities to the Funds.

Investment decisions for the Funds are made independently from those of other
client accounts of the Adviser and Sub-Advisers. Nevertheless, it is possible
that at times the same securities will be acceptable for the Funds and for one
or more of such client accounts. To the extent any of

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<PAGE>

these client accounts and one or both of the Funds seeks to acquire the same
security at the same time, the individual Fund may not be able to acquire as
large a portion of such security as it desires, or it may have to pay a higher
price or obtain a lower yield for such security. Similarly, the Funds may not be
able to obtain as high a price for, or as large an execution of, an order to
sell any particular security at the same time. If one or more of such client
accounts simultaneously purchases or sells the same security one or both of the
Funds is purchasing or selling, each day's transactions in such security will be
allocated between the particular Funds and all such client accounts in a manner
deemed equitable by the Adviser and Sub-Advisers, taking into account the
respective sizes of the accounts, the amount being purchased or sold and other
factors deemed relevant by the Adviser and Sub-Advisers. It is recognized that
in some cases this system could have a detrimental effect on the price or value
of the security insofar as the Funds are concerned. In other cases, however, it
is believed that the ability of the Funds to participate in volume transactions
may produce better trade execution for the Funds.

The Funds may use the Distributor and other affiliated brokers as a broker to
execute portfolio transactions. In accordance with the 1940 Act, the Trust has
adopted certain procedures which are designed to provide that commissions
payable to affiliated brokers are reasonable and fair as compared to the
commissions received by other brokers in connection with comparable transactions
involving similar securities being purchased or sold on securities or options
exchanges during a comparable period of time. The Funds do not deem it
practicable and in their best interest to solicit competitive bids for
commission rates on each transaction. However, consideration is regularly given
to information concerning the prevailing level of commissions charged on
comparable transactions by other qualified brokers. The Board of Trustees
reviews the procedures adopted by the Trust with respect to the payment of
brokerage commissions at least annually to ensure their continuing
appropriateness, and determines, on at least a quarterly basis, that all such
transactions during the preceding quarter were effected in compliance with such
procedures.

Depending on the Adviser's and Sub-Advisers' view of market conditions, the
Funds may or may not purchase securities with the expectation of holding them to
maturity. The Funds may, however, sell securities prior to maturity to meet
redemptions or as a result of a revised evaluation of market conditions or of
the issuer.

VOTING

Each share held entitles the shareholder of record to one vote for each dollar
invested. In other words, each shareholder of record is entitled to one vote for
each dollar of net asset value of the shares held on the record date for the
meeting. Shares issued by each Fund have no preemptive, conversion, or
subscription rights. Each whole share shall be entitled to one vote and each
fractional share shall be entitled to a proportionate fractional vote. Each
Fund, as a separate series of the Trust, votes separately on matters affecting
only that Fund. Voting rights are not cumulative. Shareholders of each Class of
each Fund will vote separately on matters pertaining solely to that Fund or that
Class. As a Delaware business trust, the Trust is not required to hold

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<PAGE>

annual meetings of shareholders, but approval will be sought for certain changes
in the operation of the Trust and for the election of Trustees under certain
circumstances.

In addition, a Trustee may be removed by the remaining Trustees or by
shareholders at a special meeting called upon written request of shareholders
owning at least 10% of the outstanding shares of the Trust. In the event that
such a meeting is requested, the Trust will provide appropriate assistance and
information to the shareholders requesting the meeting.

Where the Trust's Prospectuses or Statements of Additional Information state
that an investment limitation or a fundamental policy may not be changed without
shareholder approval, such approval means the vote of (1) 67% or more of the
affected Fund's shares 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 (ii)
more than 50% of the affected Fund's outstanding shares, whichever is less.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
portfolios and shares of each portfolio. Each share of a portfolio represents an
equal proportionate interest in that portfolio with each other share. Shares are
entitled upon liquidation to a pro rata share in the net assets of the
portfolio. Shareholders have no preemptive rights. [The Declaration of Trust
provides that the Trustees of the Trust may create additional series of shares
or separate classes of Funds.] All consideration received by the Trust for
shares of any portfolio [or separate class] and all assets in which such
consideration is invested would belong to that portfolio [or separate class] and
would be subject to the liabilities related thereto. Share certificates
representing shares will not be issued.

The Class I Share have no 12b-1 plan and no sales charges. Class A Shares are
identical to Class I Shares, except that Class A Shares have a shareholder
servicing plan and a front-end sales charge. Class C Shares are identical to
Class I Shares, except that Class C Shares have a Rule 12b-1 plan, a shareholder
service plan and a contingent-deferred sales charge.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Delaware business
trust." The Trust's Declaration of Trust contains an express disclaimer of
shareholder liability for obligations of the Trust, and requires that notice of
such disclaimer be given in each agreement, obligation or instrument entered
into or executed by or on behalf of the Trust or the Trustees, and because the
Declaration of Trust provides for indemnification out of the Trust property for
any shareholder held personally liable for the obligations of the Trust.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his
own willful defaults and, if reasonable care has been exercised in the selection
of officers, agents, employees or

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investment adviser, shall not be liable for any neglect or wrongdoing of any
such person. The Declaration of Trust also provides that the Trust will
indemnify its Trustees and officers against liabilities and expenses incurred in
connection with actual or threatened litigation in which they may be involved
because of their offices with the Trust unless it is determined in the manner
provided in the Declaration of Trust that they have not acted in good faith in
the reasonable belief that their actions were in the best interests of the
Trust. However, nothing in the Declaration of Trust shall protect or indemnify a
Trustee against any liability for his willful misfeasance, bad faith, gross
negligence or reckless disregard of his duties.

EXPERTS

Ernst & Young LLP, 2001 Market Street, Philadelphia, Pennsylvania 19103, serves
as independent public accountants to the Trust.

CUSTODIAN

First Union National Bank, Broad and Chestnut Streets, P.O. Box 7618,
Philadelphia, Pennsylvania 19101 acts as the custodian (the "Custodian") of the
Trust. The Custodian holds cash, securities and other assets of the Trust as
required by the 1940 Act.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania
19103, serves as counsel to the Trust.

S-45

<PAGE>

APPENDIX

DESCRIPTION OF CORPORATE BOND RATINGS

DESCRIPTION OF MOODY'S LONG-TERM RATINGS

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
edged." 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 risk appear somewhat larger than the 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 some time in the future.

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

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.

<PAGE>

DESCRIPTION OF STANDARD & POOR'S LONG-TERM RATINGS

Investment Grade

AAA Debt rated 'AAA' has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA Debt rated 'AA' has a very strong capacity to pay interest and repay
principal and differs from the highest rated debt only in small degree.

A Debt rated 'A' has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to adverse effects of changes in
circumstances and economic conditions than debt in higher-rated
categories.

BBB Debt rated 'BBB' is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher
rated categories.

SPECULATIVE GRADE

Debt rated 'BB', 'B', 'CCC', 'CC', and 'C' is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. 'BB' indicates the least degree of speculation and 'C' the highest
degree of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

BB Debt rated 'BB' has less near-term vulnerability to default than other
speculative grade debt. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions that
could lead to inadequate capacity to meet timely interest and principal
payments. The 'BB' rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied 'BBB-' rating.

B Debt rate 'B' has greater vulnerability to default but presently has the
capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions would likely impair capacity
or willingness to pay interest and repay principal. The 'B' rating
category also is used for debt subordinated to senior debt that is
assigned an actual or implied 'BB' or 'BB-' rating.

CCC Debt rated 'CCC' has a current identifiable vulnerability to default, and
is dependent on favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event
of adverse business, financial, or economic conditions, it is not likely
to have the capacity to pay interest and repay principal. The 'CCC'
rating category also is used for debt subordinated to senior debt that is
assigned an actual or implied 'B' or 'B-' rating.

CC The rating 'CC' is typically applied to debt subordinated to senior debt
which is assigned an actual or implied 'CCC' rating.

A-2

<PAGE>

C The rating 'C' is typically applied to debt subordinated to senior debt
which is assigned an actual or implied 'CCC-' debt rating. The 'C' rating
may be used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.

CI Debt rated 'CI' is reserved for income bonds on which no interest is
being paid.

D Debt is rated 'D' when the issue is in payment default, or the obligor
has filed for bankruptcy. The 'D' rating is used when interest or
principal payments are not made on the date due, even if the applicable
grace period has not expired, unless S&P believes that such payments will
be made during such grace period.

DESCRIPTION OF DUFF & PHELPS' LONG-TERM DEBT RATINGS

AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+ High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from

AA- time to time because of economic conditions.

A+ Protection factors are average but adequate. However, risk factors are
more variable and

A- greater in periods of economic stress.

BBB+ Below average protection factors but still considered sufficient for
prudent investment.

BBB- Considerable variability in risk during economic cycles.

BB+ Below investment grade but deemed likely to meet obligations when due.
Present or

BB prospective financial protection factors fluctuate according to industry
conditions or company

BB- fortunes. Overall quality may move up or down frequently within this
category.

B+ Below investment grade and possessing risk that obligations will not be
met when due.

B Financial protection factors will fluctuate widely according to economic
cycles, industry

B- conditions and/or company fortunes. Potential exists for frequent changes
in the rating within this category or into a higher or lower rating
grade.

CCC Well below investment grade securities. Considerable uncertainty exists
as to timely payment of principal, interest or preferred dividends.
Protection factors are narrow and risk can be substantial with
unfavorable economic/industry conditions, and/or with unfavorable company
developments.

DD Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

DP Preferred stock with dividend arrearages.

A-3

<PAGE>

DESCRIPTION OF FITCH'S LONG-TERM RATINGS

INVESTMENT GRADE BOND

AAA Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.

AA Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated 'AAA'. Because bonds rated in
the 'AAA' and 'AA' categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is
generally rated 'F-1+'.

A Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.

BBB Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than
for bonds with higher ratings.

SPECULATIVE GRADE BOND

BB Bonds are considered speculative. The obligor's ability to pay interest
and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified
which could assist the obligor in satisfying its debt service
requirements.

B Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligor's limited
margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.

CCC Bonds have certain identifiable characteristics which, if not remedied,
may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.

CC Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C Bonds are in imminent default in payment of interest or principal.

DDD, DD,
and D Bonds are in default on interest and/or principal payments. Such bonds
are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor.
'DDD' represents the highest potential for recovery on these bonds, and
'D' represents the lowest potential for recovery.

A-4

<PAGE>

DESCRIPTION OF IBCA'S LONG-TERM RATINGS

AAA Obligations for which there is the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial,
such that adverse changes in business, economic or financial conditions
are unlikely to increase investment risk substantially.

AA Obligations for which there is a very low expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial.
Adverse changes in business, economic or financial conditions may
increase investment risk, albeit not very significantly.

A Obligations for which there is a low expectation of investment risk.
Capacity for timely repayment of principal and interest is strong,
although adverse changes in business, economic or financial conditions
may lead to increased investment risk.

BBB Obligations for which there is currently a low expectation of investment
risk. Capacity for timely repayment of principal and interest is
adequate, although adverse changes in business, economic or financial
conditions are more likely to lead to increased investment risk than for
obligations in other categories.

BB Obligations for which there is a possibility of investment risk
developing. Capacity for timely repayment of principal and interest
exists, but is susceptible over time to adverse changes in business,
economic or financial conditions.

B Obligations for which investment risk exists. Timely repayment of
principal and interest is not sufficiently protected against adverse
changes in business, economic or financial conditions.

CCC Obligations for which there is a current perceived possibility of
default. Timely repayment of principal and interest is dependent on
favorable business, economic or financial conditions.

CC Obligations which are highly speculative or which have a high risk of
default.

C Obligations which are currently in default.

DESCRIPTION OF THOMSON BANKWATCH'S LONG-TERM DEBT RATINGS

INVESTMENT GRADE

AAA The highest category; indicates that the ability to repay principal and
interest on a timely basis is very high.

AA The second-highest category; indicates a superior ability to repay
principal and interest on a timely basis, with limited incremental risk
compared to issues rated in the highest category.

A The third-highest category; indicates the ability to repay principal and
interest is strong. Issues rated "A" could be more vulnerable to adverse
developments (both internal and external) than obligations with higher
ratings.

A-5

<PAGE>

BBB The lowest investment-grade category; indicates an acceptable capacity to
repay principal and interest. Issues rated "BBB" are, however, more
vulnerable to adverse developments (both internal and external) than
obligations with higher ratings.

NON-INVESTMENT GRADE

BB While not investment grade, the "BB" rating suggests that the likelihood
of default is considerably less than for lower-rated issues. However,
there are significant uncertainties that could affect the ability to
adequately service debt obligations.

B Issues rated "B" show a higher degree of uncertainty and therefore
greater likelihood of default than higher-rated issues. Adverse
developments could well negatively affect the payment of interest and
principal on a timely basis.

CCC Issues rated "CCC" clearly have a high likelihood of default, with little
capacity to address further adverse changes in financial circumstances.

CC "CC" is applied to issues that are subordinate to other obligations rated
"CCC" and are afforded less protection in the event of bankruptcy or
reorganization.

D Default

A-6

<PAGE>

PART C: OTHER INFORMATION

Item 23. Exhibits:

(a)(1) Agreement and Declaration of Trust dated October 25, 1993, is
incorporated by reference to Exhibit a(1) of the Registrant's
Post-Effective Amendment No. 9 as filed on November 24, 1998.

(a)(2) Certificate of Amendment of Agreement and Declaration of Trust of
Corona Investment Trust dated December 11, 1993, is incorporated by
reference to Exhibit a(2) of the Registrant's Post-Effective Amendment
No. 9 as filed on November 24, 1998.

(a)(3) Certificates of Amendment of Agreement and Declaration of Trust and
Certificate of Trust of the Solon Funds dated June 13, 1994, is
incorporated by reference to Exhibit a(3) of the Registrant's
Post-Effective Amendment No. 9 as filed on November 24, 1998.

(a)(4) Certificate of Amendment of Agreement and Declaration of Trust dated
November 10, 1997, incorporated by reference to Exhibit 1(d) of the
Registrant's Registration Statement as filed on December 16, 1997.

(a)(5) Amended and Restated Agreement and Declaration of Trust dated October
8, 1998, is incorporated by reference to Exhibit a(5) of the
Registrant's Post-Effective Amendment No. 9 as filed on November 24,
1998.

(a)(6) Certificate of Amendment and Declaration of Trust dated December 10,
1998 is incorporated by reference to Exhibit a(6) of the Registrant's
Post-Effective Amendment No. 10 as filed on January 27, 1999.

(b) By-Laws are incorporated by reference to Exhibit b of the Registrant's
Post-Effective Amendment No. 9 as filed on November 24, 1998.

(d)(1) Investment Management Agreement, is incorporated by reference to
Exhibit 5(a) of the Registrant's Post-Effective Amendment No. 3 as
filed on June 28, 1996.

(d)(2) Sub-Advisory Agreement, is incorporated by reference to Exhibit 5(b) of
the Registrant's Post-Effective Amendment No. 3 as filed on June 28,
1996.

(d)(3) Investment Advisory Agreement between the Registrant and Turner
Investment Partners, Inc., on behalf of the Short Duration Funds - One
Year Portfolio and the Short Duration Funds - Three Year Portfolio, is
incorporated by reference to the Registrant's Post-Effective Amendment
No. 7 as filed on October 1, 1998.

(d)(4) Investment Advisory Agreement between the Registrant and Turner
Investment Partners, Inc., is incorporated by reference to the
Registrant's Post-Effective Amendment No. 7 as filed on October 1,
1998.

C-1

<PAGE>

(d)(5) Investment Advisory Agreement between the Registrant and Penn Capital
Management Company, Inc., is incorporated by reference to the
Registrant's Post-Effective Amendment No. 7 as filed on October 1,
1998.

(e)(1) Underwriting Agreement, is incorporated by reference to Exhibit 6(a) of
the Registrant's Post-Effective Amendment No. 3 as filed on June 28,
1996.

(e)(2) Distribution Agreement between the Registrant and SEI Investments
Distribution Co., is incorporated by reference to the Registrant's
Post-Effective Amendment No. 7 as filed on October 1, 1998.

(f) Not applicable.

(g)(1) Custodian Agreement, is incorporated by reference to Exhibit 8 of the
Registrant's Post-Effective Amendment No. 2 as filed on June 30, 1995.

(g)(2) Form of Custodian Agreement by and between the Registrant and First
Union National Bank, is incorporated by reference to the Registrant's
Post-Effective Amendment No. 8 as filed on November 24, 1998.

(h)(1) Administrative Services Contract, is incorporated by reference to
Exhibit 9(a) of the Registrant's Post-Effective Amendment No. 3 as
filed on June 28, 1996.

(h)(2) Services Agreement, is incorporated by reference to Exhibit 9(b) of the
Registrant's Post-Effective Amendment No. 3 as filed on June 28, 1996.

(h)(3) Administration Agreement between the Registrant and SEI Fund Resources,
is incorporated by reference to the Registrant's Post-Effective
Amendment No. 7 as filed on October 1, 1998.

(h)(4) Transfer Agency Agreement between the Registrant and DST Systems, Inc.,
is incorporated by reference to the Registrant's Post-Effective
Amendment No. 7 as filed on October 1, 1998.

(i) Opinion and Consent of Counsel, is filed herewith.

(j) Not applicable.

(k) Not applicable.

(l) Not applicable.

(m) Not applicable.

(n) Not applicable.

(o) Not applicable.

C-2

<PAGE>

(p) Not applicable.

(q) Powers of Attorney for Robert E. Turner, Alfred C. Salvato, Katherine
R. Griswold, Ronald W. Filante, Stephen J. Kneeley, and Robert
DellaCroce are incorporated by reference to the Registrant's
Post-Effective Amendment No. 10 as filed on January 27, 1999.

Item 24. Persons Controlled by or Under Common Control with Registrant:

See the Prospectus and the Statement of Additional Information regarding
the Registrant's control relationships. SEI Investments Management Corporation
(formerly, SEI Financial Management Corporation) is the owner of all beneficial
interest in the Administrator and is a subsidiary of SEI Investments Company,
which also controls the distributor of the Registrant, SEI Investments
Distribution Co. (formerly, SEI Financial Services Company), as well as to other
corporations engaged in providing various financial and record keeping services,
primarily to bank trust departments, pension plan sponsors, and investment
managers.

Item 25. Indemnification:

Article VII of the Agreement and Declaration of Trust empowers the Trustees
of the Trust, to the full extent permitted by law, to purchase with Trust assets
insurance for indemnification from liability and to pay for all expenses
reasonably incurred or paid or expected to be paid by a Trustee or officer in
connection with any claim, action, suit or proceeding in which he or she becomes
involved by virtue of his or her capacity or former capacity with the Trust.

Article VI of the By-Laws of the Trust provides that the Trust shall
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding by reason of the fact that such person is and other amounts or
was an agent of the Trust, against expenses, judgments, fines, settlement and
other amounts actually and reasonable incurred in connection with such
proceeding if that person acted in good faith and reasonably believed his or her
conduct to be in the best interests of the Trust. Indemnification will not be
provided in certain circumstances, however, including instances of willful
misfeasance, bad faith, gross negligence, and reckless disregard of the duties
involved in the conduct of the particular office involved.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to the Trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable in the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or

C-3

<PAGE>

controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

Item 26. Business and Other Connections of Investment Adviser:

ADVISERS

Turner Investment Partners, Inc.
Turner Investment Partners, Inc. ("Turner") is the investment adviser for the
Select Large Cap Growth, Select Large Cap Value, Select Small Cap Growth, Select
Small Cap Value, Select Premier Core Equity, Select International Small Cap,
Select Premier Global Equity, Select Global Financial Services, Select Global
Technology, Select Balanced Capital Appreciation, Select Balanced Growth and
Income, Select Balanced Income and Growth, and Select Strategic Fixed Income
Funds. The principal address of Turner is 1235 Westlakes Drive, Suite 350,
Berwyn, PA 19312. Turner is an investment adviser registered under the Advisers
Act.

Other Position With
Name and Position With Company Company Other Company
- ------------------------------ ------- -------------
Stephen J. Kneeley -- --
Chief Operating Officer, Secretary,
Treasurer

James I. Midanek -- --
CIO-Fixed Income

Janet Rader Rote -- --
Director of Compliance

Michael R. Thompson -- --
Marketing Director, Assistant Secretary

Thomas R. Trala
Director of Finance -- --

Mark D. Turner
President, Director of Fixed Income -- --

Robert E. Turner, Jr.
Chairman, CIO -- --

Item 27. Principal Underwriters:

(a) Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or
investment adviser.

Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:

C-4

<PAGE>

SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds7 June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
The Parkstone Advantage Funds May 1, 1999
Amerindo Funds, Inc. July 13, 1999

The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These services
include portfolio evaluation, performance measurement and consulting
services ("Funds Evaluation") and automated execution, clearing and
settlement of securities transactions ("MarketLink").

(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in
the answer to Item 21 of Part B. Unless otherwise noted, the business
address of each director or officer is Oaks, PA 19456.

C-5

<PAGE>

Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ------------------- ---------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Henry H. Greer Director --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
Kevin P. Robins Senior Vice President & General Counsel --
Patrick K. Walsh Senior Vice President --
Robert Aller Vice President --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary
S. Courtney E. Collier Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Vic Galef Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary --
Greg Gettinger Vice President & Assistant Secretary Vice President &
Assistant Secretary
Kathy Heilig Vice President --
Jeff Jacobs Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Mark Nagle Vice President --
Joanne Nelson Vice President --
Cynthia M. Parrish Vice President & Assistant Secretary --
Kim Rainey Vice President --
Rob Redican Vice President --
Maria Rinehart Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary --
Lynda J. Striegel Vice President & Assistant Secretary Vice President &
Assistant Secretary
Lori L. White Vice President & Assistant Secretary --
Wayne M. Withrow Vice President & Managing Director --
</TABLE>

C-6

<PAGE>

The Distributor provides numerous financial services to investment managers,
pension plan sponsors, and bank trust departments. These services include
portfolio evaluation, performance measurement and consulting services ("Funds
Evaluation") and automated execution, clearing and settlement of securities
transactions ("MarketLink").

Item 28. Location of Accounts and Records.

Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6);
(8); (12); and 31a-1(d), the required books and records will be maintained
at the offices of Registrant's Custodian:

First Union National Bank
Broad & Chestnut Streets
P.O. Box 7618
Philadelphia, Pennsylvania 19101

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D);
(4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and
records are maintained at the offices of Registrant's Administrator:

SEI Investments Mutual Funds Services
Oaks, Pennsylvania 19456

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Advisers:

Turner Investment Partners, Inc.
1235 Westlakes Drive, Suite 350
Berwyn, Pennsylvania 19312

Item 29. Management Services: None

Item 30. Undertakings: None

C-7

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 11 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on
the 22 day of November, 1999.

ALPHA SELECT FUNDS

By: /s/ Stephen J. Kneeley
------------------------------
Stephen J. Kneeley
President & Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<S> <C> <C>
* Trustee November 22, 1999
- -----------------------------
Robert E. Turner

* Trustee November 22, 1999
- -----------------------------
Alfred C. Salvato

* Trustee November 22, 1999
- -----------------------------
Ronald W. Filante

* Trustee November 22, 1999
- -----------------------------
Katherine R. Griswold

/s/ Stephen J. Kneeley President & Chief November 22, 1999
- ----------------------------- Executive Officer
Stephen J. Kneeley

/s/ Robert DellaCroce Controller and November 22, 1999
- ----------------------------- Chief Financial
Robert DellaCroce Officer

* By: /s/ Stephen J. Kneeley
----------------------
Stephen J. Kneeley
Attorney-in-Fact
</TABLE>

C-8

<PAGE>

EXHIBIT INDEX

Name Exhibit
- ---- -------

Agreement and Declaration of Trust of the Registrant, dated Ex-99.a(1)
October 25, 1993, (incorporated herein by reference to Exhibit
a(1) of the Post-Effective Amendment No. 9 filed November 24,
1998).

Certificate Amendment to the Agreement and Declaration of Trust Ex-99.a(2)
of the Registrant, dated December 11, 1993, (incorporated herein
by reference to Exhibit a(2) of the Post-Effective Amendment
No. 9 filed November 24, 1998).

Certificate Amendment to the Agreement and Declaration of Trust Ex-99.a(3)
of the Registrant, dated June 13, 1994, (incorporated herein by
reference to Exhibit a(3) of the Post-Effective Amendment No. 9
filed November 24, 1998).

Certificate Amendment to the Agreement and Declaration of Trust Ex-99.a(4)
of the Registrant, dated November 10, 1997, (incorporated by
reference to Exhibit 1(d) of the Registrant's Registration
Statement as filed with the Securities and Exchange Commission on
December 16, 1997).

Amended and Restated Agreement and Declaration of Trust dated Ex-99.a(5)
October 8, 1998, (incorporated herein by reference to Exhibit
a(5) of the Post-Effective Amendment No. 9 filed November 24,
1998).

Certificate Amendment to the Agreement and Declaration of Trust Ex-99.a(6)
of the Registrant, dated December 10, 1998, (incorporated herein
by reference to Exhibit a(2) of the Registrant's Post-Effective
Amendment No. 10 filed January 27, 1999).

By-Laws of the Registrant, (incorporated herein by reference to Ex-99.b
Exhibit b of the Post-Effective Amendment No. 9 filed November
24, 1998).

Investment Management Agreement (incorporated herein by reference Ex-99.d(1)
to Exhibit 5(a) of the Post-Effective Amendment No. 3 filed on
June 28, 1996).

Investment Sub-Advisory Agreement (incorporated herein by Ex-99.d(2)
reference to Exhibit 5(b) of the Post-Effective Amendment No. 3
filed on June 28, 1996).

<PAGE>

Investment Advisory Agreement between the Registrant and Turner Ex-99.d(3)
Investment Partners, Inc., on behalf of the Short Duration
Funds - One Year Portfolio and the Short Duration Funds - Three
Year Portfolio, (incorporated herein by reference to Exhibit d(3)
of the Post-Effective Amendment No. 7 filed on October 1, 1998).

Investment Advisory Agreement between the Registrant and Turner Ex-99.d(4)
Investment Partners, Inc., (incorporated herein by reference to
Exhibit d(4) of the Post-Effective Amendment No. 7 filed on
October 1, 1998).

Investment Advisory Agreement between the Registrant and Penn Ex-99.d(5)
Capital Management Company, Inc., (incorporated herein by
reference to Exhibit d(5) of the Post-Effective Amendment No. 7
filed on October 1, 1998).

Underwriting Agreement, (incorporated herein by reference to Ex-99.e(1)
Exhibit 6(a) of the Post-Effective Amendment No. 3 filed on
June 28, 1996).

Distribution Agreement between the Registrant and SEI Investments Ex-99.e(2)
Distribution Co., (incorporated herein by reference to
Exhibit e(2) of the Post-Effective Amendment No. 7 filed on
October 1, 1998).

Custodian Agreement, (incorporated herein by reference to
Exhibit Ex-99.g(1) 8 of the Post-Effective Amendment No. 2 filed
on June 30, 1995).

Form of Custodian Agreement by and between the Registrant and Ex-99.g(2)
First Union National Bank, (incorporated by reference to the
Registrant's Post-Effective Amendment No. 8 as filed on
November 24, 1998).

Administration Services Contract, (incorporated herein by Ex-99.h(1)
reference to Exhibit 9(a) of Post-Effective Amendment No. 3 filed
on June 28, 1996).

Services Agreement, (incorporated herein by reference to Ex-99.h(2)
Exhibit 9(b) of Post-Effective Amendment No. 3 filed
on June 28, 1996).

Administration Agreement between the Registrant and SEI Fund Ex-99.h(3)
Resources, (incorporated herein by reference to Exhibit h(3) of
the Post-Effective Amendment No. 7 filed on October 1, 1998).

Opinion and Consent of Counsel, filed herewith Ex-99.i

<PAGE>

Powers of Attorney for Robert E. Turner, Alfred C. Salvato, Ex-99.q
Katherine R. Griswold, Ronald W. Filante, Stephen J. Kneeley, and
Robert DellaCroce (incorporated herein by reference to Exhibit p
of the Post-Effective Amendment No. 10 filed on January 27,
1999).

[Letterhead of Morgan, Lewis & Bockius LLP,
1800 M Street, N.W., Washington, DC 20036]

November 19, 1999

Alpha Select Funds
1235 Westlakes Drive, Suite 350
Berwyn, Pennsylvania 19312

Re: Opinion of Counsel regarding Post-Effective Amendment No. 11 to the
Registration Statement filed on Form N-1A under the Securities Act of 1933
(File No. 33-70958).

Ladies and Gentlemen:

We have acted as counsel to Alpha Select Funds, a Delaware business trust (the
"Trust"), in connection with the above-referenced Registration Statement (as
amended, the "Registration Statement") which relates to the Trust's units of
beneficial interest, without par value (collectively, the "Shares"). This
opinion is being delivered to you in connection with the Trust's filing of
Post-Effective Amendment No. 11 to the Registration Statement (the "Amendment")
to be filed with the Securities and Exchange Commission pursuant to Rule 485(a)
of the Securities Act of 1933 (the "1933 Act"). With your permission, all
assumptions and statements of reliance herein have been made without any
independent investigation or verification on our part except to the extent
otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have reviewed, among other things, executed
copies of the following documents:

(a) a certificate of the State of Delaware as to the existence and good
standing of the Trust;

(b) the Agreement and Declaration of Trust for the Trust and all
amendments and supplements thereto (the "Declaration of Trust");

<PAGE>

Alpha Select Funds
November 19, 1999
Page 2

(c) a certificate executed by John H. Grady, Jr., Assistant Secretary of
the Trust, certifying as to, and attaching copies of, the Trust's
Declaration of Trust and By-Laws (the "By-Laws"), and certain
resolutions adopted by the Board of Trustees of the Trust authorizing
the issuance of the Shares; and

(d) a printer's proof of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers or representatives of the
Fund. We have assumed that the Amendment, as filed with the Securities and
Exchange Commission, will be in substantially the form of the printer's proof
referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Declaration
of Trust and By-Laws, and for the consideration described in the Registration
Statement, will be legally issued, fully paid and non assessable under the laws
of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.

Very truly yours,

/s/ Morgan, Lewis and Bockius LLP
- ---------------------------------
Morgan, Lewis and Bockius LLP

Morgan, Lewis and Bockius LLP