INVENTOR FUNDS INC, 497, 1995-12-06

INVENTOR FUNDS INC
497, 1995-12-06

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<PAGE> 1

[INVENTOR FUNDS LOGO]

- ---------------------
INVENTOR FUNDS

INVESTMENT ADVISER

Integra Trust Company

SUB ADVISERS

Wellington Management Company

SunBank Capital Management, N.A.

ADMINISTRATOR
SEI Financial Management Corporation

TRANSFER AGENT

DST Systems, Inc.

DISTRIBUTOR
SEI Financial Services Company

COUNSEL
Morgan, Lewis & Bockius

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P.

INT-F-252-02

PROSPECTUS

PRIME OBLIGATIONS MONEY
MARKET FUND

TREASURY SECURITIES MONEY
MARKET FUND

INTERMEDIATE GOVERNMENT
SECURITIES FUND

GNMA SECURITIES FUND

EQUITY GROWTH FUND

AUGUST 28, 1995

<PAGE> 2

- -------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<S> <C>
Summary...................... 2
Expense Summary.............. 4
Financial Highlights......... 6
The Corporation.............. 7
Investment Objectives and
Policies ................. 7
General Investment
Policies.................. 8
Investment Limitations....... 9
Fundamental Policies......... 9
The Adviser.................. 9
The Sub-Advisers............. 10
The Administrator............ 11
The Transfer Agent........... 11
The Distributor.............. 11
How to Purchase Shares....... 12
Exchanges.................... 15
Redemption of Shares......... 15
Performance.................. 17
Taxes........................ 18
General Information.......... 20
Description of Permitted
Investments
and Risk Factors............. 21
</TABLE>

<PAGE> 3

PROSPECTUS

[INVENTOR FUNDS LOGO]

Investment Adviser:

INTEGRA TRUST COMPANY, NATIONAL ASSOCIATION

Inventor Funds, Inc. (the "Corporation") is a mutual fund that seeks to provide
a convenient means of investing in one or more professionally managed portfolios
of securities. This Prospectus relates to the following Funds:

PRIME OBLIGATIONS MONEY MARKET FUND
TREASURY SECURITIES MONEY MARKET FUND
INTERMEDIATE GOVERNMENT SECURITIES FUND
GNMA SECURITIES FUND
EQUITY GROWTH FUND

CLASS A

Class A Shares of the Funds are offered to individuals and institutional
investors, including customers of affiliates and correspondents of Integra
Financial Corporation. Class A shares are sold with a front-end sales load that
will be reduced or waived in certain circumstances. Integra Trust Company,
National Association, the Funds' investment adviser, is an affiliate of Integra
Financial Corporation.

THE CORPORATION'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, INCLUDING INTEGRA TRUST COMPANY, OR ITS AFFILIATES. THE
CORPORATION'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.
INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED.

AS WITH ANY MUTUAL FUND, AN INVESTMENT IN THE PRIME OBLIGATIONS MONEY MARKET
FUND OR THE TREASURY SECURITIES MONEY MARKET FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT EITHER FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

This Prospectus sets forth concisely the basic information about the Funds and
the Corporation that a prospective investor should know before investing.
Investors are advised to read this Prospectus and retain it for future
reference. A Statement of Additional Information dated August 28, 1995, has been
filed with the Securities and Exchange Commission and is available without
charge through the Distributor, SEI Financial Services Company, 680 East
Swedesford Road, Wayne, PA 19087-1658, or by calling 1-800-6INVENT
(1-800-646-8368). The Statement of Additional Information is incorporated into
this Prospectus by reference.

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

AUGUST 28, 1995

<PAGE> 4

SUMMARY

Inventor Funds, Inc. (the "Corporation") is an open-end management investment
company which provides a convenient way to invest in professionally managed
portfolios of securities. This Summary provides basic information about the
Class A shares of the Corporation's Prime Obligations Money Market Fund,
Treasury Securities Money Market Fund, Intermediate Government Securities Fund,
GNMA Securities Fund and Equity Growth Fund (each a "Fund" and, together, the
"Funds").

What are the Investment Objectives and Policies of each Fund? The PRIME
OBLIGATIONS MONEY MARKET FUND seeks to preserve principal value and maintain a
high degree of liquidity while providing current income by investing in high
quality money market instruments. The TREASURY SECURITIES MONEY MARKET FUND
seeks to preserve principal value and maintain a high degree of liquidity while
providing current income by investing in U.S. Treasury obligations. The
INTERMEDIATE GOVERNMENT SECURITIES FUND seeks preservation of capital and a high
degree of liquidity while providing current income by investing primarily in
obligations issued or guaranteed as to principal and interest by the U.S.
Government and its agencies and instrumentalities. The GNMA SECURITIES FUND
seeks the highest level of current income consistent with preservation of
capital and a high degree of liquidity by investing primarily in mortgage
pass-through securities guaranteed by the Government National Mortgage
Corporation. The EQUITY GROWTH FUND seeks capital appreciation by investing
primarily in common stocks and securities convertible into common stocks. There
is no assurance that any Fund will meet its investment objective. See
"Investment Objectives and Policies" and "Description of Permitted Investments
and Risk Factors."

What are the Risks involved with an Investment in the Funds? The PRIME
OBLIGATIONS AND TREASURY SECURITIES MONEY MARKET FUNDS seek to maintain a net
asset value of $1.00 per share. There can be no assurance that these Funds will
be able to maintain a net asset value of $1.00. Shares of the INTERMEDIATE
GOVERNMENT SECURITIES, GNMA SECURITIES AND EQUITY GROWTH FUNDS will fluctuate in
value with the value of their underlying portfolio securities. Values of fixed
income securities and, correspondingly, share prices of Funds invested in such
securities tend to vary inversely with interest rates and may be affected by
other market and economic factors as well. Common stocks in which the Equity
Growth Fund may invest may be more volatile and may fluctuate in value more than
other types of investments.

Who is the Adviser? Integra Trust Company serves as the Adviser of the Funds.
See "Expense Summary" and "The Adviser."

Who are the Sub-Advisers? Wellington Management Company serves as Sub-Adviser
to the Prime Obligations Money Market Fund, Treasury Securities Money Market
Fund, Intermediate Government Securities Fund and GNMA Securities Fund. SunBank
Capital Management, N.A. serves as Sub-Adviser to the Equity Growth Fund. See
"The Sub-Advisers."

Who is the Administrator? SEI Financial Management Corporation serves as the
Administrator and shareholder servicing agent of the Corporation. See "Expense
Summary" and "The Administrator."

Who is the Transfer Agent? DST Systems, Inc. serves as transfer agent and
dividend disbursing agent for the Corporation. See "The Transfer Agent."

2
<PAGE> 5

Who is the Distributor? SEI Financial Services Company serves as distributor of
the Corporation's shares. See "The Distributor."

How do I Purchase and Redeem Shares? Purchases and redemptions of shares may be
made on any day on which both the New York Stock Exchange and Federal Reserve
wire system are open for business ("Business Days"). A purchase order for shares
will be executed at a per share price equal to the net asset value per share
next determined after the receipt of the purchase order plus any applicable
sales charges. The minimum initial investment is $500 ($250 for IRAs and $100
for officers, directors, employees, or retirees of Integra Trust Company, and
its affiliates). Net asset value for the Intermediate Government Securities,
GNMA Securities and Equity Growth Funds is determined as of the close of
business of the New York Stock Exchange (currently 4:00 p.m., Eastern Time), on
any Business Day. Net asset value for the Prime Obligations Money Market and
Treasury Securities Money Market Funds is determined as of 2:00 p.m., Eastern
Time, on any Business Day. Redemption orders for the Intermediate Government
Securities, GNMA Securities and Equity Growth Funds must be placed prior to 4:00
p.m., Eastern Time, on any Business Day for the order to be effective that day.
Redemption orders for the Prime Obligations Money Market and Treasury Securities
Money Market Funds must be placed prior to 2:00 p.m., Eastern Time, on any
Business Day for the order to be effective that day. See "Purchase of Shares"
and "Redemption of Shares."

How are Dividends Paid? Substantially all of the net investment income
(exclusive of capital gains) of each Fund is distributed in the form of periodic
dividends. Any capital gain is distributed at least annually. Distributions are
paid in additional shares unless the Shareholder elects to take the payment in
cash. See "Dividends."

3
<PAGE> 6

EXPENSE SUMMARY
CLASS A

<TABLE>
<CAPTION>
PRIME TREASURY
OBLIGATIONS SECURITIES INTERMEDIATE
MONEY MONEY GOVERNMENT GNMA EQUITY
SHAREHOLDER TRANSACTION MARKET MARKET SECURITIES SECURITIES GROWTH
EXPENSES FUND FUND FUND FUND FUND
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Maximum Sales Load Imposed
on Purchases (as a
percentage of offering price) None None 4.00% 4.00% 4.00%
Maximum Sales Load Imposed
on Reinvested Dividends (as a
percentage of offering price) None None None None None
Maximum Contingent Deferred
Sales Charge None None None None None
Exchange Fee None None None None None
Wire Redemption Fee $10 $10 $10 $10 $10
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Advisory Fees
(after fee waivers) (1) .24% .20% .47% .40% .57%
Rule 12b-1 Fees (after fee
waivers) (2) .00% .00% .00% .00% .00%
Other Expenses .31% .35% .38% .45% .38%
Total Operating Expenses
(after fee waivers) (3) .55% .55% .85% .85% .95%
</TABLE>

(1) The Adviser has agreed to waive a portion of its fees. The Adviser reserves
the right to terminate the waiver at any time in its sole discretion. Absent
such fee waivers, advisory fees would be .45% for the Prime Obligations
Money Market Fund, .45% for the Treasury Securities Money Market Fund, .70%
for the Intermediate Government Securities Fund, .70% for the GNMA
Securities Fund, and .85% for the Equity Growth Fund.

(2) The Class A Plan provides that Class A shares will bear the costs of
distribution expenses and related service fees at the annual rate of .25% of
each Fund's average daily net assets. The Distributor has agreed to
voluntarily waive any fees payable pursuant to the Plan. The Distributor
reserves the right to terminate this waiver at any time in its sole
discretion.

(3) Absent the Adviser's voluntary fee waivers and the Distributor's waiver of
12b-1 fees, total operating expenses would be 1.01% for the Prime
Obligations Money Market Fund, 1.05% for the Treasury Securities Money
Market Fund, 1.33% for the Intermediate Government Securities Fund, 1.40%
for the GNMA Securities Fund, and 1.48% for the Equity Growth Fund.

4
<PAGE> 7

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

<TABLE>
<CAPTION>
1 yr. 3 yrs. 5 yrs. 10 yrs.
- ----------------------------------------------------------------------------------------------------
An investor in a Fund would pay the following expenses on a $1,000 investment assuming (1) 5% annual
return and (2) redemption at the end of each time period:
<S> <C> <C> <C> <C>
Prime Obligations Money Market Fund $ 6 $18 $31 $ 69
Treasury Securities Money Market Fund $ 6 $18 $31 $ 69
Intermediate Government Securities Fund $48 $66 $85 $141
GNMA Securities Fund $48 $66 $85 $141
Equity Growth Fund $49 $69 $90 $152
</TABLE>

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

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose
of the expense table and example is to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by investors
in the Funds. A person who purchases shares through a financial institution may
be charged separate fees by that institution. The information set forth in the
foregoing table and example relates only to Class A shares. The Funds also offer
Class B shares, which are subject to the same expenses as Class A shares except
that Class B shares bear no distribution costs or sales loads. Class B shares
are currently not being offered for any Fund.

The rules of the Securities and Exchange Commission require that the maximum
sales charge be reflected in the above table. However, certain investors may
qualify for reduced sales charges. See "How to Purchase Shares."

Long-term investors may pay more than the equivalent of the maximum front-end
sales charges otherwise permitted by the Rules of the National Association of
Securities Dealers, Inc. ("NASD").

5
<PAGE> 8

FINANCIAL HIGHLIGHTS

The following information has been audited by Coopers & Lybrand L.L.P., the
Corporation's independent accountants, as indicated in their report dated June
9, 1995, on the Corporation's financial statements as of April 30, 1995,
included in the Corporation's Statement of Additional Information under
"Financial Information." This table should be read in conjunction with the
Corporation's financial statements and notes thereto. Additional information is
set forth in the 1995 Annual Report to Shareholders and is available without
charge by calling 1-800-6INVENT.

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
DISTRIBUTIONS
NET ------------------- NET NET
ASSET NET REALIZED FROM FROM ASSET ASSETS RATIO OF
VALUE NET AND UNREALIZED NET REALIZED VALUE END EXPENSES
BEGINNING INVESTMENT GAINS INVESTMENT CAPITAL END TOTAL OF PERIOD TO AVERAGE
OF PERIOD INCOME ON SECURITIES INCOME GAINS OF PERIOD RETURN (000) NET ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
- ---------------
EQUITY GROWTH
- ---------------
CLASS A
1995(1)(3) $ 10.00 $ 0.12 $ 0.71 $(0.12) $ (0.02) $ 10.69 8.33 %+ $ 46,657 0.95%
- --------------------------------------
INTERMEDIATE GOVERNMENT SECURITIES
- --------------------------------------
CLASS A
1995(1)(3) 10.00 0.44 0.02 (0.44) -- 10.02 4.75 + 53,316 0.85
- ------------------
GNMA SECURITIES
- ------------------
CLASS A
1995(1)(3) 10.00 0.48 0.16 (0.48) -- 10.16 6.61 + 42,212 0.85
- -----------------------------------
PRIME OBLIGATIONS MONEY MARKET
- -----------------------------------
CLASS A
1995(2) 1.00 0.04 -- (0.04) -- 1.00 3.76 + 290,058 0.55
- ------------------------------------
TREASURY SECURITIES MONEY MARKET
- ------------------------------------
CLASS A
1995(2) 1.00 0.04 -- (0.04) -- 1.00 3.60 + 80,491 0.55

<CAPTION>
RATIO OF NET
NET EXPENSES INCOME
INVESTMENT TO AVERAGE TO AVERAGE
INCOME NET ASSETS NET ASSETS PORTFOLIO
TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER
NET ASSETS WAIVERS) WAIVERS) RATE
<S> <C> <C> <C> <C>
- ---------------------------
- ---------------
EQUITY GROWTH
- ---------------
CLASS A
1995(1)(3) 1.57% 1.48% 1.04% 110%
- ---------------------------
INTERMEDIATE GOVERNMENT SEC
- ---------------------------
CLASS A
1995(1)(3) 6.17 1.33 5.69 172
- ------------------
GNMA SECURITIES
- ------------------
CLASS A
1995(1)(3) 6.68 1.40 6.13 226
- ---------------------------
PRIME OBLIGATIONS MONEY MAR
- ---------------------------
CLASS A
1995(2) 5.16 1.01 4.70 --
- ---------------------------
TREASURY SECURITIES MONEY M
- ---------------------------
CLASS A
1995(2) 5.00 1.05 4.50 --
</TABLE>

+ Returns are for the period indicated and have not been annualized.

(1) Commenced operations on August 10, 1994. All ratios for the period have been
annualized.

(2) Commenced operations on August 8, 1994. All ratios for the period have been
annualized.

(3) Total Return does not reflect the sales charge.

6
<PAGE> 9

THE CORPORATION

INVENTOR FUNDS, INC. (the "Corporation") is an open-end management investment
company that offers common stock ("shares") in the Funds through separate
Classes (Class A and Class B), which provide for variations in sales charges,
distribution costs, voting rights and dividends. This Prospectus offers Class A
shares of the Corporation's Prime Obligations Money Market Fund ("Prime
Obligations Fund"), and Treasury Securities Money Market Fund ("Treasury
Securities Fund") (collectively the "Money Market Funds"), and the Corporation's
Intermediate Government Securities Fund ("Intermediate Government Fund"), GNMA
Securities Fund and Equity Growth Fund (collectively the "Non-Money Market
Funds") (each a "Fund" and, together, the "Funds"). Additional information
pertaining to the Corporation may be obtained in writing from SEI Financial
Services Company, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or
by calling 1-800-6INVENT (1-800-646-8368).

INVESTMENT OBJECTIVES AND POLICIES

Each Fund has its own investment objectives and policies. There is no assurance
that the investment objective of a Fund will be met.

PRIME OBLIGATIONS MONEY MARKET FUND

The investment objective of the Fund is to preserve principal value and maintain
a high degree of liquidity while providing current income. It is a fundamental
policy of the Fund to use its best efforts to maintain a constant net asset
value of $1.00 per share.

The Fund invests exclusively in the following short-term debt instruments: (i)
commercial paper rated in the top two short-term rating categories by two or
more nationally recognized security rating organizations ("NRSROs"), or one
NRSRO if only one NRSRO has rated the security, or, if not rated, determined by
the Sub-Adviser to be of comparable quality; (ii) certificates of deposit, time
deposits, bank notes and bankers' acceptances that are rated in the top two
short-term rating categories by two or more NRSROs or that are of comparable
quality of banks and savings and loan institutions; (iii) corporate obligations
rated AAA or AA by Standard & Poor's Corporation ("S&P") or Aaa or Aa by Moody's
Investors Service, Inc. ("Moody's") or, if not rated, determined by the
Sub-Adviser to be of comparable quality; (iv) U.S. Treasury obligations; (v)
obligations issued or guaranteed as to principal and interest by the agencies
and instrumentalities of the U.S. Government; (vi) repurchase agreements
involving any of such obligations; and (vii) commercial paper issued by state
and local governmental issuers, rated by at least two NRSROs in one of the two
highest municipal bond rating categories, and provides yields competitive with
other types of money market instruments of comparable quality. (The securities
the Fund may invest in are sometimes referred to herein as Money Market
Instruments.) The purchase of single-rated and unrated securities by the
Sub-Adviser is subject to ratification by the Corporation's Board of Directors.

TREASURY SECURITIES MONEY MARKET FUND

The Treasury Securities Fund invests exclusively in U.S. Treasury obligations
(including STRIPS) and repurchase agreements involving such obligations.

To the extent permitted by state and local law, in addition to being suitable
for many individuals and institutional investors, the Treasury Securities Fund
may be an appropriate investment for school districts and municipalities.

7
<PAGE> 10

INTERMEDIATE GOVERNMENT SECURITIES FUND

The investment objective of the Fund is to preserve capital and maintain a high
degree of liquidity while providing current income.

The Fund invests in U.S. Treasury obligations, futures on U.S. Treasury
obligations and obligations issued or guaranteed as to principal and interest by
the agencies and instrumentalities of the U.S. Government. The Fund's
dollar-weighted average maturity will ordinarily be approximately five years;
however, the Sub-Adviser may vary this average maturity substantially in
anticipation of a change in the
interest rate environment. Nevertheless, under normal circumstances, the Fund
will maintain a dollar-weighted average maturity of between three and ten years.

GNMA SECURITIES FUND

The investment objective of the Fund is to provide the highest level of current
income consistent with preservation of capital and a high degree of liquidity.

The Fund invests primarily (at least 65% of its total assets under normal
conditions) in mortgage pass-through securities guaranteed by the Government
National Mortgage Association ("GNMA"). Any remaining assets may consist of: (i)
obligations of the U.S. Treasury; (ii) obligations issued or guaranteed as to
principal and interest by agencies and instrumentalities of the U.S. Government;
(iii) mortgage-backed securities issued by other government agencies and
privately issued mortgage-backed securities rated at least A by an NRSRO; (iv)
repurchase agreements involving any of such obligations; (v) shares of money
market investment companies investing exclusively in such obligations; and (vi)
futures on U.S. Treasury obligations. The Fund intends to maintain a position in
Money Market instruments sufficient to provide a high degree of liquidity. The
Fund may also engage in dollar rolls, short sales and interest rate swaps.

Under normal market conditions, the estimated average life of the Fund's
holdings of mortgage pass-through and mortgage-backed securities will range
between 4 and 10 years.

EQUITY GROWTH FUND

The investment objective of the Equity Growth Fund is capital appreciation.

The Fund invests primarily in a diversified portfolio of common stocks and
convertible securities which are deemed to be undervalued in the marketplace at
the time of purchase. Dividend income is an incidental consideration compared to
growth of capital. In selecting securities for the Fund, factors that are likely
to affect long-term capital appreciation will be evaluated. Such factors will
include the issuer's background, industry position, historical returns on equity
and the experience and qualifications of the management team. Holdings will be
rotated between various market sectors based on economic analysis of the overall
business cycle. The Fund invests primarily (normally at least 65% of its total
assets under normal market conditions) in common stocks and convertible
securities. The Fund may also invest in American Depositary Receipts ("ADRs")
the underlying foreign issuers of which are located in developed countries and
may buy and sell options and futures and options on futures.

GENERAL INVESTMENT POLICIES

The Prime Obligations and Treasury Securities Funds intend to comply with
regulations of the Securities and Exchange Commission ("SEC") applicable to
money market funds. These regulations impose certain quality, maturity and
diversification restraints on investments by the Funds. Under these regulations,
the Funds will maintain a dollar-weighted average maturity of

8
<PAGE> 11

90 days or less and will acquire only "eligible securities" maturing in 397 days
or less.

In order to meet liquidity needs and for temporary defensive purposes, each of
the Intermediate Government, GNMA Securities and Equity Growth Funds may hold
cash reserves, and may invest up to 100% of its assets in Money Market
Instruments.

Debt rated BBB or Baa 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. Such bonds lack
outstanding investment characteristics and have speculative characteristics as
well.

Each Fund may purchase securities on a when-issued basis.

Each Fund reserves the right to engage in securities lending, although no Fund
has the present intent of doing so. Each such Fund may also borrow money in
amounts up to 33 1/3% of its net assets.

For additional information regarding permitted investments see "Description of
Permitted Investments and Risk Factors" in this Prospectus and the Statement of
Additional Information.

PORTFOLIO TURNOVER

The portfolio turnover rates for the fiscal year ended April 30, 1995, for the
Intermediate Government Fund, GNMA Securities Fund, and the Equity Fund were
172%, 226% and 110%, respectively. Such turnover rates will likely result in
higher brokerage commissions and higher levels of realized capital gains than if
the turnover rates were lower.

INVESTMENT LIMITATIONS

Each Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities, and repurchase
agreements involving such securities) if, as a result, more than 5% of total
assets of the Fund would be invested in the securities of such issuer. With
respect to the Intermediate Government, GNMA Securities and Equity Growth Funds,
this restriction applies only to 75% of each Fund's assets.

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

The foregoing percentage limitations will apply at the time of the purchase of a
security. Additional investment limitations are set forth in the Statement of
Additional Information.

FUNDAMENTAL POLICIES

Each Fund's investment objective and investment limitations are fundamental
policies. Fundamental policies cannot be changed with respect to a Fund without
the consent of the holders of a majority of that Fund's outstanding voting
securities.

THE ADVISER

9
<PAGE> 12

discharges its responsibilities subject to the supervision of, and policies set
by, the Directors of the Corporation.

Integra Trust Company, 300 Fourth Avenue, Pittsburgh, Pennsylvania 15278, is a
wholly-owned subsidiary of Integra Financial Corporation. Prior to August, 1994,
the Adviser had not previously served as the investment adviser to a mutual
fund. However, the Adviser or its predecessor organizations have provided trust
and asset management services for over 70 years. As of May 31, 1995, the Adviser
had assets under management of approximately $8.9 billion.

The Adviser is entitled to a fee, which is calculated daily and paid monthly, at
an annual rate of 0.45%, for the Prime Obligations and Treasury Securities
Funds, 0.70% for the Intermediate Government and GNMA Securities Funds and 0.85%
for the Equity Growth Fund, based on each Fund's average daily net assets. The
Adviser may from time to time waive all or a portion of its fee in order to
limit the operating expenses of a Fund. Any such waiver is voluntary and may be
terminated at any time in the Adviser's sole discretion. For the fiscal year
ended April 30, 1995, the Adviser received an advisory fee of .24%, .20%, .49%,
.45% and .59% for the Prime Obligations, Treasury Securities, Intermediate
Government, GNMA Securities, and Equity Growth Funds, respectively, based on
each Fund's average daily net assets.

The Glass-Steagall Act restricts the securities activities of banks such as
Integra Trust Company, but federal regulatory authorities permit such banks to
provide investment advisory and other services to mutual funds. Should this
position be challenged successfully in court or reversed by legislation, the
Corporation might have to make other investment advisory arrangements.

THE SUB-ADVISERS

The Prime Obligations, Treasury Securities, Intermediate Government and GNMA
Securities Funds are managed on a day-to-day basis by Wellington Management
Company ("WMC"). SunBank Capital Management N.A. ("SunBank", and together with
WMC, the "Sub-Advisers") manages the Equity Growth Fund on a day-to-day basis.

The Sub-Advisers make investment decisions for these Funds and continuously
review, supervise and administer the Funds' investment program, subject to the
supervision of, and policies set by, the Adviser and the Directors.

WMC is a professional investment counseling firm which provides investment
services to investment companies, employee benefit plans, endowments,
foundations, and other institutions and individuals. As of May 31, 1995, WMC had
discretionary management authority with respect to approximately $94 billion of
assets. WMC and its predecessor organizations have provided investment advisory
services to investment companies since 1933 and to investment counseling clients
since 1960. Wellington Management Company, 75 State Street, Boston,
Massachusetts 02109, is a Massachusetts general partnership, of which the
following persons are managing partners: Robert W. Doran, Duncan M. McFarland
and John B. Neff.

As Sub-Adviser, WMC is entitled to a fee, calculated daily and paid monthly, at
an annual rate of .075% of the aggregate average daily net assets of the Prime
Obligations and Treasury Securities Funds up to $500 million, and .020% on such
Funds' aggregate net assets in excess of $500 million, pro rated between each
Fund based on their respective average daily net assets, and .18% on the first
$50 million of the Intermediate Government and GNMA Securities Funds aggregate
net assets, .15% on the next $50 million, .10% on the next $400 million and
.075% on such

10
<PAGE> 13

Fund's aggregate net assets in excess of $500 million, pro rated between each
Fund based on their respective average daily net assets. WMC may from time to
time waive all or a portion of its fee from the Adviser. For the fiscal year
ended April 30, 1995, WMC received a fee from the Adviser of .075% for the Prime
Obligations and the Treasury Securities Funds, and .15% for the Intermediate
Government and GNMA Securities Funds, based on each Fund's average daily net
assets.

PRIME OBLIGATIONS MONEY MARKET FUND AND TREASURY SECURITIES MONEY MARKET FUND

John Keogh, Senior Vice President of Wellington Management Company, has served
as portfolio manager to the Prime Obligations and Treasury Securities Funds
since their inception. Mr. Keogh has been an investment professional with
Wellington Management Company since 1983.

INTERMEDIATE GOVERNMENT SECURITIES FUND AND GNMA SECURITIES FUND

Thomas L. Pappas, Vice President of Wellington Management Company, has served as
portfolio manager to the Intermediate Government Securities and GNMA Securities
Funds since their inception. Mr. Pappas has been an investment professional with
Wellington Management Company since 1987.

EQUITY GROWTH FUND

As of May 31, 1995, SunBank had discretionary management authority with respect
to approximately $42 billion of assets. The principal business address of
SunBank is P.O. Box 3808, Orlando, Florida 32802. SunBank is entitled to a fee,
calculated daily and paid monthly, at an annual rate of .30% of the average
daily net assets of the Equity Growth Fund. SunBank may from time to time waive
all or a portion of its fee from the Adviser. For the fiscal year ended April
30, 1995, the Sub-Adviser received from the Adviser an advisory fee of .30% for
the Equity Growth Fund based on the Fund's average daily net assets.

Anthony Gray, Chief Investment Officer of SunBank has served as portfolio
manager to the Equity Growth Fund since its inception. Mr. Gray has been with
SunBank since 1979.

THE ADMINISTRATOR

SEI Financial Management Corporation (the "Administrator"), a wholly-owned
subsidiary of SEI Corporation ("SEI"), provides the Corporation with
administrative services, including fund accounting, regulatory reporting,
necessary office space, equipment, personnel, and facilities. The Administrator
also serves as shareholder servicing agent of the Funds.

The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at a maximum annual rate of 0.18% of the average daily net assets of
the Intermediate Government, GNMA Securities and Equity Growth Funds, and 0.15%
of the average daily net assets of the Prime Obligations and Treasury Securities
Funds.

THE TRANSFER AGENT

DST Systems, Inc. ("DST" or the "Transfer Agent"), 210 W. 10th Street, Kansas
City, Missouri 64105, serves as the transfer agent and dividend disbursing agent
for the Corporation.

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary of
SEI, serves as distributor. The Class A shares of the Corporation have a Rule
12b-1 Distribution Plan (the "Class A Plan"), under which such shares bear
distribution expenses and related service fees at the annual rate of up to .25%
of their average daily net assets. Financial institutions that are the record
owner of shares for the account of

11
<PAGE> 14

their customers may impose separate fees for account services to their
customers.

The Funds may execute brokerage or other agency transactions through the
Distributor, for which the Distributor receives compensation.

HOW TO PURCHASE SHARES

Shares of the Funds may be purchased directly by mail, by wire or through an
automatic investment plan ("AIP"). Shares may also be purchased through
broker-dealers, including Integra Brokerage Services Company and Personal
Investment Services, Inc., that have established a dealer agreement with the
Distributor.

HOW TO PURCHASE BY MAIL

You may purchase Class A shares of a Fund by completing and signing an Account
Application form and mailing it, along with a check (or other negotiable bank
instrument or money order) payable to "Inventor Funds (Fund Name)," P.O. Box
419320, Kansas City, Missouri 64141-6320. You may purchase more shares at any
time by mailing payment also to DST at the above address. Orders placed by mail
will be executed on receipt of your payment. If your check does not clear, your
purchase will be canceled and you could be liable for any losses or fees
incurred.

You may obtain account application forms by calling the Fund at 1-800-6INVENT
(1-800-646-8368).

HOW TO PURCHASE BY WIRE

You may purchase shares by wiring Federal funds, provided that your Account
Application has been previously received. You must wire funds to DST and the
wire instructions must include your account number. You must call the Fund at
1-800-6INVENT (1-800-646-8368) before wiring any funds. An order to purchase
shares by Federal funds wire will be deemed to have been received by the Fund on
the Business Day (defined below) of the wire; provided that the Federal funds
wire is received by DST prior to 4:00 p.m., Eastern time for the Non-Money
Market Funds and prior to 2:00 p.m., Eastern Time for the Money Market Funds. If
DST does not receive notice by 4:00 p.m., Eastern time for the Non-Money Market
Funds and prior to 2:00 p.m., Eastern Time for the Money Market Funds, on the
Business Day of the wire, the order will be executed on the next Business Day.

HOW TO PURCHASE THROUGH AN AUTOMATIC INVESTMENT PLAN ("AIP")

You may arrange for periodic additional investments in the Funds through
automatic deductions by Automated Clearing House ("ACH") from a checking account
by completing an AIP Application Form. The minimum pre-authorized investment
amount is $25 per month. An AIP Application Form may be obtained by contacting
the Fund at 1-800-6INVENT (1-800-646-8368). The AIP is available only for
additional investments for an existing account.

GENERAL INFORMATION

You may purchase shares of the Funds on any day on which both the New York Stock
Exchange and Federal Reserve wire system are open for business ("Business
Days"). However, shares of the Funds cannot be purchased by Federal Reserve wire
on Federal holidays restricting wire transfers. The minimum initial investment
in any Fund is $500 ($250 for IRAs and $100 for officers, directors, employees,
or retirees of Integra Trust Company, or its affiliates). The Distributor may
waive the minimum investment at its discretion. Subsequent purchases of shares
must be at least $25.

A purchase order for shares will be effective as of the Business Day received by
the Transfer Agent if the Transfer Agent receives the order

12
<PAGE> 15

and payment before 4:00 p.m., Eastern Time for the Non-Money Market Funds and
2:00 p.m., Eastern Time for the Money Market Funds. The purchase price (the
"Offering Price") of Class A shares is the net asset value next determined after
the purchase order is effective plus any applicable sales charge.

The net asset value per share is determined as of the close of business of the
New York Stock Exchange (currently 4:00 p.m., Eastern Time) for the Non-Money
Market Funds and as of 2:00 p.m., Eastern Time for the Money Market Funds on
each Business Day by dividing the total market value of that Fund's investments
and other assets, less any liabilities, by the total outstanding shares of the
Fund. Purchases will be made in full and fractional shares calculated to three
decimal places. The Prime Obligations and Treasury Securities Funds value their
portfolio securities using the amortized cost method of valuation, which
approximates market value. Pursuant to guidelines adopted and monitored by the
Directors of the Corporation, each Fund may use a pricing service to provide
market quotations or fair market valuations. A pricing service may derive such
valuations through the use of a matrix system to value fixed income securities
which considers factors such as securities prices, yield features, ratings, and
developments related to a specific security. Although the methodology and
procedures for determining net asset value are identical for both classes of a
Fund, the net asset value per share of such classes may differ because of the
distribution expenses charged to Class A shares.

The Corporation reserves the right to reject a purchase order for shares when
the Distributor determines that it is not in the best interest of the
Corporation and/or its shareholders to accept such order.

Shareholders who own their shares of record and who desire to transfer
registration of their shares should contact the Fund at 1-800-6INVENT
(1-800-646-8368).

HOW TO PURCHASE THROUGH FINANCIAL
INSTITUTIONS

Shares may be purchased through financial institutions, including the Adviser,
that provide distribution assistance or shareholder services. Shares purchased
by persons ("Customers") through financial institutions may be held of record by
the financial institution. Financial institutions may impose an earlier cut-off
time for receipt of purchase orders directed through them to allow for
processing and transmittal of these orders to the Distributor for effectiveness
the same day. Customers should contact their financial institution for
information as to that institution's procedures for transmitting purchase,
exchange or redemption orders to the Corporation.

Customers who desire to transfer the registration of shares beneficially owned
by them but held of record by a financial institution should contact the
institution to accomplish such change.

Depending upon the terms of a particular Customer account, a financial
institution may charge a Customer account fees. Information concerning these
services and any charges will be provided to the Customer by the financial
institution.

SALES LOAD

The following table shows the regular sales charge on Class A shares of the
Intermediate Government, GNMA Securities and Equity Growth Funds to a "single
purchaser" (defined below) together with the sales charge that is reallowed to
certain financial intermediaries (the "reallowance").

13
<PAGE> 16

<TABLE>
<CAPTION>
SALES
CHARGE SALES REALLOWANCE
AS A CHARGE AS
PERCENTAGE AS A PERCENTAGE
OF PERCENTAGE OF
AMOUNT OFFERING OF NET OFFERING
OF PRICE PER AMOUNT PRICE PER
PURCHASE SHARE INVESTED SHARE
- ------------- ---------- ---------- ----------
<S> <C> <C> <C>
Less than
$100,000 4.00% 4.17% 3.60%
$100,000 but
less than
$250,000 3.00% 3.09% 2.70%
$250,000 but
less than
$500,000 2.00% 2.04% 1.80%
$500,000 but
less than
$1,000,000 1.00% 1.01% .90%
$1,000,000
and above none none none
</TABLE>

The sales charge shown in the table is the maximum sales charge that applies to
sales of Class A shares of the Funds. Under certain circumstances, the
Distributor may use its own funds to compensate financial institutions and
intermediaries in amounts additional to the commissions shown above. In
addition, the Distributor may, from time to time in its sole discretion,
institute one or more promotional incentive programs, which will be paid by the
Distributor from the sales charge it receives or from any other source available
to it. Under any such program, the Distributor will provide promotional
incentives, in the form of cash or other compensation, including merchandise,
airline vouchers, trips and vacation packages, to all dealers selling shares of
the Funds. Ordinarily, such promotional incentives will be offered uniformly to
all dealers and will be predicated upon the amount of shares of the Funds sold
by the dealer.

Under certain circumstances, reallowances of up to the entire sales charge may
be paid to certain financial institutions, who might then be deemed to be
"underwriters" under the Securities Act of 1933.

Reduced Sales Charge:
Rights of Accumulation

In calculating the sales charge rates applicable to current purchases of Class A
shares, a "single purchaser" is entitled to cumulate current purchases with the
current market value of previously purchased Class A shares of the Funds sold
subject to a comparable sales charge.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Funds for their own account or for trust or
custodial accounts for their minor children, and (iii) a fiduciary purchasing
for any one trust, estate or fiduciary account, including employee benefit plans
created under Sections 401 or 457 of the Internal Revenue Code of 1986, as
amended (the "Code") including related plans of the same employer.

To exercise your right of accumulation based upon shares you already own, you
must ask the Distributor for this reduced sales charge at the time of your
additional purchase and provide the account number(s) of the investor, as
applicable, the investor and spouse, and their minor children. The Funds may
amend or terminate this right of accumulation at any time as to subsequent
purchases.

Reduced Sales Charge: Letter of Intent

14
<PAGE> 17

credit for such prior purchases and later purchases benefitting from the Letter,
you must notify the Transfer Agent at the time the Letter is submitted that
there are prior purchases that may apply, and notify the Transfer Agent again at
the time of later purchases that such purchases are applicable under the Letter.

Waiver of Sales Load

No sales charge is imposed on shares of the Funds: (i) issued as dividends and
capital gain distributions; (ii) acquired through the exercise of exchange
privileges described below; (iii) sold to officers, directors, employees, or
retirees of the Corporation, Integra Financial Corporation and its subsidiaries
and affiliates; (iv) sold to certain accounts for which the Adviser or
subsidiaries, affiliates and correspondents of Integra Trust Company, serve in a
fiduciary, agency or custodial capacity; (v) issued in plans of reorganization,
such as mergers, asset acquisitions and exchange offers, to which the
Corporation is a party; (vi) purchased with the proceeds of distributions from
employee benefit plans for which the Adviser or its affiliates act in a
custodial or fiduciary capacity, (vii) purchased within thirty days of a
redemption of Class A shares of such Funds (only up to the amount of such
redemption) or (viii) sold to tax-exempt organizations enumerated in Section
501(c) of the Code or qualified employee benefit plans created under Sections
401, 403(b)(7) or 457 of the Code (but not IRAs or SEPs). Reduced sales charges
are available on shares of the Funds sold to certain eligible customers of the
Adviser or its affiliates. Please see the Statement of Additional Information
for further information on reduced sales charges. You must notify the Transfer
Agent at the time of your purchase if you are eligible for a waiver of the sales
load.

An investor relying upon any of the categories of waivers of the sales charge
must qualify such waiver in advance of the purchase with the Distributor or the
financial institution or intermediary through which shares are purchased by the
investor.

EXCHANGES

You may exchange Class A shares of any Fund for Class A shares of any other Fund
at net asset value, plus any applicable sales charge. Shareholders that meet the
investment criteria established for Class B shares may exchange Class A shares
of any Fund for Class B shares of that Fund once Class B shares are made
available by the Corporation.

Exchanges will be made only after instructions in writing or by telephone (an
"Exchange Request") are received by the Transfer Agent. If an Exchange Request
in good order is received by the Transfer Agent by 4:00 p.m., Eastern Time for
the Non-Money Market Funds and 2:00 p.m., Eastern Time for the Money Market
Funds, on any Business Day, the exchange will occur on that day. The exchange
privilege may be exercised only in those states where the class or shares of the
"new" fund may legally be sold.

Customers who beneficially own shares held of record by a financial institution
should contact that institution if they wish to exchange shares. The institution
will contact the Transfer Agent and effect the exchange on behalf of the
Customer.

The Corporation reserves the right to change the terms or conditions of the
exchange privilege discussed herein upon sixty days' notice.

REDEMPTION OF SHARES

You may redeem your shares without charge on any Business Day. There is,
however, a $10 charge for wiring redemption proceeds to a shareholder's
designated account. Shares may be redeemed by mail, by telephone or through a
systematic withdrawal plan. Investors who own shares held of record by a finan-

15
<PAGE> 18

cial institution should contact that institution for information on how to
redeem shares.

BY MAIL

A written request for redemption must be received by the Transfer Agent in order
to constitute a valid redemption request.

If the redemption request exceeds $5,000, or if the request directs the proceeds
to be sent or wired to an address different from that of record, DST may require
that the signature on the written redemption request be guaranteed. You should
be able to obtain a signature guarantee from a bank, broker dealer, credit
union, securities exchange or association, clearing agency or savings
association. Notaries public cannot guarantee signatures. The signature
guarantee requirement will be waived if all of the following conditions apply:
(1) the redemption is for not more than $5,000 worth of shares, (2) the
redemption check is payable to the shareholder(s) of record, and (3) the
redemption check is mailed to the shareholder(s) at his or her address of
record.

BY TELEPHONE

You may redeem your shares by telephone if you have elected that option on the
Account Application. Under most circumstances, payments will be transmitted on
the next Business Day following receipt of a valid request for redemption. You
may have the proceeds mailed to your address or wired to a commercial bank
account previously designated on your Account Application. There is no charge
for having redemption proceeds mailed to you, but there is a $10 charge for
wiring redemption proceeds.

You may request a wire redemption by calling the Fund at 1-800-6INVENT
(1-800-646-8368), who will add a wire charge of $10 to the amount of the
redemption. Shares cannot be redeemed by Federal Reserve wire on Federal
holidays restricting wire transfers.

Neither the Transfer Agent nor the Corporation will be responsible for any loss,
liability, cost or expense for acting upon wire or telephone instructions that
it reasonably believes to be genuine. The Corporation and Transfer Agent will
each employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, including requiring a form of personal identification
prior to acting upon instructions received by telephone and recording telephone
instructions. The Corporation or Transfer Agent may be liable for losses due to
unauthorized or fraudulent instructions if it does not employ these procedures.
Such procedures may include taping of telephone conversations.

ELECTRONIC FUNDS TRANSFER SERVICE

Electronic Funds Transfer Service lets you authorize electronic transfers of
money to buy or sell shares of a Fund or move money between your bank account
and your Fund account with one phone call. Allow two to three business days
after the call for the transfer to take place. For money recently invested,
allow normal check-clearing time (up to seven days) before redemption proceeds
are sent to your bank. If you redeem by telephone and specifically request this
service, you will not be charged the $10 wire fee applicable to same day wire
redemptions.

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

The Funds offer a Systematic Withdrawal Plan ("SWP"), which you may use to
receive regular distributions from your account. Upon commencement of the SWP,
your account must have a current value of $1,000 or more. You may elect to
receive automatic payments via check or ACH of $100 or more on a monthly,
quarterly, semi-annual or annual basis. You may obtain an SWP Application Form
by

16
<PAGE> 19

contacting the Fund at 1-800-6INVENT (1-800-646-8368).

To participate in the SWP, you must have your dividends automatically
reinvested. You should realize that if your automatic withdrawals exceed income
dividends, your invested principal in the account will be depleted. Thus,
depending on the frequency and amounts of the withdrawal payments and/or any
fluctuations in the net asset value per share, your original investment could be
exhausted entirely. You may change or cancel the SWP at any time on written
notice to DST.

It is generally not in your best interest to be participating in the SWP at the
same time that you are purchasing additional shares if you have to pay a sales
load in connection with such purchases.

CHECKWRITING SERVICE

You may redeem Shares by writing checks on your Money Market Fund account for
$500 or more per check. Once you have signed and returned a signature card, you
will receive a supply of checks. The check may be made payable to any person,
and your account will continue to earn dividends until the check clears. Because
of the difficulty of determining in advance the exact value of a Fund account,
you may not use a check to close your account. These checks are free, but your
account will be charged a fee of $10 on stopping payment of a check upon your
request or if the check cannot be honored because of insufficient funds or other
valid reasons.

OTHER INFORMATION REGARDING REDEMPTIONS

All redemption orders are effected at the net asset value per share next
determined after receipt of a valid request for redemption. Net asset value per
share is determined as of the close of business of the New York Stock Exchange
(currently 4:00 p.m., Eastern Time) for the Non-Money Market Funds and 2:00
p.m., Eastern Time for the Money Market Funds, on any Business Day.

Payment to shareholders for shares redeemed will be made within seven days after
the Transfer Agent receives the valid redemption request. At various times,
however, a Fund may be requested to redeem shares for which it has not yet
received good payment; collection of payment may take ten or more days. In such
circumstances, the redemption request will be rejected by a Fund. Once a Fund
has received good payment for the shares, a shareholder may submit another
request for redemption.

Due to the relatively high costs of handling small investments, each Fund
reserves the right to redeem your shares at net asset value, if, because of
redemptions, your account in any Fund has a value of less than the minimum
initial purchase amount ($500; $250 for individual retirement accounts and $100
for directors, officers, employees, or retirees of the Adviser or its
affiliates). Accordingly, if you purchase shares of any Fund in only the minimum
investment amount, you may be subject to involuntary redemption if you redeem
any shares. Before any Fund exercises its right to redeem such shares, you will
be given notice that the value of the shares in your account is less than the
minimum amount and will be allowed 60 days to make an additional investment in
such Fund in an amount which will increase the value of the account to at least
the minimum amount.

If market conditions are extraordinarily active or other extraordinary
circumstances exist and you experience difficulties placing redemption orders by
telephone, you may consider placing your order by mail or other means.

PERFORMANCE

From time to time, each of the Intermediate Government, GNMA Securities and
Equity Growth Funds may advertise yield and total

17
<PAGE> 20

return. In addition, the Prime Obligations and Treasury Securities Funds may
advertise their current 7 day and effective yields. These figures are based on
historical earnings and are not intended to indicate future performance. No
representation can be made concerning actual future yields or returns.

The "current yield" of the Prime Obligations and Treasury Securities Funds
refers to the income generated by an investment in the Fund over a seven-day
period (which period will be stated in the advertisement). This income is then
"annualized." That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective yield" (also called
"effective compound yield") is calculated similarly but, when annualized, the
income earned by an investment in the Fund is assumed to be reinvested. The
effective yield will be slightly higher than the current yield because of the
compounding effect of this assumed reinvestment.

The "yield" of a Fund refers to the income generated by a hypothetical
investment, net of any sales charge imposed in such Fund over a thirty day
period. This income is then "annualized," i.e., the income over thirty days is
assumed to be generated over one year and is shown as a percentage of the
investment.

The "total return" of a Fund refers to the average compounded rate of return on
a hypothetical investment for designated time periods, assuming that the entire
investment is redeemed at the end of each period and assuming the reinvestment
of all dividend and capital gain distributions.

For any Fund, the performance on Class B shares will normally be higher than
that on Class A shares because of the sales load (when applicable) and
distribution expenses charged to Class A shares.

Each Fund may periodically compare its performance to the performance of: other
mutual funds tracked by mutual funds rating services (such as Lipper
Analytical); financial and business publications and periodicals; broad groups
of comparable mutual funds; unmanaged indices which may assume investment of
dividends but generally do not reflect deductions for administrative and
management costs; or other investment alternatives. The Funds may quote
Morningstar, Inc., a service that ranks mutual funds on the basis of risk-
adjusted performance. The Funds may use long-term performance of these capital
market indices to demonstrate general long-term risk versus reward scenarios and
could include the value of a hypothetical investment in any of the capital
markets. The Funds may also quote financial and business publications and
periodicals as they relate to fund management, investment philosophy, and
investment techniques.

The Funds may quote various measures of volatility and benchmark correlation in
advertising and may compare these measures to those of other funds. Measures of
volatility attempt to compare historical share price fluctuations or total
returns to a benchmark while measures of benchmark correlation indicate how
valid a comparative benchmark might be. Measures of volatility and correlation
are calculated using averages of historical data and cannot be calculated
precisely.

TAXES

18
<PAGE> 21

quences described below. Accordingly, Shareholders are urged to consult their
tax advisers regarding specific questions as to federal, state and local income
taxes. Additional information concerning taxes is set forth in the Statement of
Additional Information.

TAX STATUS OF THE FUNDS

Each Fund is treated as a separate entity for federal income tax purposes and is
not combined with the Corporation's other portfolios. Each Fund intends to
continue to qualify for the special tax treatment afforded regulated investment
companies ("RICs") under Subchapter M of the Internal Revenue Code of 1986, as
amended, so as to be relieved of federal income tax on net investment company
taxable income and net capital gains (the excess of net long-term capital gains
over net short-term capital losses) distributed to Shareholders.

TAX STATUS OF DISTRIBUTIONS

Each Fund distributes substantially all of its net investment income (including
net short-term capital gains) and net capital gains to Shareholders. Dividends
from a Fund's net investment company taxable income are taxable to its
Shareholders as ordinary income (whether received in cash or in additional
shares) to the extent of the Fund's earnings and profits. Dividends paid by a
Fund to corporate Shareholders will qualify for the deduction for dividends
received by corporations to the extent attributable to dividends received by the
Fund from domestic corporations. A portion of such dividends received may be
subject to the alternative minimum tax. Distributions of net capital gains do
not qualify for the dividends-received deduction and are taxable to Shareholders
as long-term capital gains, regardless of how long Shareholders have held their
shares and regardless of whether the distributions are received in cash or in
additional shares. Each Fund will provide annual reports to Shareholders of the
federal income tax status of all distributions.

Dividends declared by a Fund in October, November or December of any year and
payable to Shareholders of record on a date in such a month, will be deemed to
have been paid by the Fund and received by the Shareholders on December 31 of
the year declared if paid by the Fund at any time during the following January.

Each Fund intends to make sufficient distributions prior to the end of the
calendar year to avoid liability for federal excise tax.

With respect to investments which are sold at original issue discount and thus
do not make periodic cash interest payments, each Fund will be required to
include as part of its current income the imputed interest on such obligations
even though the Fund has not received any interest payments on such obligations
during that period. Because each Fund distributes all of its net investment
income to its Shareholders, a Fund may have to sell portfolio securities to
distribute such imputed income which may occur at a time when the Adviser would
not have chosen to sell such securities and which may result in a taxable gain
or loss.

Shareholders should consult their tax advisers to determine whether any portion
of the income dividends received from a Fund is considered tax exempt in their
particular state. Each Fund will inform Shareholders annually of the percentage
of income and distributions derived from direct U.S. Treasury obligations.

A sale, exchange or redemption of Fund Shares is generally a taxable transaction
to the Shareholder; however, an exchange of Class A shares for Class B shares in
the same Fund is not a taxable transaction.

19
<PAGE> 22

GENERAL INFORMATION

THE CORPORATION

The Corporation was organized as a Maryland corporation under Articles of
Incorporation dated April 22, 1994. The Articles of Incorporation permit the
Corporation to offer separate portfolios of shares and different classes of each
portfolio. In addition to the Funds, the Corporation consists of the following
portfolios: Pennsylvania Tax-Exempt Money Market Fund and Pennsylvania Municipal
Bond Fund. All consideration received by the Corporation for shares of any Fund
and all assets of such Fund belong to that Fund and would be subject to the
liabilities related thereto.

The Corporation pays its expenses, including fees of its service providers,
audit and legal expenses, expenses of preparing prospectuses, proxy solicitation
materials and reports to Shareholders, costs of custodial services and
registering the shares under federal and state securities laws, pricing,
insurance expenses, litigation and other extraordinary expenses, brokerage
costs, interest charges, taxes and organization expenses.

DIRECTORS OF THE CORPORATION

The management and affairs of the Corporation are supervised by the Directors
under the laws of the State of Maryland. The Directors have approved contracts
under which, as described above, certain companies provide essential management
services to the Corporation.

VOTING RIGHTS

Each share held entitles the Shareholder of record to one vote. The Shareholders
of each Fund will vote separately on matters pertaining solely to that Fund. The
Shareholders of each class of each Fund will vote separately on matters
pertaining to its distribution plan. As a Maryland corporation, the Corporation
is not required to hold annual meetings of Shareholders but approval will be
sought for certain changes in the operation of the Corporation and for the
election of Directors under certain circumstances.

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

REPORTING

The Corporation issues unaudited financial information semi-annually and audited
financial statements annually. The Corporation furnishes proxy statements and
other reports to Shareholders of record.

SHAREHOLDER INQUIRIES

Shareholders should direct inquiries to the Inventor Funds, Inc., P.O. Box
419320 Kansas City, Missouri 64141-6320, or by calling 1-800-6INVENT
(1-800-646-8368).

DIVIDENDS

Substantially all of the net investment income (exclusive of capital gains) is
declared daily and paid monthly for each of the Money Market Funds, Intermediate
Government and GNMA Securities Funds and is declared and paid monthly for the
Equity Growth Fund. Shareholders of record on the last Business Day of each
month will be entitled to receive the monthly dividend distribution, which is
generally paid on the first Business Day of the following month. If any net
capital gains are realized, they will be distributed by each Fund at least
annually.

20
<PAGE> 23

Shareholders automatically receive all income dividends and capital gains
distributions in additional shares at the net asset value next determined on the
payable date, unless the Shareholder has elected to take such payment in cash.
Shareholders may change their election by providing written notice to the
Administrator at least 15 days prior to the change.

Dividends and distributions of a Fund are paid on a per-share basis. The value
of each share will be reduced by the amount of any such payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution.

The dividends on Class A Shares of the Funds will normally be lower than those
on Class B Shares because of the distribution expenses charged to Class A
Shares.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Morgan, Lewis & Bockius serves as counsel to the Corporation. Coopers & Lybrand
L.L.P. serves as the independent accountants of the Corporation.

CUSTODIAN

Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (the
"Custodian"), acts as custodian of the Corporation's assets. The Custodian holds
cash, securities and other assets of the Corporation as required by the 1940
Act.

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following is a description of the permitted investments for the various
Funds and the various risk factors associated therewith:

AMERICAN DEPOSITARY RECEIPTS ("ADRs")-- ADRs are typically issued by a U.S.
financial institution that evidence ownership of underlying securities issued by
a foreign issuer. While the Funds expect to invest primarily in sponsored ADRs,
a joint arrangement between the foreign issuer and the depositary, some ADRs may
be unsponsored. Unlike sponsored ADRs the holders of unsponsored ADRs bear all
expenses and the depositary may not be obligated to distribute Shareholder
communications or to pass-through the voting rights on the deposited securities.
There may be less information available about a foreign issuer underlying an
unsponsored ADR than a foreign issuer underlying a sponsored ADR.

BANKERS' ACCEPTANCES--bills of exchange or time drafts drawn on and accepted by
a commercial bank. Bankers' acceptances are used by corporations to finance the
shipment and storage of goods and to furnish dollar exchange. Maturities are
generally six months or less.

CERTIFICATES OF DEPOSIT--interest bearing instruments with a specific maturity.
Certificates of deposit are issued by banks and savings and loan institutions in
exchange for the deposit of funds and normally can be traded in the secondary
market prior to maturity. Certificates of deposit have penalties for early
withdrawal.

COMMERCIAL PAPER--the term used to designate unsecured short-term promissory
notes issued by municipalities, corporations and other entities. Maturities on
these issues vary, generally from a few days to nine months.

CONVERTIBLE SECURITIES--are debt securities and preferred stock convertible into
common stock. 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

21
<PAGE> 24

value of the underlying stock. As a result, the 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. The value of convertible
securities is also affected by prevailing interest rates, the credit quality of
the issuer and any call provisions.

COMMON STOCKS--Investments in common stocks are subject to market risks which
may cause their prices to fluctuate over time. Changes in the value of portfolio
securities will not necessarily affect cash income derived from these securities
but will affect a Fund's net asset value.

DOLLAR ROLLS--Dollar Rolls are transactions in which securities are sold for
delivery in the current month and the seller simultaneously contracts to
repurchase substantially similar securities on a specified future date. Any
difference between the sale price and the purchase price is netted against the
interest income foregone on the securities sold to arrive at an implied
borrowing rate. Alternatively, the sale and purchase transactions can be
executed at the same price, with the Fund being paid a fee as consideration for
entering into the commitment to purchase. Dollar Rolls may be renewed prior to
cash settlement and initially may involve only a firm commitment agreement by
the Fund to buy a security. If the broker-dealer to whom the Fund sells the
security becomes insolvent, the Fund's right to repurchase the security may be
restricted. Other risks involved in entering into Dollar Rolls include the risk
that the value of the security may change adversely over the term of the Dollar
Roll and that the security the Fund is required to repurchase may be worth less
than the security that the Fund originally held.

To avoid any leveraging concerns, the Fund will place U.S. Government or other
liquid, high grade assets in a segregated account in an amount sufficient to
cover its repurchase obligation.

FIXED INCOME SECURITIES--The market value of fixed income investments will
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.

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, 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.

Stock index futures are futures contracts for various stock indices that are
traded on regis-

22
<PAGE> 25

tered securities exchanges. A stock index futures contract obligates the 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 index
at the close of the last trading day of the contract and the price at which the
agreement is made.

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.

INTEREST RATE SWAP TRANSACTIONS--Interest rate swaps are designed to permit the
purchaser to preserve a return or spread on a particular investment or portion
of its portfolio, and to protect against any increase in the price of securities
a Fund anticipates purchasing at a later date. 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 specified period of time.

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. A Fund will enter into swaps only with counterparties believed to
be creditworthy and any such obligation a Fund may have under such an
arrangement will be covered by setting aside liquid high grade securities in a
segregated account.

MORTGAGE-BACKED SECURITIES--Mortgage-backed securities are instruments that
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional thirty-year fixed rate mortgages, graduated payment
mortgages, and adjustable rate mortgages. During periods of declining interest
rates, prepayment of mortgages underlying mortgage-backed securities can be
expected to accelerate. Prepayment of mortgages which underlie se-
curities purchased at a premium often results in capital losses, while
prepayment of mortgages purchased at a discount often results in capital gains.
Because of these unpredictable prepayment characteristics, it is often not
possible to predict accurately the average life or realized yield of a
particular issue.

Government Pass-Through Securities: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are GNMA, FNMA and FHLMC. FNMA and FHLMC obligations are not backed
by the full faith and credit of the U.S. Government as GNMA certificates are,
but FNMA and FHLMC securities are supported by the instrumentalities' right to
borrow from the U.S. Treasury. GNMA, FNMA and FHLMC each guarantees timely
distributions of interest to certificate holders. GNMA and FNMA also each
guarantees timely distributions of scheduled principal. FHLMC has in the past
guaranteed only the ultimate collection of principal of

23
<PAGE> 26

the underlying mortgage loan; however, FHLMC now issues mortgage-backed
securities (FHLMC Gold PCs) which also guarantee timely payment of monthly
principal reductions. Government and private guarantees do not extend to the
securities' value, which is likely to vary inversely with fluctuations in
interest rates.

Private Pass-Through Securities: These are mortgage-backed securities issued by
a non-governmental entity, such as a trust. These securities include
collateralized mortgage obligations ("CMOs") and real estate mortgage investment
conduits ("REMICs") that are rated in one of the top two rating categories.
While they are generally structured with one or more types of credit
enhancement, private pass-through securities typically lack a guarantee by an
entity having the credit status of a governmental agency or instrumentality.

Collateralized Mortgage Obligations ("CMOs"): CMOs are debt obligations or
multiclass pass-through certificates issued by agencies or instrumentalities of
the U.S. Government or by private originators or investors in mortgage loans. In
a CMO, series of bonds or certificates are usually issued in multiple classes.
Principal and interest paid on the underlying mortgage assets may be allocated
among the several classes of a series of a CMO in a variety of ways. Each class
of a CMO, often referred to as a "tranche," is issued with a specific fixed or
floating coupon rate and has a stated maturity or final distribution date.
Principal payments on the underlying mortgage assets may cause CMOs to be
retired substantially earlier than their stated maturities or final distribution
dates, resulting in a loss of all or part of any premium paid.

REMICs: A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code and invests in certain mortgages principally secured by
interests in real property. Investors may purchase beneficial interests in
REMICs, which are known as "regular" interests, or "residual" interests.
Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by FNMA
or FHLMC represent beneficial ownership interests in a REMIC trust consisting
principally of mortgage loans or FNMA, FHLMC or GNMA-guaranteed mortgage
pass-through certificates. For FHLMC REMIC Certificates, FHLMC guarantees the
timely payment of interest, and also guarantees the payment of principal as
payments are required to be made on the underlying mortgage participation
certificates. FNMA REMIC Certificates are issued and guaranteed as to timely
distribution of principal and interest by FNMA.

Parallel Pay Securities; PAC Bonds: Parallel pay CMOs and REMICs 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 must be retired by
its stated maturity date or final distribution date, but may be retired earlier.
Planned Amortization Class CMOs ("PAC Bonds") generally require payments of a
specified amount of principal on each payment date. PAC Bonds are always
parallel pay CMOs with the required principal payment on such securities having
the highest priority after interest has been paid to all classes.

REITs: REITs are trusts that invest primarily in commercial real estate or real
estate-related loans. The value of interests in REITs may be affected by the
value of the property owned or the quality of the mortgages held by the trust.

Stripped Mortgage-Backed Securities ("SMBs"): SMBs are usually structured with
two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive all
of the interest payments and is thus termed an interest-only class ("IO"), while
the other class may receive all of the

24
<PAGE> 27

principal payments and is thus termed the principal-only class ("PO"). The value
of IOs tends to increase as rates rise and decrease as rates fall; the opposite
is true of POs. SMBs are extremely sensitive to changes in interest rates
because of the impact thereon of prepayment of principal on the underlying
mortgage securities. The market for SMBs is not as fully developed as other
markets; SMBs therefore may be illiquid.

Risk Factors: Due to the possibility of prepayments of the underlying mortgage
instruments, mortgage-backed securities generally do not have a known maturity.
In the absence of a known maturity, market participants generally refer to an
estimated average life. An average life estimate is a function of an assumption
regarding anticipated prepayment patterns, based upon current interest rates,
current conditions in the relevant housing markets and other factors. The
assumption is necessarily subjective, and thus different market participants can
produce different average life estimates with regard to the same security. There
can be no assurance that estimated average life will be a security's actual
average life.

OPTIONS--Under a call option the purchaser of the option has the right to
purchase, and the writer the obligation to sell, the underlying security at the
exercise price during the option period. Options written on individual
securities are written solely as covered call options (options on securities
owned by a Fund) and will not be engaged for speculative purposes. Such options
will be listed on a national securities exchange. In order to close out an
option position, a Fund may enter into a "closing purchase transaction"--the
purchase of an option on the same security with the same exercise price and
expiration date as the option previously written on any particular security. If
the Fund is unable to effect a closing purchase transaction, it will not be able
to sell the underlying security until the option expires or the Fund delivers
the underlying security upon exercise. There are risks associated with options
investments, 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 correlation between the movement in prices of securities
held by the Fund and the price of options; (3) there may not be liquid secondary
market for options; and (4) while the Fund will receive a premium when it writes
covered call options, it may not participate fully in any rise in the market
value of the underlying security.

RECEIPTS--Separately traded interest and principal component parts of U.S.
Treasury obligations that are issued by banks or brokerage firms and are created
by depositing U.S. Treasury obligations into a special account at a custodian
bank. The custodian holds the interest and principal payments for the benefit of
the registered owners of the certificates of receipts. The custodian arranges
for the issuance of the certificates or receipts evidencing ownership and
maintains the register. Receipts include "Treasury Receipts" ("TR's"), "Treasury
Investment Growth Receipts" ("TIGR's"), "Liquid Yield Option Notes" ("LYON's"),
and "Certificates of Accrual on Treasury Securities" ("CATS"). TIGR's, LYON's
and CATS are interests in private proprietary accounts while TR's are interests
in accounts sponsored by the U.S. Treasury.

Securities denominated as TR's, TIGR's, LYON's and CATS 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 the security for both accounting
and tax purposes. Because of these features, such securities may be subject to
greater interest

25
<PAGE> 28

rate volatility than interest paying Permitted Investments.

REPURCHASE AGREEMENTS--Agreements by which a financial institution agrees to
sell a security to a Fund and commits to repurchase the security at an agreed
upon price (including principal and interest) on an agreed upon date within a
number of days from the date of purchase. The securities purchased by a Fund
will be held as collateral by the Custodian and will be equal to at least 102%
of the repurchase price. Repurchase agreements are considered to be loans by a
Fund. The Corporation bears a risk of loss in the event the other party defaults
on its obligations and the Corporation is delayed or prevented from its right to
dispose of the collateral securities or if the Corporation realizes a loss on
the sale of the collateral securities. A Sub-Adviser will enter into repurchase
agreements on behalf of the Corporation only with financial institutions deemed
to present minimal risk of bankruptcy during the term of the agreement based on
guidelines established and periodically reviewed by the Directors. Repurchase
agreements are considered loans under the Investment Company Act of 1940, as
amended.

RESTRICTED AND ILLIQUID 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 "Act"), or an exemption from registration. Illiquid
Securities are securities that may not be sold within 7 days or less for
approximately their carrying value. The Prime Obligations and Treasury
Securities Funds may invest up to 10% of their net assets in illiquid
securities. The Intermediate Government, GNMA and Equity Growth Funds are
limited to 15% of their net assets in illiquid securities. Restricted securities
eligible for resale pursuant to Rule 144A under the Act and privately placed
commercial paper that have a readily available market are not considered
illiquid for the purposes of this limitation. The Sub-Adviser will monitor the
liquidity of such restricted securities under the supervision of the Board of
Directors of the Corporation.

Rule 144A Securities are restricted securities that have not been registered
under the Securities Act of 1933 but which may be traded between certain
qualified institutional investors, including investment companies. The absence
of a secondary market may affect the value of Rule 144A Securities.

Section 4(2) commercial paper is issued in reliance on an exemption from
registration under Section 4(2) of the 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 an institutional
investor through the issuer or investment dealers who make a market on such
commercial paper.

SECURITIES LENDING--A Fund may lend the securities in which it is invested, in
order to generate additional income, pursuant to agreements requiring that the
loan be continuously secured by cash, securities of the U.S. Government or its
agencies or any combination of cash and such securities as collateral equal to
100% of the market value at all times of the securities lent. The Fund will
continue to receive interest on the securities lent while simultaneously earning
interest on the investment of cash collateral in U.S. Government securities.
Collateral is marked to market daily to provide a level of collateral at least
equal to the value of the securities lent. There may be risks of delay in
receiving additional collateral or risks of delay in recovery of the securities
or even loss of rights in the collateral should the borrower of the securities
fail financially.

SHORT SALES--Selling securities short involves selling securities the seller
does not own (but has borrowed) in anticipation of a decline in the market price
of such securities. To deliver the securities to the buyer, the seller

26
<PAGE> 29

must arrange through a broker to borrow the securities and, in so doing, the
seller becomes obligated to replace the securities borrowed at their market
price at the time of replacement. In a short sale, the proceeds the seller
receives from the sale are retained by a broker until the seller replaces the
borrowed securities. The seller may have to pay a premium to borrow the
securities and must pay any dividends or interest payable on the securities
until they are replaced.

A Fund may only sell securities short "against the box." 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
issuer as the securities that are sold short.

A Fund may also maintain short positions in forward currency exchange
transactions, which involve the Fund's agreeing to exchange currency that it
does not own at the time of such agreement for another currency at a future date
and specified price in anticipation of a decline in the value of the currency
sold short relative to the currency that the Fund has contracted to receive in
the exchange. To ensure that any short position of a Fund is not used to achieve
leverage, a Fund establishes with its custodian a segregated account consisting
of cash or liquid, high grade debt securities equal to the fluctuating market
value of the currency as to which any short position is being maintained.

U.S. GOVERNMENT AGENCY OBLIGATIONS-- certain federal agencies such as the
Government National Mortgage Association ("GNMA") have been established as
instrumentalities of the United States Government to supervise and finance
certain types of activities. Issues of these agencies, while not direct
obligations of the United States Government, are either backed by the full faith
and credit of the United States (e.g., GNMA) or supported by the issuing
agencies' right to borrow from the Treasury. The issues of other agencies are
supported by the credit of the instrumentality (e.g., Federal National Mortgage
Association).

U.S. TREASURY OBLIGATIONS--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 Interest and Principal Securities ("STRIPS").

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase commitment.
The Funds will maintain with the custodian a separate account with liquid high
grade debt securities or cash in an amount at least equal to these commitments.
The interest rate realized on these securities is fixed as of the purchase date
and no interest accrues to the Fund before settlement. These securities are
subject to market fluctuation 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 portfolio, a Fund may dispose of a when-issued security or forward
commitment prior to settlement if it deems appropriate. One form of when-issued
or delayed delivery security that the GNMA Fund may purchase is a "to be
announced" ("TBA") mortgage-backed security. A TBA transaction arises when a
mortgage-backed security, such as a GNMA pass-through security, is purchased or
sold with the specific pools that will

27
<PAGE> 30

constitute that GNMA pass-through security to be announced on a future
settlement date.

RESTRAINTS ON INVESTMENTS BY MONEY MARKET FUNDS--Investments by money market
funds are subject to limitations imposed under regulations adopted by the SEC.
These regulations generally require money market funds to acquire only U.S.
dollar obligations maturing in 397 days or less and to maintain a
dollar-weighted average portfolio maturity of 90 days or less. In addition, the
funds may acquire only obligations that present minimal credit risks and that
are "eligible securities" which means they are (i) rated, at the time of
investment, by at least two nationally recognized security rating organizations
(one if it is the only organization rating such obligation) in the highest
short-term rating category or, if unrated, determined to be of comparable
quality (a "first tier security"), or (ii) rated according to the foregoing
criteria in the second highest short-term rating category or, if unrated,
determined to be of comparable quality ("second tier security"). A security is
not considered to be unrated if its issuer has outstanding obligations of
comparable priority and security that have a short-term-rating. In determining
whether obligations are eligible securities, the rating of the issuer's
commercial paper, if any, is used for the above tests. In addition, investments
in second tier securities are subject to further constraints that (i) no more
than 5% of a fund's assets may be invested in such securities in the aggregate,
and (ii) any investment in such securities of one issuer is limited to the
greater of 1% of each fund's total assets or $1 million. Each fund may invest up
to 25% of its total assets in first tier securities of a single issuer for three
business days.

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<PAGE> 31

[This page intentionally left blank.]
<PAGE> 32

[INVENTOR FUNDS LOGO]

- ---------------------
INVENTOR FUNDS

INVESTMENT ADVISER

Integra Trust Company

SUB ADVISER

Weiss, Peck & Greer, L.L.C.

ADMINISTRATOR
SEI Financial Management Corporation

TRANSFER AGENT

DST Systems, Inc.

DISTRIBUTOR
SEI Financial Services Company

COUNSEL
Morgan, Lewis & Bockius

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P.

INT-F-251-02

PROSPECTUS
PENNSYLVANIA TAX-EXEMPT
MONEY MARKET FUND

PENNSYLVANIA MUNICIPAL
BOND FUND

AUGUST 28, 1995

<PAGE> 33

- -------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<S> <C>
Summary...................... 2
Expense Summary.............. 4
Financial Highlights......... 6
The Corporation.............. 7
Investment Objectives and
Policies ................. 7
Risk Factors................. 8
Investment Limitations....... 9
Fundamental Policies......... 9
The Adviser.................. 9
The Sub-Adviser.............. 10
The Administrator............ 10
The Transfer Agent........... 10
The Distributor.............. 11
How to Purchase Shares....... 11
Exchanges.................... 14
Redemption of Shares......... 15
Performance.................. 17
Taxes........................ 18
General Information.......... 19
Description of Permitted
Investments
and Risk Factors............. 20
</TABLE>

<PAGE> 34

PROSPECTUS

[INVENTOR FUNDS LOGO]

Investment Adviser:

INTEGRA TRUST COMPANY, NATIONAL ASSOCIATION

PENNSYLVANIA TAX-EXEMPT MONEY MARKET FUND
PENNSYLVANIA MUNICIPAL BOND FUND

CLASS A

AS WITH ANY MUTUAL FUND, AN INVESTMENT IN THE PENNSYLVANIA TAX-EXEMPT MONEY
MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN
BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

AUGUST 28, 1995

<PAGE> 35

SUMMARY

Inventor Funds, Inc. (the "Corporation") is an open-end management investment
company which provides a convenient way to invest in professionally managed
portfolios of securities. This Summary provides basic information about the
Class A shares of the Corporation's Pennsylvania Tax-Exempt Money Market Fund
and Pennsylvania Municipal Bond Fund (each a "Fund" and, together, the "Funds").

What are the Investment Objectives and Policies of each of Fund? THE
PENNSYLVANIA TAX-EXEMPT MONEY MARKET FUND seeks to provide current income exempt
from regular federal income and Pennsylvania personal income taxes, consistent
with stability of principal by investing in high quality debt obligations issued
by or on behalf of the Commonwealth of Pennsylvania and its political
subdivisions and financing authorities ("Pennsylvania Municipal Securities").
THE PENNSYLVANIA MUNICIPAL BOND FUND seeks to provide current income exempt from
both regular federal income and Pennsylvania personal income taxes while
preserving capital by investing in investment grade Pennsylvania Municipal
Securities. See "Investment Objectives and Policies" and "Description of
Permitted Investments and Risk Factors." There is no assurance that a Fund will
meet its investment objective.

What are the Risks Involved with an Investment in the Funds? THE PENNSYLVANIA
TAX-EXEMPT MONEY MARKET FUND seeks to maintain a net asset value of $1.00 per
share. There can be no assurance that the Fund will be able to maintain a net
asset value of $1.00 per share on a continuous basis. Shares of the PENNSYLVANIA
MUNICIPAL BOND FUND will fluctuate in value with the value of its underlying
portfolio securities. Values of fixed income securities in which the
Pennsylvania Municipal Bond Fund invests tend to vary inversely with interest
rates and be affected by other market and economic factors as well. Both Funds
are non-diversified portfolios that invest in Pennsylvania Municipal Securities,
which entail certain risks involved in investing in municipal securities.

Who is the Adviser? Integra Trust Company serves as the Adviser of the
Corporation. See "Expense Summary" and "The Adviser."

Who is the Sub-Adviser? Weiss, Peck & Greer, L.L.C. serves as Sub-Adviser to
the Funds. See "The Sub-Adviser."

Who is the Administrator? SEI Financial Management Corporation serves as the
Administrator and shareholder servicing agent of the Corporation. See "Expense
Summary" and "The Administrator."

Who is the Transfer Agent? DST Systems, Inc. serves as transfer agent and
dividend disbursing agent for the Corporation. See "The Transfer Agent."

Who is the Distributor? SEI Financial Services Company serves as distributor of
the Corporation's shares. See "The Distributor."

How do I Purchase and Redeem Shares? Purchases and redemptions of shares may be
made on any day on which both the New York Stock Exchange and the Federal
Reserve wire systems are open for business ("Business Days"). A purchase order
for shares will be executed at a per share price equal to the net asset value
per share next determined after the receipt of the purchase order plus any

2
<PAGE> 36

applicable sales charges. The minimum initial investment is $500 ($100 for
officers, directors, employees, or retirees of Integra Trust Company, and its
affiliates). Net asset value is determined as of the close of business of the
New York Stock Exchange (currently 4:00 p.m., Eastern Time) for the Pennsylvania
Municipal Bond Fund on any Business Day and 2:00 p.m., Eastern Time for the
Pennsylvania Tax-Exempt Money Market Fund, on any Business Day. Redemption
orders must be placed prior to 4:00 p.m., Eastern Time for the Pennsylvania
Municipal Bond Fund and 2:00 p.m., Eastern Time for the Pennsylvania Tax-Exempt
Money Market Fund, on any Business Day for the order to be effective that day.
See "Purchase of Shares" and "Redemption of Shares."

3
<PAGE> 37

EXPENSE SUMMARY
CLASS A

<TABLE>
<CAPTION>
PENNSYLVANIA
TAX-EXEMPT PENNSYLVANIA
MONEY MARKET MUNICIPAL BOND
SHAREHOLDER TRANSACTION EXPENSES FUND FUND

- --------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Load Imposed on
Purchases (as a percentage of offering price) None 4.00%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) None None
Maximum Contingent Deferred Sales Charge None None
Exchange Fee None None
Wire Redemption Fee $10 $10
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Advisory Fees
(after fee waivers) (1) .21% .52%
Rule 12b-1 Fees (after fee waivers) (2) .00% .00%
Other Expenses .34% .33%
Total Operating Expenses
(after fee waivers) (3) .55% .85%
</TABLE>

(1) The Adviser has agreed to waive a portion of its fees. The Adviser
reserves the right to terminate the waiver at any time in its sole
discretion. Absent such fee waivers, advisory fees would be .45% for the
Pennsylvania Tax-Exempt Money Market Fund, and .70% for the Pennsylvania
Municipal Bond Fund.

(2) The Class A Plan provides that Class A shares will bear the costs of
distribution expenses and related service fees at the annual rate of
.25% of each Fund's average daily net assets. The Distributor has agreed
to voluntarily waive any fees payable pursuant to the Plan. The
Distributor reserves the right to terminate this waiver at anytime in
its sole discretion.

(3) Absent the Adviser's voluntary fee waivers and the Distributor's waiver
of 12b-1 fees, total operating expenses would be 1.04% for the
Pennsylvania Tax-Exempt Money Market Fund, and 1.36% for the
Pennsylvania Municipal Bond Fund.

4
<PAGE> 38

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

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

An investor in a Fund would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of each time period:

<TABLE>
<S> <C> <C> <C> <C>
Pennsylvania Tax-Exempt Money Market Fund $ 6 $18 $31 $ 69
Pennsylvania Municipal Bond Fund $ 48 $66 $85 $141
</TABLE>

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

Long-term investors may pay more than the equivalent of the maximum front-end
sales charges otherwise permitted by the Rules of the National Association of
Securities Dealers, Inc. ("NASD").

5
<PAGE> 39

FINANCIAL HIGHLIGHTS

The following information has been audited by Coopers & Lybrand L.L.P., the
Trust's independent accountants, as indicated in their report dated June 9,
1995, on the Corporation's financial statements as of April 30, 1995, included
in the Corporation's Statement of Additional Information under "Financial
Information." This table should be read in conjunction with the Corporation's
financial statements and notes thereto. Additional information is set forth in
the 1995 Annual Report to Shareholders and is available without charge by
calling 1-800-6INVENT.

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
NET REALIZED DISTRIBUTIONS
NET ASSET AND DISTRIBUTIONS FROM NET ASSET NET ASSETS
VALUE NET UNREALIZED FROM NET REALIZED VALUE END
BEGINNING INVESTMENT SALES INVESTMENT CAPITAL END TOTAL OF PERIOD
OF PERIOD INCOME ON SECURITIES INCOME GAINS OF PERIOD RETURN (000)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------
PENNSYLVANIA MUNICIPAL BOND
- -------------------------------
Class A
1995(1)(3)................ $ 10.00 $ 0.29 $0.04 $ (0.29) -- $ 10.04 3.38%+ $ 34,638
- -------------------------------------------
PENNSYLVANIA TAX-EXEMPT MONEY MARKET
- -------------------------------------------
Class A
1995(2)................... 1.00 0.02 -- (0.02) -- 1.00 2.32+ 56,668

<CAPTION>
RATIO OF NET
RATIO OF INVESTMENT TO AVERAGE TO AVERAGE
EXPENSES INCOME NET ASSETS NET ASSETS PORTFOLIO
TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER
NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE
-----------------------
<S> <C> <C> <C> <C> <C>
- ---------------------------
PENNSYLVANIA MUNICIPAL BOND
- ---------------------------
Class A
1995(1)(3)................ 0.85% 4.05% 1.36% 3.54% 4%
- ---------------------------
PENNSYLVANIA TAX-EXEMPT MON
- ---------------------------
Class A
1995(2)................... 0.55 3.21 1.04 2.72 --
</TABLE>

+ Returns are for the period indicated and have not been annualized.

(1) Commenced operations on August 10, 1994. All ratios for the period have been
annualized.

(2) Commenced operations on August 8, 1994. All ratios for the period have been
annualized.

(3) Total Return does not reflect the sales charge.

6
<PAGE> 40

THE CORPORATION

Inventor Funds, Inc. (the "Corporation") is an open-end management investment
company that offers common stock ("shares") in the Funds through separate
Classes (Class A and Class B), which provide for variations in sales charges,
distribution costs, voting rights and dividends. This Prospectus offers Class A
shares of the Corporation's Pennsylvania Tax-Exempt Money Market Fund and
Pennsylvania Municipal Bond Fund (each a "Fund" and, together, the "Funds").
Additional information pertaining to the Corporation may be obtained in writing
from SEI Financial Services Company, 680 East Swedesford Road, Wayne,
Pennsylvania 19087-1658 or by calling 1-800-6INVENT (1-800-646-8368).

INVESTMENT OBJECTIVES AND POLICIES

Each Fund has its own investment objectives and policies. There is no assurance
that the investment objective of a Fund will be met.

PENNSYLVANIA TAX-EXEMPT MONEY MARKET FUND

The investment objective of the Fund is to provide current income exempt from
regular federal income tax and Pennsylvania personal income taxes, consistent
with stability of principal. It is a fundamental policy of the Fund to use its
best efforts to maintain a constant net asset value of $1.00 per share.

The Fund intends to comply with regulations of the Securities and Exchange
Commission ("SEC") applicable to money market funds. These regulations impose
certain quality, maturity and diversification restraints on investments by the
Fund.

The Fund invests primarily in Pennsylvania Municipal Securities (as defined
below) with remaining maturities of 397 days or less. As a matter of fundamental
policy, the Fund invests its assets so that at least 80% of its annual interest
income is not only exempt from regular federal income tax and Pennsylvania
personal income taxes, but is not considered a preference item for purposes of
the alternative minimum tax. Pennsylvania Municipal Securities are debt
obligations issued by or on behalf of the Commonwealth of Pennsylvania and its
political subdivisions and financing authorities, and obligations of the United
States, including territories and possessions of the United States, the income
from which is, in the opinion of qualified legal counsel, exempt from federal
regular income tax and Pennsylvania state income tax imposed upon non-corporate
taxpayers.

Pennsylvania Municipal Securities in which the Fund invests must either be rated
in one of the two highest short-term rating categories by one or more nationally
recognized statistical rating organizations ("NRSROs") or be of comparable
quality as determined by the Sub-Adviser to securities having such rating.
Certain of the Fund's acceptable investments may have been credit enhanced by a
guaranty, letter of credit or insurance. The Fund typically evaluates the credit
quality and ratings of credit enhanced securities based upon the financial
condition and ratings of the party providing the credit enhancement (the "credit
enhancer"), rather than the issuer. The bankruptcy, receivership or default of
the credit enhancer will adversely affect the quality and marketability of the
underlying security.

The Fund may invest in variable and floating rate obligations, may purchase
securities on a "when-issued" basis and reserves the right to engage in
transactions involving standby commitments and repurchase agreements.

For temporary defensive purposes when, in the opinion of the Sub-Adviser,
Pennsylvania Municipal Securities of sufficient quality are not readily
available, the Fund can invest up to 100% of its assets in securities which pay
interest exempt only from federal income taxes and in taxable securities.

7
<PAGE> 41

PENNSYLVANIA MUNICIPAL BOND FUND

The Pennsylvania Municipal Bond Fund seeks to provide current income exempt from
both regular federal income and Pennsylvania personal income tax while
preserving capital.

The Pennsylvania Municipal Bond Fund invests primarily in investment grade
Pennsylvania Municipal Securities that are bonds and municipal lease
obligations. For these purposes, bonds include bonds, notes and debentures. The
Fund has a fundamental policy to be fully invested under normal conditions in
Pennsylvania Municipal Securities that produce interest exempt from both regular
federal and Pennsylvania personal income tax. The Fund may invest up to 10% of
its assets in Pennsylvania Municipal Securities the interest on which is a
preference item for purposes of the alternative minimum tax.

Pennsylvania Municipal Securities in which the Fund invests either have the
rating set forth below or, if not rated, are of comparable quality as determined
by the Sub-Adviser: (i) bonds rated BBB or better by S&P or Baa or better by
Moody's; (ii) notes rated at least SP-1 by S&P or MIG-1 or VMIG-1 by Moody's;
and (iii) tax-exempt commercial paper rated at least A-1 by S&P or Baa by
Moody's. Pennsylvania Municipal Securities owned by the Fund which become less
than the prescribed investment quality shall be sold at a time when, in the
Adviser's judgment, it does not substantially impact the market value of the
Fund.

Debt rated BBB or Baa 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. Such
bonds lack outstanding investment characteristics and in fact have speculative
characteristics as well.

The Fund may invest in variable and floating rate obligations, may purchase
securities on a "when-issued" basis, and reserves the right to engage in
transactions involving standby commitments and repurchase agreements.

The Fund will maintain a dollar-weighted average portfolio maturity of seven
years or less. Each security purchased will have a maximum maturity of fifteen
years.

RISK FACTORS

Since each Fund invests primarily in Pennsylvania Municipal Securities, the
value of its shares may be especially affected by factors pertaining to the
Pennsylvania economy and other factors specifically affecting the ability of
issuers of Pennsylvania Municipal Securities to meet their obligations. As a
result, the value of each Fund's shares may fluctuate more widely than the value
of shares of a portfolio investing in securities relating to a number of
different states. The ability of state, county and local governments to meet
their obligations will depend primarily on the availability of tax and other
revenues to those governments and on their fiscal conditions generally. The
amounts of tax and other revenues available to governmental issuers of
Pennsylvania Municipal Securities may be affected from time to time by economic,
political and demographic conditions within the state. In addition,
constitutional or statutory restrictions may limit a government's power to raise
revenues or increase taxes. Further, payments of principal and

8
<PAGE> 42

interest on limited obligation securities will depend on the economic condition
of the facility or specific revenue source from whose revenues the payments will
be made, which in turn could be affected by economic, political and demographic
conditions in the state. Moreover, each Fund is classified as "non-diversified"
because it may invest in obligations of a relatively limited number of issuers.

For additional information regarding permitted investments see "Description of
Permitted Investments and Risk Factors" in this Prospectus and the Statement of
Additional Information.

INVESTMENT LIMITATIONS

Each Fund may not:

1. Purchase any securities which would cause more than 25% of the total assets
of the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to investments in obligations issued or guaranteed by
the United States Government or its agencies and instrumentalities and
securities issued by state and local governments.

The foregoing percentage limitation will apply at the time of the purchase of a
security. Additional investment limitations are set forth in the Statement of
Additional Information.

FUNDAMENTAL POLICIES

THE ADVISER

Integra Trust Company (the "Adviser"), serves as the investment adviser for the
Funds. The Adviser sets investment policies, and continuously reviews,
supervises and administers each Fund's investment program. The Adviser
discharges its responsibilities subject to the supervision of, and policies set
by, the Directors of the Corporation.

The Adviser is entitled to a fee, which is calculated daily and paid monthly, at
an annual rate of .45% and .70% of the average daily net assets of the
Pennsylvania Tax-Exempt Money Market Fund and the Pennsylvania Municipal Bond
Fund, respectively. The Adviser may from time to time waive all or a portion of
its fee in order to limit the operating expenses of a Fund. Any such waiver is
voluntary and may be terminated at any time in the Adviser's sole discretion.
For the fiscal year ended April 30, 1995, the Adviser received an advisory fee
of .22% and .53% from the Pennsylvania Tax-Exempt Money Market and the
Pennsylvania Municipal Bond Funds, respectively, based on each Fund's average
net assets.

9
<PAGE> 43

have to make other investment advisory arrangements.

THE SUB-ADVISER

Weiss, Peck & Greer, L.L.C. ("WPG" or the "Sub-Adviser") serves as the
Pennsylvania Tax-Exempt Money Market and the Pennsylvania Municipal Bond Funds'
investment sub-adviser under a sub-advisory agreement (the "Sub-Advisory
Agreement") with the Adviser. Under the Sub-Advisory Agreement, WPG makes the
investment decisions for the assets of the Funds, and continuously reviews,
supervises and administers the Funds' investment program. WPG is independent of
the Adviser and discharges its responsibilities subject to the supervision of,
and policies set by, the Adviser and the Directors of the Corporation.

For its services, WPG is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .05% of the average daily net assets of the
Pennsylvania Tax-Exempt Money Market Fund and .18% of the average daily net
assets of the Pennsylvania Municipal Bond Fund. The Sub-Adviser may from time to
time waive all or a portion of its fee from the Adviser. For the fiscal year
ended April 30, 1995, WPG received a fee from the Adviser of .05% for the
Pennsylvania Tax-Exempt Money Market Fund and .18% for the Pennsylvania
Municipal Bond Fund based on each Fund's average daily net assets.

WPG is a limited liability company founded in 1970, and engages in investment
management, venture capital management and management buyouts. WPG has been
active since its founding in managing portfolios of tax exempt securities. At
December 31, 1994, total assets under management were approximately $13 billion.
The principal business address of WPG is One New York Plaza, New York, New York
10004.

Janet A. Fiorenza has served as the portfolio manager for the Pennsylvania
Tax-Exempt Money Market Fund since its inception. Ms. Fiorenza, Principal and
Senior Portfolio Manager, has been a member of WPG or its predecessor since
1980.

S. Blake Miller, CFA, has served as portfolio manager to the Pennsylvania
Municipal Bond Fund. Mr. Miller is an associate Principal of the Tax-Exempt
Fixed Income Management Department for the Sub-Adviser and has been a portfolio
manager with the Sub-Adviser or its predecessor since 1986.

THE ADMINISTRATOR

SEI Financial Management Corporation (the "Administrator"), a wholly-owned
subsidiary of SEI Corporation ("SEI"), provides the Corporation with
administrative services, including all fund accounting, regulatory reporting,
necessary office space, equipment, personnel, and facilities. The Administrator
also serves as shareholder servicing agent of the Funds.

The Administrator is entitled to a fee, calculated daily and paid monthly, at a
maximum annual rate of .18% of the average daily net assets of the Pennsylvania
Municipal Bond Fund, and .15% of the average daily net assets of the
Pennsylvania Tax-Exempt Money Market Fund. The Administrator may from time to
time waive all or a portion of its fee in order to limit the operating expenses
of the Pennsylvania Municipal Bond Fund.

THE TRANSFER AGENT

DST Systems, Inc. ("DST" or "Transfer Agent"), 210 W. 10th Street, Kansas City,
Missouri 64105, serves as transfer agent and dividend disbursing agent for the
Corporation.

10
<PAGE> 44

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary of
SEI, serves as distributor. Class A shares of the Corporation have a Rule 12b-1
Distribution Plan (the "Class A Plan"), under which such shares bear
distribution expenses and related service fees at the annual rate of up to .25%
of their average daily net assets. Financial institutions that are the record
owner of shares for the account of their customers may impose separate fees for
account services to their customers.

The Funds may execute brokerage or other agency transactions through the
Distributor for which the affiliate or the Distributor receives compensation.

HOW TO PURCHASE SHARES

Class A shares of the Funds may be purchased by mail, by wire or through an
automatic investment plan ("AIP"). Shares may also be purchased through
broker-dealers, including Integra Brokerage Services Company and Personal
Investment Services, Inc., that have established a dealer agreement with the
Distributor.

HOW TO PURCHASE BY MAIL

You may purchase Class A shares of a Fund by completing and signing an Account
Application form and mailing it, along with a check (or other negotiable bank
instrument or money order) payable to "Inventor Funds (Fund Name)," P.O. Box
419320, Kansas City, Missouri 64141-6320. You may purchase more shares at any
time by mailing payment to DST at the above address. Orders placed by mail will
be executed on receipt of your payment. If your check does not clear, your
purchase will be canceled and you could be liable for any losses or fees
incurred.

You may obtain Account Application forms by calling the Fund at 1-800-6INVENT
(1-800-646-8368).

HOW TO PURCHASE BY WIRE

You may purchase shares by wiring Federal funds, provided that your Account
Application has been previously received. You must wire funds to DST and the
wire instructions must include your account number. You must call the Fund at
1-800-6INVENT (1-800-646-8368) before wiring any funds. An order to purchase
shares by Federal funds wire will be deemed to have been received by the Fund on
the Business Day (defined below) of the wire; provided that the Federal funds
wire is received by DST prior to 4:00 p.m., Eastern Time for the Pennsylvania
Municipal Bond Fund and 2:00 p.m., Eastern Time for the Pennsylvania Tax-Exempt
Money Market Fund. If DST does not receive notice by 4:00 p.m., Eastern Time for
the Pennsylvania Municipal Bond Fund and 2:00 p.m., Eastern Time for the
Pennsylvania Tax-Exempt Money Market Fund, on the Business Day of the wire, the
order will be executed on the next Business Day.

HOW TO PURCHASE THROUGH AN
AUTOMATIC INVESTMENT PLAN ("AIP")

GENERAL INFORMATION

You may purchase Class A shares of the Funds on any day on which both the New
York Stock

11
<PAGE> 45

Exchange and Federal Reserve wire systems are open for business ("Business
Days"). The minimum initial investment in any Fund is $500 ($100 for officers,
directors, employees, or retirees of Integra Trust Company, or its affiliates).
The Distributor may waive the minimum investment at its discretion. Subsequent
purchases of shares must be at least $25.

A purchase order for shares will be effective as of the Business Day received by
the Transfer Agent if the Transfer Agent receives the order and payment before
4:00 p.m., Eastern Time for the Pennsylvania Municipal Bond Fund and 2:00 p.m.,
Eastern Time for the Pennsylvania Tax-Exempt Money Market Fund. The purchase
price (the "Offering Price") of Class A shares is the net asset value next
determined after the purchase order is effective plus any applicable sales
charge.

The net asset value per share is determined as of the close of business of the
New York Stock Exchange (currently 4:00 p.m., Eastern Time) for the Pennsylvania
Municipal Bond Fund and as of 2:00 p.m., Eastern Time for the Pennsylvania
Tax-Exempt Money Market Fund on each Business Day by dividing the total market
value of that Fund's investments and other assets, less any liabilities, by the
total outstanding shares of the Fund. Purchases will be made in full and
fractional shares calculated to three decimal places. Pursuant to guidelines
adopted and monitored by the Directors of the Corporation, each Fund may use a
pricing service to provide market quotations or fair market valuations. A
pricing service may derive such valuations through the use of a matrix system to
value fixed income securities which considers factors such as securities prices,
yield features, ratings, and developments related to a specific security.
Although the methodology and procedures for determining net asset value are
identical for both classes of a Fund, the net asset value per share of such
classes may differ because of the distribution expenses charged to Class A
shares.

Shareholders who own their shares of record and who desire to transfer
registration of their shares should contact the Fund at 1-800-6INVENT
(1-800-646-8368).

HOW TO PURCHASE THROUGH FINANCIAL
INSTITUTIONS

Customers who desire to transfer the registration of shares beneficially owned
by them but held of record by a financial institution should contact the
institution to accomplish such change.

12
<PAGE> 46

SALES LOAD

The following table shows the regular sales charge on Class A shares of the
Pennsylvania Municipal Bond Fund to a "single purchaser" (defined below)
together with the sales charge that is reallowed to certain financial
intermediaries (the "reallowance").

Reduced Sales Charge:
Rights of Accumulation

13
<PAGE> 47

Reduced Sales Charge: Letter of Intent

By submitting a Letter of Intent (the "Letter") to the Distributor, a "single
purchaser" may purchase shares of the Funds during a 13-month period at the
reduced sales charge rates applying to the aggregate amount of the intended
purchases stated in the Letter. The Letter may apply to purchases made up to 90
days before the date of the Letter. To receive credit for such prior purchases
and later purchases benefitting from the Letter, you must notify the Transfer
Agent at the time the Letter is submitted that there are prior purchases that
may apply, and notify the Transfer Agent again at the time of later purchases
that such purchases are applicable under the Letter.

Waiver of Sales Load

No sales charge is imposed on shares of the Funds: (i) issued as dividends and
capital gain distributions; (ii) acquired through the exercise of exchange
privileges described below; (iii) sold to officers, directors, employees, or
retirees of the Corporation, Integra Financial Corporation and its subsidiaries
and affiliates; (iv) sold to certain accounts for which the Adviser or
subsidiaries, affiliates and correspondents of Integra Trust Company, serve in a
fiduciary, agency or custodial capacity; (v) issued in plans of reorganization,
such as mergers, asset acquisitions and exchange offers, to which the
Corporation is a party; (vi) purchased with the proceeds of distributions from
employee benefit plans for which the Adviser or its affiliates act in a
custodial or fiduciary capacity; (vii) purchased within thirty days of a
redemption of Class A shares of such Funds (only up to the amount of such
redemption) or (viii) sold to tax-exempt organizations enumerated in Section
501(c) of the Code, or qualified employee benefit plans created under Sections
401, 403(b)(7) or 457 of the Code (but not IRAs or SEPs). Reduced sales charges
are available on shares of the Funds sold to certain eligible customers. Please
see the Statement of Additional Information for further information on reduced
sales charges. You must notify the Transfer Agent at the time of your purchase
if you are eligible for a waiver of the sales load.

EXCHANGES

Exchanges will be made only after instructions in writing or by telephone (an
"Exchange Request") are received by the Transfer Agent. If an Exchange Request
in good order is received by the Transfer Agent by 4:00 p.m., Eastern Time for
the Pennsylvania Municipal Bond Fund and 2:00 p.m., Eastern Time for the
Pennsylvania Tax-Exempt Money Market Fund, on any Business Day, the exchange
will occur on that day. The exchange privilege may be exercised only in those
states where the class or shares of the "new" fund may legally be sold.

14
<PAGE> 48

The Corporation reserves the right to change the terms or conditions of the
exchange privilege discussed herein upon sixty days' notice.

REDEMPTION OF SHARES

BY MAIL

A written request for redemption must be received by the Transfer Agent in order
to constitute a valid redemption request.

BY TELEPHONE

You may request a wire redemption by calling the Fund at 1-800-6INVENT
(1-800-646-8368), who will deduct a wire charge of $10 from the amount of the
wire redemption. Shares cannot be redeemed by Federal Reserve wire on Federal
holidays restricting wire transfers.

Neither the Transfer Agent nor the Corporation will be responsible for any loss,
liability, cost or expense for acting upon wire or telephone instructions that
it reasonably believes to be genuine. The Corporation and Transfer Agent will
each employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, including requiring a form of personal identification
prior to acting upon instructions received by telephone and recording telephone
instructions. The Corporation or the Transfer Agent may be liable for losses due
to unauthorized or fraudulent instructions if it does not employ these
procedures. Such procedures may include taping of telephone conversations.

ELECTRONIC FUNDS TRANSFER SERVICE

Electronic Funds Transfer Service lets you authorize electronic transfers of
money to buy or sell shares of a Fund or move money between your bank account
and your Fund account with one phone call. Allow two to three business days
after the call for the transfer to take place. For money recently invested,
allow normal check-clearing time (up to seven days) before redemption proceeds
are sent to your bank. If you redeem by telephone and, specifically request this
service, you will not be charged the $10 wire fee applicable to same day wire
redemptions.

15
<PAGE> 49

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

It is generally not in your best interest to be participating in the SWP at the
same time that you are purchasing additional shares if you have to pay a sales
load in connection with such purchases.

CHECKWRITING SERVICE

You may redeem Shares by writing checks on your Pennsylvania Tax-Exempt Money
Market Fund account for $500 or more per check. Once you have signed and
returned a signature card, you will receive a supply of checks. The check may be
made payable to any person, and your account will continue to earn dividends
until the check clears. Because of the difficulty of determining in advance the
exact value of a Fund account, you may not use a check to close your account.
These checks are free, but your account will be charged a fee of $10 on stopping
payment of a check upon your request or if the check cannot be honored because
of insufficient funds or other valid reasons.

OTHER INFORMATION REGARDING REDEMPTIONS

All redemption orders are effected at the net asset value per share next
determined after receipt of a valid request for redemption. Net asset value per
share is determined as of the close of business of the New York Stock Exchange
(currently 4:00 p.m., Eastern Time) for the Pennsylvania Municipal Bond Fund and
2:00 p.m., Eastern Time for the Pennsylvania Tax-Exempt Money Market Fund, on
any Business Day.

Due to the relatively high costs of handling small investments, each Fund
reserves the right to redeem your shares at net asset value, if, because of
redemptions, your account in any Fund has a value of less than the minimum
initial purchase amount (normally $500; and $100 for directors, officers,
employees, or retirees of the Adviser or its affiliates). Accordingly, if you
purchase shares of any Fund in only the minimum investment amount, you may be
subject to involuntary redemption if you redeem any shares. Before any Fund
exercises its right to redeem such shares, you will be given notice that the
value of the shares in your account is less than the minimum amount and will be
allowed 60 days to make an additional investment in such Fund in an amount which
will increase the value of the account to at least the minimum amount.

16
<PAGE> 50

PERFORMANCE

From time to time, the Pennsylvania Municipal Bond Fund may advertise yield and
total return. The Pennsylvania Tax-Exempt Money Market Fund may advertise its
current yield and effective yield. Both Funds may advertise
a tax-equivalent yield. These figures are
based on historical earnings and are not
intended to indicate future performance. No representation can be made
concerning actual future yields or returns.

The "current yield" of the Pennsylvania Tax-Exempt Money Market Fund refers to
the income generated by an investment in the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then "annualized."
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The "effective yield" (also called "effective
compound yield") is calculated similarly but, when annualized, the income earned
by an investment in the Fund is assumed to be reinvested. The effective yield
will be slightly higher than the current yield because of the compounding effect
of this assumed reinvestment.

The "yield" of the Pennsylvania Municipal Bond Fund refers to the income
generated by a hypothetical investment, net of any sales charge imposed in the
Fund over a thirty day period. This income is then "annualized," i.e., the
income over thirty days is assumed to be generated over one year and is shown as
a percentage of the investment.

"Tax-equivalent yield" is calculated by determining the rate of return that
would have to be achieved on a fully taxable investment to produce the aftertax
equivalent of a Fund's yield assuming certain tax brackets for the shareholder.

The "total return" of the Pennsylvania Municipal Bond Fund refers to the average
compounded rate of return on a hypothetical investment for designated time
periods, assuming that the entire investment is redeemed at the end of each
period and assuming the reinvestment of all dividend and capital gain
distributions.

For the Funds, the performance on Class B shares will normally be higher than
that on Class A shares because of the sales load (when applicable) and
distribution expenses charged to Class A shares.

Each Fund may periodically compare its performance to the performance of: other
mutual funds tracked by mutual funds rating services (such as Lipper
Analytical); financial and business publications and periodicals; broad groups
of comparable mutual funds; unmanaged indices which may assume investment of
dividends but generally do not reflect deductions for administrative and
management costs; or other investment alternatives. The Funds may quote
Morningstar, Inc., a service that ranks mutual funds on the basis of risk-
adjusted performance. The Funds may use long-term performance of these capital
market indices to demonstrate general long-term risk versus reward scenarios and
may include the value of a hypothetical investment in any of the capital
markets. The Funds may also quote financial and business publications and
periodicals as they relate to fund management, investment philosophy, and
investment techniques.

17
<PAGE> 51

TAXES

The following summary of federal income tax consequences is based on current tax
laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a detailed
explanation of the federal, state, or local income tax treatment of the Funds or
their Shareholders. In addition, state and local tax consequences of an
investment in the Fund may differ from the federal income tax consequences
described below. Accordingly, Shareholders are urged to consult their tax
advisers regarding specific questions as to federal, state and local income
taxes. Additional information concerning taxes is set forth in the Statement of
Additional Information.

TAX STATUS OF THE FUNDS

TAX STATUS OF DISTRIBUTIONS

Each Fund will distribute all of its net investment income (including net
short-term capital gain) to its respective Shareholders. If, at the close of
each quarter of its taxable year, at least 50% of the value of a Fund's assets
consist of obligations the interest on which is excludable from gross income,
the Fund may pay "exempt-interest dividends" to its Shareholders. Those
dividends constitute the portion of the aggregate dividends as designated by the
Fund, equal to the excess of the excludable interest over certain amounts
disallowed as deductions. Exempt-interest dividends are excludable from a
Shareholder's gross income for Federal income tax purposes, but may have certain
collateral federal income tax consequences, including alternative minimum tax.
See the Statement of Additional Information.

Dividends from a Fund's net investment company taxable income are taxable to its
Shareholders as ordinary income (whether received in cash or in additional
shares) to the extent of the Fund's earnings and profits. Distributions of net
capital gains, if any, are taxable to Shareholders as long-term capital gains,
regardless of how long Shareholders have held their shares and regardless of
whether the distributions are received in cash or in additional shares. Neither
of these distributions qualify for the dividends-received deduction. Each Fund
will provide annual reports to Shareholders of the federal income tax status of
all distributions.

Each Fund intends to make sufficient distributions to avoid liability for the
federal excise tax.

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ADDITIONAL CONSIDERATIONS

The Funds may not be appropriate investments for persons (including corporations
and other business entities) who are "substantial users" (or persons related to
"substantial users") of facilities financed by industrial development private
activity bonds. Such persons should consult their tax advisers before purchasing
shares. A "substantial user" is defined generally to include "certain persons"
who regularly use in their trade or business a part of a facility financed from
the proceeds of such bonds.

Shares of the Funds are not taxable for purposes of the Philadelphia School
District Investment Net Income Tax (Philadelphia School District Tax) or the
personal property tax imposed by Pennsylvania Counties, the City of Pittsburgh
and the Pittsburgh School District to the extent that the Funds' investments
consist of obligations which are themselves exempt from taxation in
Pennsylvania. See the Statement of Additional Information.

While the Funds intend to invest primarily in obligations which produce interest
exempt from Federal and Pennsylvania taxes, if a Fund invests in obligations
that are not exempt for Federal and/or Pennsylvania purposes, a portion of the
Fund's distributions will be subject to Pennsylvania personal income tax.

GENERAL INFORMATION

THE CORPORATION

The Corporation was organized as a Maryland corporation under Articles of
Incorporation dated April 22, 1994. The Articles of Incorporation permit the
Corporation to offer separate portfolios of shares and different classes of each
portfolio. In addition to the Funds, the Corporation consists of the following
portfolios: Prime Obligations Money Market Fund, Treasury Securities Money
Market Fund, Intermediate Government Securities Fund, GNMA Securities Fund, and
Equity Growth Fund. All consideration received by the Corporation for shares of
any Fund and all assets of such Fund belong to that Fund and would be subject to
the liabilities related thereto.

The Corporation pays its expenses, including fees of its service providers,
audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation materials
and reports to Shareholders, costs of custodial services and registering the
shares under federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.

DIRECTORS OF THE CORPORATION

The management and affairs of the Corporation are supervised by the Directors
under the laws of Maryland. The Directors have approved contracts under which,
as described above, certain companies provide essential management services to
the Corporation.

VOTING RIGHTS

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REPORTING

The Corporation issues unaudited financial information semi-annually and audited
financial statements annually. The Corporation furnishes proxy statements and
other reports to Shareholders of record.

SHAREHOLDER INQUIRIES

Shareholders should direct inquiries to the Inventor Funds, Inc., P.O. Box
419320, Kansas City, Missouri 64141-6320, or by calling 1-800-6INVENT
(1-800-646-8368).

DIVIDENDS

Substantially all of the net investment income (exclusive of capital gains) is
declared daily and paid monthly for each Fund. Shareholders of record on the
last Business Day of each month will be entitled to receive the monthly dividend
distribution, which is generally paid on the first Business Day of the following
month. If any net capital gains are realized, they will be distributed by each
Fund at least annually.

The dividends on Class A shares of the Fund will normally be lower than those on
Class B shares because of the distribution expenses charged to Class A shares.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Morgan, Lewis & Bockius serves as counsel to the Corporation. Coopers & Lybrand
L.L.P. serves as the independent accountants of the Corporation.

CUSTODIAN

DESCRIPTION OF PERMITTED INVEST-
MENTS AND RISK FACTORS

The following is a description of the permitted investments for the Funds and
the various risks associated therewith:

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CERTIFICATES OF DEPOSIT--negotiable interest bearing instruments with a specific
maturity. Certificates of deposit are issued by banks and savings and loan
institutions in exchange for the deposit of funds and normally can be traded in
the secondary market prior to maturity. Certificates of deposit have penalties
for early withdrawal.

COMMERCIAL PAPER--unsecured short-term promissory notes issued by
municipalities, corporations and other entities. Maturities on these issues
vary, generally from a few days to nine months.

DEMAND FEATURES--The Funds may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities or by
another third party, and may not be transferred separately from the underlying
security. The Fund uses these arrangements to provide the Fund with liquidity
and not to protect against changes in the market value of the underlying
securities. The bankruptcy, receivership or default by the issuer of the demand
feature, or a default on the underlying security or other event that terminates
the demand feature before its exercise, will adversely affect the liquidity of
the underlying security. Demand features that are exercisable even after a
payment default on the underlying security may be treated as a form of credit
enhancement.

MUNICIPAL LEASES--Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities and may be considered to be illiquid. They may take the form of a
lease, an installment purchase contract, a conditional sales contract, or a
participation certificate in any of the above.

Municipal lease obligations typically are not backed by the municipality's
credit, and their interest may become taxable if the lease is assigned. If funds
are not appropriated for the following year's lease payments, a lease may
terminate, with a possibility of default on the lease obligation and significant
loss to the Fund. Under guidelines established by the Board of Directors, the
credit quality of municipal leases will be determined on an ongoing basis,
including an assessment of the likelihood that a lease will be canceled.

MUNICIPAL SECURITIES--Municipal Securities are generally issued to finance
public works, such as airports, bridges, highways, housing, hospitals, mass
transportation projects, schools, streets, and water and sewer works. They are
also issued to repay outstanding obligations, to raise funds for general
operating expenses, and to make loans to other public institutions and
facilities.

Municipal Securities include industrial development bonds issued by or on behalf
of public

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<PAGE> 55

authorities to provide financing aid to acquire sites or construct and equip
facilities for privately or publicly owned corporations. The availability of
this financing encourages these corporations to locate within the sponsoring
communities and thereby increases local employment.

The two principal classifications of Municipal Securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

PARTICIPATION INTERESTS--Participation interests are interests in Municipal
Securities from financial institutions such as commercial and investment banks,
savings and loan associations and insurance companies. These interests may take
the form of participations, beneficial interests in a trust, partnership
interests or any other form of indirect ownership that allows the Fund to treat
the income from the investment as exempt from federal income tax. The Fund
invests in these participation interests in order to obtain credit enhancement
or demand features that would not be available through direct ownership of the
underlying Municipal Securities.

REPURCHASE AGREEMENTS--agreements by which a financial institution agrees to
sell a security to a Fund and commits to repurchase the security at an agreed
upon price (including principal and interest) on an agreed upon date within a
number of days from the date of purchase. The securities purchased by a Fund
will be held as collateral by the Custodian and will be equal to at least 102%
of the repurchase price. Repurchase agreements are considered to be loans by a
Fund. The Corporation bears a risk of loss in the event the other party defaults
on its obligations and the Corporation is delayed or prevented from its right to
dispose of the collateral securities or if the Corporation realizes a loss on
the sale of the collateral securities. The Adviser will enter into repurchase
agreements on behalf of the Corporation only with financial institutions deemed
to present minimal risk of bankruptcy during the term of the agreement based on
guidelines established and periodically reviewed by the Directors or dealers
recognized by the Federal Reserve. Repurchase agreements are considered loans
under the Investment Company Act of 1940, as amended.

RESTRICTED AND ILLIQUID 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 "Act"), or an exemption from registration. Illiquid
securities are securities that may not be sold within 7 days or less for
approximately their carrying value. The Pennsylvania Municipal Bond Fund and the
Pennsylvania Tax-Exempt Money Market Fund may invest up to 15% and 10% of their
net assets in illiquid securities, respectively. Restricted securities eligible
for resale pursuant to Rule 144A under the Act and privately placed commercial
paper that have a readily available market are not considered illiquid for the
purposes of this limitation. The Sub-Adviser will monitor the liquidity of such
restricted securities under the supervision of the Board of Directors of the
Corporation.

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sence of a secondary market may affect the value of Rule 144A Securities.

STANDBY COMMITMENTS--Some securities dealers are willing to sell Municipal
Securities to the Fund accompanied by their commitments to repurchase the
Municipal Securities prior to maturity, at the Fund's option, for the amortized
cost of the Municipal Securities at the time of repurchase. These arrangements
are not used to protect against changes in the market value of Municipal
Securities. They permit the Fund, however, to remain fully invested and still
provide liquidity to satisfy redemptions. The cost of Pennsylvania Municipal
Securities accompanied by these "standby" commitments could be greater than the
cost of Municipal Securities without such commitments. Standby commitments are
not marketable or otherwise assignable and have value only to the Fund. The
default or bankruptcy of a securities dealer giving such a commitment would not
affect the quality of the Pennsylvania Municipal Securities purchased. However,
without a standby commitment, these securities could be more difficult to sell.
The Fund enters into standby commitments only with those dealers whose credit
the investment adviser believes to be of high quality.

VARIABLE AND FLOATING RATE SECURITIES--Certain of the obligations purchased by a
Fund may carry variable or floating rates of interest, may involve a conditional
or unconditional demand feature and may include variable amount master demand
notes. 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 charges. 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 period exceeding seven days may be considered
illiquid if there is no secondary market for such securities.

RESTRAINTS ON INVESTMENTS BY MONEY MARKET FUNDS--Investments money market funds
are subject to limitations imposed under regulations adopted by the SEC. These
regulations generally require money market funds to acquire only U.S. dollar
obligations maturing in 397 days or less and to maintain a dollarweighted
average portfolio maturity of 90 days or less. In addition, the funds may
acquire only obligations that present minimal

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credit risks and that are "eligible securities" which means they are (i) rated,
at the time of investment, by at least two nationally recognized security rating
organizations (one if it is the only organization rating such obligation) in the
highest short-term rating category or, if unrated, determined to be of
comparable quality (a "first tier security"), or (ii) rated according to the
foregoing criteria in the second highest short-term rating category or, if
unrated, determined to be of comparable quality ("second tier security"). A
security is not considered to be unrated if its issuer has outstanding
obligations of comparable priority and security that have a short-term-rating.