KPM FUNDS INC, 485BPOS, 1999-10-27

KPM FUNDS INC
485BPOS, 1999-10-27

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As filed with the Securities and Exchange Commission on October 27, 1999

1933 Act Registration Number 33-78234
1940 Act Registration Number 811-8488

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|

Post-Effective Amendment No. 7 |X|

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 8 |X|

KPM FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)

10250 Regency Circle
Omaha, NE 68114
(Address of Principal Offices)

Registrant's Telephone Number, including Area Code:
(402) 392-7931

Rodney D. Cerny
10250 Regency Circle
Omaha, NE 68114
(Name and Address of Agent for Service)

Copies of all communications to:
John C. Miles, Esq.
Cline, Williams, Wright, Johnson & Oldfather
1900 U.S. Bank Building, 233 South 13th Street
Lincoln, NE 68508

Approximate Date of Proposed Public Offering:___________________________________

It is proposed that this filing will become effective (check appropriate box)
_____ immediately upon filing pursuant to paragraph (b) of Rule 485 under the
Securities Act of 1933.
__X__ on November 1, 1999 pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ on ________________ pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on ________________ pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:
_____ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

[LOGO]

KPM FUNDS

PROSPECTUS

KPM Equity Portfolio

November 1, 1999

[LOGO]

KPM FUNDS, INC.

KPM EQUITY PORTFOLIO
Providing capital appreciation

PROSPECTUS
November 1, 1999

Investment Adviser
KPM Investment Management, Inc.

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

TABLE OF CONTENTS

Risk/Return Summary............................................................3
Past Performance...............................................................4
Fee Tables.....................................................................5
Investment Objective, Policies and Risks.......................................6
Management.....................................................................8
Distribution of Shares.........................................................9
Pricing of Shares..............................................................9
Purchase of Shares............................................................10
Redemption of Shares..........................................................11
Individual Retirement Accounts................................................13
Dividends and Capital Gain Distributions and Taxes............................13
Financial Highlights..........................................................15
Year 2000 Issue...............................................................15

Risk/Return Summary
- --------------------------------------------------------------------------------

Investment Objective
To provide capital appreciation.

Principal Investment Strategies
At least 65% of the KPM Equity Portfolio's ("Equity Portfolio") total assets
will ordinarily be invested in domestic equity securities consisting of common
stock and other securities convertible into common stock. In making selections
for the Equity Portfolio, the Adviser will use an investment approach based on
fundamental analysis with a value philosophy. The Adviser seeks to identify
small, medium and large capitalized companies that are selling at market prices
below what the Adviser believes to be their intrinsic value.

Principal Risks
The Equity Portfolio may be suitable for investors who wish to invest for the
long term and are willing to accept a high degree of volatility and risk.

o Stock Market Risks: Stock mutual funds are subject to stock market risks
and significant fluctuations in value. If the stock market declines in value,
the Equity Portfolio is likely to decline in value. Therefore, you may lose
money if the value of the Equity Portfolio declines.

o Stock Selection Risks: The stocks selected by the Adviser may decline in
value or not increase in value when the stock market in general is rising
and may fail to meet the Equity Portfolio's objective.

o Liquidity Risks: Liquidity risk is the risk that certain securities may be
difficult or impossible to sell at the time and price that the Adviser would
like to sell. The Adviser may have to sell the securities at a price lower
than it believes reasonable, sell other securities instead, or forego an
investment opportunity, any of which could have a negative effect on fund
management or performance.

o Small and Medium-Sized Companies Risks: The Equity Portfolio may invest in
the stocks of small, medium and large-sized companies. Small and medium-size
companies often have narrower markets for their goods and/or services and more
limited managerial and financial resources than larger, more established
companies. As a result, their performance can be more volatile and they face
greater risk of business failure, which could increase the volatility of the
fund's portfolio.

Please note that an investment in KPM Funds is not a deposit of any bank and is
not issued or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.

Past Performance
- --------------------------------------------------------------------------------

The bar charts and tables below illustrate the variability of the Equity
Portfolio's returns. The bar chart indicates the risks of investing in the
Portfolio by showing the changes in the Portfolio's performances from year to
year on a calendar year basis. The table shows how the Portfolio's average
annual returns for one year and since inception ended December 31, 1998, compare
with those of a broad measure of market performance. The Portfolio's past
performance is not necessarily an indication of how the Portfolio will perform
in the future.

Total Return
(per calendar year)

12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- --------
32.56% 29.05% 20.09% -3.89%

The total return for the nine months ended September 30, 1999 was -5.85%.

Best Quarter: Oct. - Dec. 1998 13.69%
Worst Quarter: July - Sept. 1998 -17.77%

-------------------------------- ---------- ------------
Average annual total return 1 Year Since
through 12/31/98 Inception
-------------------------------- ---------- ------------
KPM Equity Portfolio1 -3.89 16.93
-------------------------------- ---------- ------------
S&P 500 Composite Index2 28.58 28.02
-------------------------------- ---------- ------------

1 KPM Equity Portfolio commenced operations on July 5, 1994.
2 The S&P 500 Composite Index is an index of 500 selected common stocks. The
index consists primarily of stocks with large market capitalizations and
represents approximately two-thirds of the total market value of all U.S. common
stocks. The returns for this index do not reflect any fees or expenses.

Fee Tables
- --------------------------------------------------------------------------------

As an investor, you may pay certain fees and expenses if you buy and hold shares
of the Equity Portfolio. These fees are described in the tables below and
further explained in the example that follows.

SHAREHOLDER FEES1
(fees paid directly from your investment)
- -------------------------------------------------------------- -----------------
Maximum Sales Charge (Load) Imposed on Purchases (as a None
percentage of offering price)
Maximum Deferred Sales Charge (Load) None
(as percentage of offering price)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
Redemption Fee None1
Exchange Fee None
- -------------------------------------------------------------- -----------------

ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that are deducted from Portfolio assets)
- -------------------------------------------------------------- -----------------
Management Fees 0.80%
Distribution and Service (12b-1) Fees2 0.25%
Other Expenses3 0.38%
-----
Total Annual Portfolio Operating Expenses3 1.43%
-----
Expense Reimbursement None
Net Expenses 1.43%
=====
- -------------------------------------------------------------- -----------------
1 Although no sales loads or transaction fees are charged, you will be assessed
a $12.00 fee for outgoing wire transfers and a $25.00 fee for returned checks.

2 Rule 12b-1 fees assessed against Portfolio assets of institutional
shareholders are rebated back to the institutional shareholder accounts by the
Portfolio's Distributor.

3 The amount shown for other expenses and total operating expenses
represent the other expenses and total operating expenses after expense
reimbursements by the Adviser. By contract, the Adviser may voluntarily
reimburse the Equity Portfolio monthly to the extent the annual expenses of the
Portfolio exceed 1.50% of the Portfolio's average daily net assets.

Example: This example is intended to help compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. This example
assumes that:

(1) You invest $10,000 in the Portfolio for the time period indicated and
then redeem all of your shares at the end of those periods,
(2) your investment has a 5% return each year,
(3) all dividends and distributions have been reinvested, and
(4) that the Portfolio's operating expenses remain the same.

Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
----------- ---------- ---------- -----------
1 year 3 years 5 years 10 years
----------- ---------- ---------- -----------
$146 $452 $782 $1,713
----------- ---------- ---------- -----------

Investment Objective, Policies and Risks
- --------------------------------------------------------------------------------

The investment objective, policies and risks of the Portfolio are discussed in
further detail below. Unlike the investment objective, the investment policies
and techniques employed in pursuit of the Portfolio's objectives may be changed
without shareholder approval, unless otherwise identified as fundamental
policies. There is no assurance that these objectives will be achieved.

Investment Objective
The investment objective of the Equity Portfolio is to provide capital
appreciation.

Principal Investment Policies
To reach its investment objective, the Equity Portfolio will ordinarily invest
at least 65% of its total assets in equity securities consisting of common stock
and other securities convertible into common stock. In making selections for the
Equity Portfolio, the Adviser employs a value philosophy utilizing a
conservative "bottom-up" approach based on fundamental analysis. The Adviser's
philosophy can be summarized in its mission statement, which is "to find high
quality companies that are selling at prices we believe are below their
intrinsic value."

The Adviser views "intrinsic value" of a company as the value of a company based
upon:

o the nature of the company's business,
o the amount of earnings power based on a realistic expectation of the
company's asset growth and profitability,
o the level and sustainability of returns relative to the capital employed, and
o the current economic/investment environment.

In terms of "high quality companies," the Adviser seeks companies with a strong
balance sheet, above-average historical growth of sales and earnings, companies
with superior profitability as evidenced by a high return on equity, and strong
management as evidenced by a good historical track record. The Adviser attempts
to buy and hold securities over an anticipated three to five year period.

The Adviser uses several methodologies to value the securities including, but
not limited to, price-to-earnings ratios, price-to-book value ratios, past
and future earnings projections, and strength and vision of management.
The Adviser also uses an analysis of the cash flow generated by the company
related to the amount of invested capital employed. Generally, the Adviser looks
for companies that are selling at a discount price-to-earnings ratio and
discount price-to-book ratio relative to the company's peer group and/or
relative to the market as a whole. The Adviser considers selling securities as
they achieve their target price or when there is a fundamental change in the
company's business prospects or other investment criteria.

There are two areas of the market where the Adviser concentrates its analytical
efforts: (1) large companies and (2) small to medium-sized companies.

Large Companies Stocks: In choosing stocks of large companies, the Adviser
analyzes large capitalization companies well known by the investment community,
but out of favor due to a recent fundamental problem, such as a temporary
decline in earnings. The Adviser defines "large capitalization" as companies
with market capitalizations in excess of $7.5 billion. The Adviser attempts to
take advantage of the short-term oriented thinking displayed by many investment
professionals by analyzing companies whose stocks have been sold off
dramatically due to a quarterly earnings report or monthly sales figure that
comes up short of the published estimates. When the Adviser determines that the
long-term fundamental value of a company has not been harmed by such short-term
earnings expectations, whether or not they ultimately prove to be accurate, the
Adviser will initiate purchases at prices it believes provide solid value.

Small to Medium-Sized Companies Stocks: In selecting stocks of small to
medium-sized companies, the Adviser analyzes small to medium-sized companies
that it believes are not well received or followed by the research community.
These companies range in size from $100 million to $7.5 billion in market
capitalization. The same analysis performed on the large companies is followed
by the Adviser for these smaller to mid-sized companies; however, because of the
lack of widespread published research on these companies, the Adviser may
frequently utilize more direct research techniques, including company
visitations and interviews with management. Investments in smaller
capitalization companies may involve greater risk than investment in other
companies. The securities of smaller capitalized companies may be subject to
more abrupt or erratic market movements, and many of them have limited product
lines, markets, financial resources and/or management capabilities.

Non-Principal Investment Policies
In addition to the equity securities mentioned above, the Equity Portfolio may
invest in:

o U.S. Government Securities (i.e., obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities which include U.S. Treasury
bills, notes and bonds),
o Convertible securities rated BBB or better by S&P or Baa or better by Moody's,
o Options for hedging purposes,
o Money market instruments (i.e., U.S. Treasury bills and short-term notes, U.S.
Government Securities subject to repurchase agreements, bank obligations,
commercial paper, and other money market mutual funds), and
o Repurchase Agreements on U.S. Government Securities.

Temporary Investments: To respond to adverse or abnormal market, economic,
political and other conditions, the Equity Portfolio may deviate from its
policies and invest up to 100% of its assets in U.S. Government securities and
money market instruments described above to maintain liquidity. To the extent
the Equity Portfolio engages in this temporary defensive strategy, it may not
achieve its investment objective.

Additional Investment Risks
In addition to the principle risks mentioned in the Risk/Return Summary, the
Equity Portfolio is subject to the following risks:

Portfolio Turnover Risks: The Adviser may engage in active trading of Portfolio
securities to achieve its investment goals. This practice could result in the
Equity Portfolio experiencing a high turnover rate (100% or more). High
portfolio turnover rates lead to increased costs, could cause you to pay higher
taxes and could negatively affect the performance of the Equity Portfolio.

Options Risks: The Equity Portfolio may buy or sell options for hedging purposes
only. The Portfolio may purchase put options to protect the portfolio holdings
in an underlying security against a substantial decline in market value. The
Portfolio may also purchase call options to hedge against an increase in prices
of securities the Portfolio ultimately wants to buy. This hedging strategy may
not be successful if the Adviser is unable to accurately predict movements in
the prices of individual securities held by the Portfolio or if the strategy
does not correlate well with the Equity Portfolio's investments. The use of
options may produce a loss for the Portfolio, even when used only for hedging
purposes.

The Statement of Additional Information contains more information about the
Equity Portfolio and the types of securities in which it may invest.

Management
- --------------------------------------------------------------------------------

Investment Adviser
KPM Investment Management, Inc. ("KPM" or "Adviser") is the investment adviser
for the Equity Portfolio. KPM has been retained under an Investment Advisory
Agreement with KPM Funds to act as the Portfolio's investment adviser subject to
the authority of the Board of Directors. (The Statement of Additional
Information contains more information regarding the Board of Directors). KPM is
a wholly-owned subsidiary of KFS Corporation, which is a wholly owned subsidiary
of Mutual of Omaha Insurance Company.

Under the Investment Advisory Agreement, the Adviser receives a monthly fee
computed at an annual rate of 0.80% of average daily net assets.

The Adviser furnishes the Equity Portfolio with investment advice and in
general, supervises the management and investment programs of KPM Funds. The
Adviser provides all necessary administrative services, office space, equipment,
clerical personnel for servicing the investments of the Portfolio, investment
advisory facilities, executive and supervisory personnel for managing the
investments and effecting the securities transactions of the Portfolio. In
addition, the Adviser pays the salaries and fees of all officers and directors
of KPM Funds who are affiliated persons of the Adviser.

Portfolio Managers
Rodney D. Cerny, President of KPM Funds, Inc. and Executive Vice President and
Chief Investment Officer of the Adviser, co-manages the Equity Portfolio with
Bruce H. Van Kooten (see below). Mr. Cerny also serves as a director for
Kirkpatrick Pettis Trust Company and is the Executive Vice President and Chief
Investment Officer at Kirkpatrick, Pettis, Smith, Polian Inc. Mr. Cerny has
been an investment analyst since 1975 and has been affiliated with KPM in
various capacities since 1986. During that time, Mr. Cerny has managed many
taxable and tax-exempt portfolios for high net worth individuals and
corporations. Mr. Cerny is a Chartered Financial Analyst with a Bachelor of
Science Degree from the University of Nebraska-Lincoln.

Bruce H. Van Kooten, First Vice President and Portfolio Manager for the Adviser,
co-manages the Equity Portfolio with Rodney D. Cerny (see above). Mr. Van Kooten
has been a portfolio manager with KPM since 1988. As such, Mr. Van Kooten has
managed many taxable and tax-exempt portfolios for high net worth individuals
and corporations. Prior to that time, Mr. Van Kooten was a Trust Investment
Officer for a regional national bank from 1982 through 1988. Mr. Van Kooten is a
Chartered Financial Analyst with a Bachelor of Science Degree from Iowa State
University.

Fund Administration, Fund Accounting, Transfer Agent and Custody Services
Firstar Mutual Fund Services, LLC serves as KPM Funds' administrator, transfer
agent and fund accountant. As such, Firstar Mutual Fund Services, LLC provides
all necessary recordkeeping services and share transfer services for KPM Funds.
Firstar Bank Milwaukee, N.A. serves as custodian for KPM Funds.

Distribution of Shares
- --------------------------------------------------------------------------------

Distributor
Kirkpatrick, Pettis, Smith, Polian Inc., ("Kirkpatrick Pettis" or "Distributor")
a wholly owned subsidiary of Mutual of Omaha Insurance Company, serves as
distributor and principal underwriter for the shares of KPM Funds pursuant to a
Distribution Agreement and a Rule 12b-1 Plan. Kirkpatrick Pettis is located at
10250 Regency Circle, Omaha, Nebraska 68114.

Rule 12b-1 Plan and Distribution Agreement
The KPM Funds have adopted a Plan of Distribution under Rule 12b-1 of the
Investment Company Act of 1940 ("Rule 12b-1 Plan"). Under the Rule 12b-1 Plan,
the Equity Portfolio may pay up to an annual rate of 0.25% of the average daily
net asset value of shares to the Distributor. The Distributor uses this fee to
finance activities that promote the sale of the Portfolio's shares. Such
activities include, but are not necessarily limited to, advertising, printing
and mailing prospectus to persons other than current shareholders, printing and
mailing sales literature, and compensating broker-dealers, and sales personnel.
The Distributor rebates the appropriate portion of the Rule 12b-1 fees back to
institutional shareholders.

The Distributor may enter into related selling group agreements with various
broker-dealer firms that provide distribution services to investors. Although
the Distributor does not currently compensate firms for selling shares of the
Portfolios, it may elect to compensate the firms solely from its assets. The
Distributor may, from time to time, pay additional commissions or promotional
incentives to firms that sell shares of KPM Funds. In some instances, such
additional commissions, fees or other incentives may be offered only to certain
firms that sell or are expected to sell during specified time periods certain
minimum amounts of shares of KPM Funds, or of other funds distributed by
Kirkpatrick Pettis.

Rule 12b-1 fees are paid to Kirkpatrick Pettis out of Portfolio assets on an
on-going basis. Over time, these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.

Pricing of Shares
- --------------------------------------------------------------------------------

The Portfolio determines its net asset value each day the New York Stock
Exchange (the "Exchange") is open for business. The calculation is made as of
the close of business of the Exchange (currently 4:00 p.m., Eastern Standard
Time) after the Portfolio declares any applicable dividends.

The net asset value per share for the Portfolio is determined by dividing the
Portfolio's total assets less all liabilities by the number of Portfolio shares
outstanding. For purposes of determining the aggregate net assets of the
Portfolio, cash and receivables are valued at their face amounts. Interest will
be recorded as accrued and dividends will be recorded on the ex-dividend date.

Individual securities in the Portfolio are valued as follows:

(1) Securities traded on a national securities exchange are valued at the last
reported sale price that day.

(2) Securities traded on a national securities exchange for which there were no
sales on that day, or on the NASDAQ National Market System and securities traded
on other over-the-counter markets for which market quotations are readily
available are valued at closing bid prices.

(3) Portfolio securities underlying actively traded options will be valued
at their market price as determined above. The current market value of
any exchange-traded option held by a Portfolio is its last sales price
on the exchange prior to the time when assets are valued unless the bid
price is higher or the asked price is lower, in which event such bid or
asked price is used. Lacking any sales that day, the options will be
valued at the mean between the current closing bid and asked prices.

(4) Securities and other assets for which market prices are not readily
available are valued at fair value as determined in good faith in accordance
with procedures approved by the Board of Directors.

With the approval of the Board of Directors, the Portfolio may utilize a pricing
service, bank, or broker-dealer experienced in such matters to perform any of
the above-described functions.

Purchase of Shares
- --------------------------------------------------------------------------------

In General
The KPM Funds do not apply any sales charges to shares of the Equity Portfolio.
Shares of the Portfolio are offered at the net asset value per share next
determined following receipt of an order by Kirkpatrick Pettis or KPM Funds. You
may purchase Portfolio shares from registered representatives of Kirkpatrick
Pettis, from other broker-dealers who have sales agreements with Kirkpatrick
Pettis, or directly from KPM Funds. You will receive written confirmation of
your purchases, however, you will not be issued any stock certificates. KPM
Funds reserves the right to reject any purchase order.

Paying for Portfolio Shares
You should pay for shares of the Portfolio by check or money order in U.S.
dollars drawn on a U.S. bank, savings and loan, or credit union. The minimum
aggregate initial investment in the Portfolio is $5,000. Subsequent investments
of at least $100 may be made by mail or by wire. These minimums can be changed
or waived by KPM Funds at any time. You will be given at least 30 days' notice
of any increase in the minimum dollar amount of subsequent investments.

Methods of Purchase
By Mail
You may purchase Portfolio shares by completing the enclosed shareholder
application and mailing it and a check or money order payable to "KPM Funds,
Inc." to the Distributor or the Transfer Agent at the address below. The minimum
initial investment is $5,000. If your check does not clear, you will be charged
a $25 service fee. You will also be responsible for any losses suffered by KPM
Funds as a result.
Neither cash nor third-party checks will be accepted.

<TABLE>
<S> <C> <C>
Distributor's Address Transfer Agent's Addresses Overnight:
KPM Funds, Inc. Regular Mail: KPM Funds, Inc.
Kirkpatrick, Pettis, Smith, Polian Inc. KPM Funds, Inc. Firstar Mutual Fund Services, LLC
10250 Regency Circle Firstar Mutual Fund Services, LLC Third Floor
Omaha, Nebraska 68114 P.O. Box 701 615 East Michigan Street
Milwaukee, Wisconsin 53201-0701 Milwaukee, Wisconsin 53202
</TABLE>

NOTE: The KPM Funds do not consider the U.S. Postal Service or other independent
delivery services to be its agents. Therefore, deposits in the mail or with such
services, or receipt at the Transfer Agent's post office box, of purchase
applications does not constitute receipt by the Transfer Agent or KPM Funds. Do
not mail letters by overnight courier to the post office box.

Wire Purchases
You may purchase Portfolio shares by wire. Please call the nationwide toll free
number 1-877-KPM-FUND prior to wiring any money to notify the Transfer Agent
that the wire is coming and to verify the proper wire instructions so that the
wire is properly applied when received. KPM Funds is not responsible for the
consequences of delays resulting from the banking or Federal Reserve wire
system. The wiring instructions are as follows:

Wire to: Firstar Bank
ABA Number 075000022
Credit: Firstar Mutual Fund Services, LLC
Account 112-952-137
Further Credit: KPM Funds, Inc.
(shareholder account number)
(shareholder name/account registration)

Telephone Purchases
You may make subsequent investments directly from a bank checking or savings
account over the telephone. To establish the telephone purchase option on your
account, complete the appropriate section in the shareholder application. Only
bank accounts held at domestic financial institutions that are Automated
Clearing House ("ACH") members may be used for telephone transactions. This
option will become effective approximately 15 business days after the
application form is received by the Transfer Agent. Purchases must be in amounts
of $100 or more and may not be used for initial purchases of a Portfolio's
shares. To have Portfolio shares purchased at the offering price determined at
the close of regular trading on a given date, the Transfer Agent must receive
both your purchase order and payment by Electronic Funds Transfer through the
ACH system prior to the close of regular trading on such date. Most transfers
are completed within one business day. Subsequent investments may be made by
calling the nationwide toll free number 1-877-KPM-FUND.

Subsequent Investments
Additions to your account may be made by mail or by wire. Any subsequent
investment must be at least $100. When making an additional purchase by mail,
enclose a check payable to "KPM Funds, Inc." and the Additional Investment Form
provided on the lower portion of your account statement. To make an additional
purchase by wire, please call the nationwide toll free number 1-877-KPM-FUND and
see above for complete wiring instructions.

Automatic Investment Plan
The Automatic Investment Plan allows you to make regular, systematic investments
in the Portfolio from your bank checking account. The minimum initial investment
for the Automatic Investment Plan is $5,000. Under the Automatic Investment
Plan, you may make automatic monthly investments on the days of your choosing
(or the next business day thereafter) from your financial institution in amounts
of $100 or more.

You can set up the Automatic Investment Plan with any financial institution that
is an Automatic Clearing House member. To establish the Automatic Investment
Plan, complete the appropriate section in the shareholder application. There is
no service fee for participating in the plan. However, a service fee of $25 will
be deducted from your KPM Funds account if:

(1) any automatic investment purchase does not clear due to insufficient funds,
or

(2) you close your bank account or prevent withdrawal of funds before notifying
KPM Funds of your intention to terminate the plan.

If your account balance falls below $5,000, KPM Funds will give you 30 days'
written notice to reinstate the Automatic Investment Plan or otherwise reach the
minimum initial investment before closing your account.

Redemption of Shares
- --------------------------------------------------------------------------------

When Redemption Proceeds Are Sent to You
You may request redemption of part or all of your Portfolio shares at any time
at the next determined net asset value. No redemption request will become
effective until a redemption request is received in "good order" (as described
below) by the Transfer Agent. KPM Funds will normally mail your redemption
proceeds the next business day and, in any event, no later than seven days after
receipt of a redemption request in good order. However, when a purchase has been
made by check, KPM Funds may hold payment on redemption proceeds until it is
reasonably satisfied that the check has cleared. This may take up to 12 days.

Where Redemption Proceeds Are Sent
Checks will be sent to your address of record. If the proceeds of the redemption
are requested to be sent to an address other than the address of record or if
the address of record has been changed within 15 days of the redemption request,
you must request your redemption in writing with your signature guaranteed. If
the U.S. Postal Service is unable to deliver the check to the address of record
or if the check remains outstanding for at least six months, KPM Funds reserves
the right to reinvest the check at the then current net asset value.

Methods of Redemption
Written Redemptions
For most redemption requests, you need only furnish a written, unconditional
request to redeem your shares at net asset value to the address below:

Regular Mail: Overnight Mail:
KPM Funds, Inc. KPM Funds, Inc.
Firstar Mutual Fund Services, LLC Firstar Mutual Fund Services, LLC
P.O. Box 701 Third Floor
Milwaukee, Wisconsin 53201-0701 615 East Michigan Street
Milwaukee, Wisconsin 53202

Redemption proceeds may also be wired to a commercial bank authorized by you on
your account application. KPM Funds may request additional documentation from
corporations, executors, administrators, trustees, guardians, agents or
attorneys-in-fact.

Telephone Redemptions
You may also redeem shares of the Portfolio by calling the nationwide toll free
number 1-877-KPM-FUND. You may redeem $1,000 or more by telephone. Redemption
requests for less than $1,000 must be in writing. Be sure to indicate on the
application form that you authorize redemptions by telephone. Proceeds redeemed
by telephone can be mailed, wired, or sent via ACH only to your address or bank
of record as shown on the records of the Transfer Agent. Funds sent via ACH are
automatically credited to your account within three business days. There is
currently no charge for this service. To change the designated account or
address, send a written request with signature(s) guaranteed to the Transfer
Agent (see above). KPM Funds may request additional documentation from
corporations, executors, administrators, trustees, guardians, agents or
attorneys-in-fact. No telephone redemption requests will be allowed within 15
days of such a change. KPM Funds reserves the right to limit the number of
telephone redemptions. Once made, you may not modify or cancel your telephone
redemption.

NOTE: The Transfer Agent will use reasonable procedures to ensure that
instructions received by telephone are genuine. The Transfer Agent may require
some form of personal identification prior to acting upon your telephone
instructions, may record telephonic transactions and may send written
confirmation of the transactions to you. Assuming these procedures have been
followed, neither KPM Funds nor the Transfer Agent will be liable for any loss,
cost, or expense for acting upon an investor's instructions or for any
unauthorized telephone redemption. KPM Funds reserves the right to refuse a
telephone redemption request if so advised.

Broker-Dealer Redemptions
You may redeem your shares through your broker or dealer. Such redemptions will
be effected at the net asset value next determined after receipt by KPM Funds of
your broker or dealer's instruction to redeem shares. Some brokers or dealers
may charge a fee in connection with such redemptions.

IRA Accounts
Investors who have an Individual Retirement Account ("IRA") must indicate on
their redemption requests whether or not federal income tax should be withheld.
Redemption requests failing to make an election will be subject to withholding.

Systematic Withdrawal Plan
You may set up automatic withdrawals from your account at regular intervals if
you have at least $50,000 in your account. The minimum withdrawal is $100 per
payment. To establish the systematic withdrawal plan, complete the appropriate
section in the shareholder application and indicate whether you want redemptions
on a monthly, quarterly, semi-annual or annual basis. You may vary the amount or
frequency of withdrawal payments or temporarily discontinue them by calling the
nationwide toll free number 1-877-KPM-FUND. Depending upon the size of the
account and the withdrawals requested (and fluctuations in the net asset value
of the shares redeemed), redemptions for the purpose of satisfying such
withdrawals may reduce or even exhaust your account. If the amount remaining in
your account is not sufficient to meet a plan payment, the remaining amount will
be redeemed and the systematic withdrawal plan will be terminated.

Redemptions in Kind
If your redemption request exceeds the lesser of $250,000 or 1% of the NAV, KPM
Funds reserves the right to make a "redemption in-kind." A redemption in-kind is
a payment in Portfolio securities rather than cash. The Portfolio securities
would be valued according to their NAV. KPM Funds will not recognize gain or
loss for federal tax purposes on the securities used to complete an in-kind
redemption, but you will recognize gain or loss equal to the difference between
the fair market value of the securities received and the shareholder's basis in
the Portfolio shares redeemed.

Accounts with Low Balances
Your account may be terminated by KPM Funds with no less than 30 days' notice
if, at the time of any redemption of shares in your account, the value of the
remaining shares in the account falls below $5,000. In such cases, KPM Funds
will send you a check for the proceeds of redemption within seven days of the
redemption.

Signature Guarantees
You will need your signature guarantee for:

o redemption requests to be mailed or wired to a person other than the
registered owner(s) of the shares,
o redemption requests to be mailed or wired to an address other than the address
that appears of record,
o any redemption request if a change of address has been received by KPM Funds
or Transfer Agent within the last 15 days, and
o any redemption from an IRA account.

A signature guarantee may be obtained from any eligible guarantor institution,
which generally includes banks, saving associations, credit unions and brokerage
firms, including Kirkpatrick Pettis. A notary public stamp or seal is not
acceptable.

Good Order
When making a redemption request, make sure your request is in good order. "Good
Order" means your letter of instruction includes:

o the name of the Portfolio
o the number of shares or dollar amount to be redeemed
o signatures of all registered shareholders exactly as the shares are
registered, and
o the account registration number.

Individual Retirement Accounts
- --------------------------------------------------------------------------------

KPM Funds offers Individual Retirement Accounts as well as various other
retirement plan accounts. To obtain the appropriate disclosure documentation and
more complete information on how to open a retirement account call nationwide
toll free 1-877-KPM-FUND.

Dividends and Capital Gain Distributions and Taxes
- --------------------------------------------------------------------------------

Dividends and Capital Gain Distributions
Unless you provide a written request to receive payments in cash, your dividends
and capital gain distributions will automatically be reinvested in additional
shares of the Portfolio. The Equity Portfolio declares and pays dividends on a
quarterly basis. The taxable status of income dividends and/or net capital gains
distributions is not affected by whether they are reinvested or paid in cash. If
you choose to have distribution checks mailed to you and either the U.S. Postal
Service is unable to deliver the check to you or if the check remains
outstanding for at least six months, KPM Funds reserves the right to reinvest
the check at the then current net asset value until you notify us with different
instructions. Capital gains, if any, will be distributed annually.

Taxes
The Portfolio will be treated as a separate entity for federal income tax
purposes. The Portfolio presently qualifies as a "regulated investment company"
as defined in the Internal Revenue Code and KPM Funds will take the necessary
steps to requalify the Portfolio as a "regulated investment company" on an
annual basis. Provided certain distribution requirements are met, the Portfolio
will not be subject to federal income tax on its net investment income and net
capital gains that it distributes to shareholders.

Shareholders subject to federal income taxation will receive taxable dividend
income or capital gains, as the case may be, from distributions, whether paid in
cash or received in the form of additional shares. Capital gains may be taxed at
different rates depending on the length of time the Portfolio holds its assets.
Promptly after the end of each calendar year, each shareholder will receive a
statement of the federal income tax status of all dividends and distributions
paid during the year. You should consult your own tax adviser regarding tax
consequences under state and local laws.

KPM Funds may be required to withhold federal income tax at a rate of 31% (back
up withholding) from dividend payments, distributions and redemption proceeds if
you fail to furnish the Fund with your social security number. You must also
certify that your social security number is correct and that you are not subject
to backup withholding. The certification is included as part of the share
purchase application.

Financial Highlights
- --------------------------------------------------------------------------------

The financial highlights table set forth below is intended to help you
understand the Equity Portfolio's financial performance for the past 5 years or
for the Portfolio's period of operations, as the case may be. Certain
information reflects financial results with respect to a single Portfolio share.
The total returns in the table represent the rates that an investor would have
earned (or lost) on an investment in the Equity Portfolio (assuming reinvestment
of all dividends and distributions). This information has been audited by
Deloitte & Touche LLP, whose report, along with the Portfolio's financial
statements are included in KPM Funds' annual report, which is available upon
request.

KPM EQUITY PORTFOLIO

<TABLE>
<S> <C> <C> <C> <C> <C>
Fiscal Year Ended July 5,
1994(1) to
June 30, 1999 June 30, 1998 June 30, 1997 June 30, 1996 June 30, 1995
------------- ------------- ------------- ------------- -------------

Net Asset Value Beginning of Period $17.31 $17.92 $14.53 $12.00 $10.00
Income from Investment Operations:
Net investment income 0.07 0.08 0.05 0.05 0.11
Net realized gain (loss) and
unrealized appreciation (depreciation) (0.45) 1.31 4.25 2.83 2.06
------ ---- ---- ---- ----
Total from investment operations (0.38) 1.39 4.30 2.88 2.17
------ ---- ---- ---- ----

Less Distributions:
Dividends from net investment income (0.07) (0.08) (0.06) (0.05) (0.10)
Distributions from net realized gain (0.53) (1.92) (0.85) (0.30) (0.07)
from investment transactions
Total Distributions (0.60) (2.00) (0.91) (0.35) (0.17)
------ ------ ------ ------ ------

Net Asset Value - End of Period $16.33 $17.31 $17.92 $14.53 $12.00
====== ====== ====== ====== ======

Total Return (1.97)% 8.88% 30.92% 24.27% 22.01%(2)

Ratios and Supplemental Data:
Net assets, end of period (thousands) $26,352 $56,115 $41,343 $30,565 $15,361
Ratio of net expenses to average net 1.43%(3) 1.42% 1.45% 1.50% 1.50%(4)
assets
Ratio of net income to average net assets 0.41%(3) 0.45% 0.34% 0.40% 1.04%(4)
Portfolio turnover rate 36.22% 32.25% 41.83% 34.05% 27.90%
</TABLE>

(1)Commencement of Operations.
(2)Not Annualized.
(3)Without fees waived, ratio of expenses to average net assets and ratio of net
investment income to average net assets for the year ended June 30, 1999, would
have been 1.43% and 0.41%, respectively. (4)Annualized.

Year 2000 Issue
- --------------------------------------------------------------------------------

Like all financial service providers, the Adviser, Administrator, Custodian,
Transfer Agent, Distributor and other third parties utilize systems that may be
affected by Year 2000 transition issues. The services provided to KPM Funds and
the shareholders by these service providers depend on the smooth functioning of
their computer systems and those of other parties they deal with. Many computer
software systems in use today cannot distinguish the year 2000 from the year
1900 because of the way dates are encoded and calculated. Such an event could
have a negative impact on handling securities trades, payments of interest and
dividends, pricing and account services. Such an event could also have a
negative impact on the securities of the companies in which the Portfolio
invests. Although, at this time, there can be no assurance that there will be no
adverse impact on KPM Funds, the service providers have advised KPM Funds that
they have been actively working on necessary changes to their computer systems
to prepare for the year 2000 and expect that their systems, and those of other
parties they deal with, will be adapted in time for that event.

INVESTMENT ADVISER
KPM Investment Management, Inc.
Omaha, Nebraska

DISTRIBUTOR
Kirkpatrick, Pettis, Pettis, Polian Inc.
Omaha, Nebraska

INDEPENDENT AUDITORS
Deloitte & Touche LLP
Milwaukee, Wisconsin

ADMINISTRATOR, TRANSFER AGENT,
AND FUND ACCOUNTANT
Firstar Mutual Fund Services, LLC
Milwaukee, Wisconsin

CUSTODIAN
Firstar Bank Milwaukee, N.A.
Milwaukee, Wisconsin

For More Information

You may obtain the following and other information on the KPM Funds, free of
charge:

o Annual and Semi-Annual Reports to Shareholders
The annual and semi-annual reports provide the most recent financial
statements and portfolio listings for KPM Funds, Inc. The annual report
contains a discussion of the market conditions and investment strategies
that affected the Portfolio's performance during the last fiscal year.

o Statement of Additional Information (SAI) dated November 1, 1999
The SAI is incorporated into this Prospectus by reference (i.e., legally
made a part of this Prospectus). The SAI provides more details about the
Portfolio's policies and management.

To receive any of these documents on KPM Funds:

By Telephone:
1-877-KPM-FUND

By Mail:
KPM Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201-0701

On the Internet:
Text only versions of the fund documents can be viewed online or downloaded
from: http://www.sec.gov.com

You may review and obtain copies of fund information (including the SAI) at the
SEC Public Reference Room in Washington, D.C. Please call 1-800-SEC-0330 for
information relating to the operation of the Public Reference Room. Copies of
the information may be obtained for a fee by writing the Public Reference
Section, Securities and Exchange Commission, Washington, D.C. 20549-6009.

Investment Company Act File #811-8488

[LOGO]

KPM FUNDS

PROSPECTUS

KPM Fixed Income Portfolio

November 1, 1999

[LOGO]

KPM FUNDS, INC.

KPM FIXED INCOME PORTFOLIO
Providing total return over 3-5 years consistent with preservation of capital

PROSPECTUS
November 1, 1999

PLEASE NOTE: The KPM Fixed Income Portfolio is scheduled to be liquidated some
time after November 8, 1999 pending shareholder approval at a special
shareholder meeting on November 8, 1999.

Investment Adviser
KPM Investment Management, Inc.

TABLE OF CONTENTS

Risk/Return Summary............................................................3
Past Performance...............................................................4
Fee Tables.....................................................................5
Investment Objectives, Policies and Risks......................................6
Management.....................................................................8
Distribution of Shares.........................................................9
Pricing of Shares..............................................................9
Purchase of Shares............................................................10
Redemption of Shares..........................................................11
Individual Retirement Accounts................................................13
Dividends and Capital Gain Distributions and Taxes............................13
Financial Highlights..........................................................15
Year 2000 Issue...............................................................15

Risk/Return Summary
- --------------------------------------------------------------------------------

Investment Objective
To provide total return over a market cycle of 3 to 5 years consistent with
preservation of capital and prudent investment management.

Principal Investment Strategies
To achieve its two-fold objectives, the KPM Fixed Income Portfolio ("Fixed
Income Portfolio") will invest primarily in fixed-income securities with an
emphasis on income. The Fixed Income Portfolio will invest in investment-grade
securities rated BBB or better by Standard & Poor's Corporation or Baa or better
by Moody's Investors Services, corporate debt, preferred stock, mortgage-backed
securities, asset-backed securities and U.S. Government securities. The Adviser
anticipates average dollar-weighted portfolio maturity to range between seven
and ten years.

Principal Risks
The Fixed Income Portfolio may be suitable for investors who wish to invest for
the long term and want to earn income on investments considered more stable than
stocks.

o Market Risks: The Fixed Income Portfolio is subject to bond market
risk which means that the value of the fund may go down. The market value of
fixed-income securities is significantly affected by changes in interest rates.
Generally, when interest rates rise, the market value of fixed-income securities
declines. If the value of the Fixed Income Portfolio goes down, you may lose
money.

o Maturity Risks: The longer a bond's maturity, the greater the risk and the
higher its yield. Conversely, the shorter a bond's maturity, the lower the
risk and the lower its yield.

o Bond Selection Risks: The Fixed Income Portfolio investment is subject
to the risks inherent in individual bond selections. The bonds selected by
the investment adviser may decline in value or not increase in value when
the bond market in general is rising.

o Credit Risks: Individual issues of fixed-income securities may also be
subject to the credit risk of the issuer. That means that the underlying
company may experience unanticipated financial problems causing it to be unable
to meet its payment obligations.

o Prepayment Risks: The Fixed Income Portfolio is subject to the risks
inherent in asset-backed and mortgage-backed securities. Those risks include
prepayment risks. Prepayment causes a need to reinvest repayment of scheduled
principal and the possibility of significant unscheduled prepayments
resulting from declines in interest rates. Please note that an investment in
KPM Funds is not a deposit of any bank and is not issued or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.

Past Performance
- --------------------------------------------------------------------------------

The bar charts and tables below illustrate the variability of the Fixed Income
Portfolio's returns. The bar chart indicates the risks of investing in the
Portfolio by showing the changes in the Portfolio's performances from year to
year on a calendar year basis. The table shows how the Portfolio's average
annual returns for one year and since inception ended December 31, 1998, compare
with those of a broad measure of market performance. The Portfolio's past
performance is not necessarily an indication of how the Portfolio will perform
in the future.

Total Return
(per calendar year)

12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- --------
16.56% 3.23% 8.43% 6.82%

The total return for the nine moths ended September 30, 1999 was -1.37%.

Best Quarter: April - June 1995 5.33%
Worst Quarter: Jan - March 1996 -1.52%

----------------------------------- -------- ------------
Average annual total return 1 Year Since
through 12/31/98 Inception
----------------------------------- -------- ------------
KPM Fixed Income Portfolio1 6.82 7.48
----------------------------------- -------- ------------
Lehman Brothers Aggregate Bond
Index2 8.69 9.06
----------------------------------- -------- ------------

1 KPM Fixed Income Portfolio commenced operations on July 5, 1994.
2 The Lehman Brothers Aggregate Bond Index includes fixed rate debt issues rated
investment grade or higher by Moody's Investors Service, Standard & Poor's
Corporation, or Fitch Investors Service, in that order. All issues have at least
one year to maturity and an outstanding par value of at least $100 million. All
returns are market value-weighted inclusive of accrued interest. The Index is
made up of the Government/Corporate Index, the Mortgage-Backed Securities Index,
and the Asset-Backed Securities Index.

Fee Tables
- --------------------------------------------------------------------------------

As an investor, you may pay certain fees and expenses if you buy and hold shares
of the Fixed Income Portfolio. These fees and expenses are described in the
tables below and are further explained in the example that follows.

ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that are deducted from Portfolio assets)
- -------------------------------------------------------------- -----------------
Management Fees 0.60%
Distribution and Service (12b-1) Fees2 0.25%
Other Expenses3 0.93%
-----
Total Annual Portfolio Operating Expenses3 1.78%
-----
Expense Reimbursement (0.53)%
Net Expenses 1.25%
=====
- -------------------------------------------------------------- -----------------

1 Although no sales loads or transaction fees are charged, you will be assessed
a $12.00 fee for outgoing wire transfers and a $25.00 fee for returned checks.

2 Rule 12b-1 fees assessed against Portfolio assets of institutional
shareholders are rebated back to the institutional shareholder accounts by the
Portfolio's Distributor.

3 The amount shown for other expenses and total operating expenses
represent the other expenses and total operating expenses after expense
reimbursements by the Adviser. By contract, the Adviser may voluntarily
reimburse the Fixed Income Portfolio monthly to the extent the annual expenses
of the Portfolio exceed 1.25% of the Portfolio's average daily net assets.

Example: This example is intended to help compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. This example
assumes that:

(1) You invest $10,000 in the Portfolio for the time period indicated and then
redeem all of your shares at the end of those periods,
(2) your investment has a 5% return each year,
(3) all dividends and distributions have been reinvested, and
(4) that the Portfolios' operating expenses remain the same.

Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
- ----------- ---------- ---------- -----------
1 year 3 years 5 years 10 years
- ----------- ---------- ---------- -----------
$181 $563 $972 $2,113
- ----------- ---------- ---------- -----------

With expense reimbursements for the Fixed Income Portfolio, the cost for the 1,
3, 5 and 10 year periods would be $127, $395, $684 and $1,504, respectively.

Investment Objectives, Policies and Risks
- --------------------------------------------------------------------------------

Investment Objective
The Fixed Income Portfolio seeks to provide total return over a market cycle of
3 to 5 years consistent with preservation of capital and prudent investment
management.

Principal Investment Policies
To achieve its objective, the Fixed Income Portfolio will invest at least 65% of
its assets in fixed-income securities with an emphasis on income. The secondary
objective of capital appreciation is more difficult to achieve, however the
Adviser seeks to identify fixed income securities that provide above-average
relative yield, appreciation potential and safety of principle. The Adviser
places particular emphasis on analyzing the credit of corporate issuers to
enhance income return and protect against credit losses. The Adviser balances
the potential for capital appreciation with the need for capital preservation
and the stability of income. The Fixed Income Portfolio will invest only in:

o U.S. Government and corporate investment-grade securities which are securities
rated BBB or better by Standard & Poor's Corporation ("S&P") or Baa or better
by Moody's Investors Services ("Moody's"),
o preferred stock,
o mortgage-backed securities, and
o asset-backed securities.

The average quality of fixed income securities in which the fund invests is Aa3
by Moody's or Aa - by S&P. The Fixed Income Portfolio does not have a stated
policy on portfolio maturity, but the Adviser anticipates average
dollar-weighted portfolio maturity to range between seven and ten years. Longer
portfolio maturities result in greater fluctuation in the net asset value during
periods of interest rate volatility.

U.S. Government Securities: The Fixed Income Portfolio may invest in securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
U.S. Government securities include direct obligations of the U.S. Treasury (such
as U.S. Treasury bills, notes and bonds).

Corporate Fixed Income Securities: The Fixed Income Portfolio may invest in
domestic corporate debt obligations, obligations of the United States, and
notes, bonds, and discount notes of U.S. Government agencies or
instrumentalities. The Adviser selects bonds based on their potential interest
rates and yield in relation to other bonds of similar quality and maturity. The
Fixed Income Portfolio will only invest in investment grade securities, which
are securities rated BBB or better by S&P or rated Baa or better by Moody's. In
the event the rating of an investment grade security is lowered to below
investment grade, the Adviser will assess the creditworthiness of the issuer,
evaluate the likelihood of the security being upgraded to investment grade or
being further down-graded and may choose to hold or sell the security as
appropriate.

Preferred Stock: The Fixed Income Portfolio may invest in high dividend paying
preferred stock of U.S. companies. The companies must have a history of stable
earnings and/or growing dividends for the Adviser to select preferred stock of
companies.

Mortgage-Backed Securities: The Fixed Income Portfolio may invest in
mortgage-backed securities. Mortgage-backed securities are mortgage loans made
by banks, savings and loan institutions, and other lenders assembled into pools,
which are issued and guaranteed by an agency or instrumentality of the U.S.
government, though not necessarily backed by the full faith and credit of the
U.S. Government itself. Interests in such pools are described as
"Mortgage-Backed Securities." These include securities issued by the Government
National Mortgage Association ("GNMA"), Federal Home Loan Mortgage Corporation
("FHLMC"), and the Federal National Mortgage Association ("FNMA").

The Fixed Income Portfolio may invest a portion of its assets in Collateralized
Mortgage Obligations ("CMOs"), which are debt obligations collateralized by
mortgage loans or mortgage pass-through securities. Typically, CMOs are
collateralized by certificates issued by GNMA, FNMA or FHLMC, but also may be
collateralized by whole loans or private mortgage pass-through securities.

Asset-Backed Securities: The Fixed Income Portfolio may invest in asset-backed
securities. Asset-backed securities are securities secured by non-mortgage
assets such as company receivables, truck and auto loans, leases, credit card
receivables and other consumer loans. Such securities are generally issued as
pass-through certificates, which represent undivided fractional ownership
interests in the underlying pools of assets. Such securities also may be debt
instruments, which are also known as collateralized obligations and are
generally issued as the debt of a special-purpose entity, such as a trust,
organized solely for the purpose of owning such assets and issuing such debt.

Temporary Investments: To respond to adverse or abnormal market, economic,
political and other conditions, the Fixed Income Portfolio may deviate from its
policies and invest up to 100% of its assets in U.S. Government securities and
money market instruments. Money market instruments include U.S. Treasury bills
and short-term notes, U.S. Government Securities subject to repurchase
agreements, bank obligations, commercial paper and other money market mutual
funds. To the extent the Fixed Income Portfolio engages in this temporary
defensive strategy, it may not achieve its investment objective.

Additional Investment Risks
In addition to the principal risks discussed in the Risk/Return summary, the
Fixed Income Portfolio is subject to the following risks:

Stock Market Risks: One of the risks of investing in equity securities is stock
market risk. The portion of the fund's portfolio invested in equity securities
may experience sudden, unpredictable declines in value, as well as periods of
poor performance. Because stock values go up and down, the value of your Fixed
Income Portfolio's shares may go up and down. Therefore, when you sell your
investment, you may receive more or less money than you originally invested.

Liquidity Risks: Liquidity risk is the risk that certain securities may be
difficult or impossible to sell at the time and price that the investment
Adviser would like to sell. The Adviser may have to lower the price, sell other
securities instead or forego an investment opportunity, any of which could have
a negative effect on fund management or performance.

Portfolio Turnover Risks: The Adviser may engage in active trading of Portfolio
securities to achieve its investment goals. This practice could result in the
Fixed Income Portfolio experiencing a high turnover rate (100% or more). High
portfolio rates lead to increased costs, could cause you to pay higher taxes and
could negatively affect the Fixed Income Portfolio's performance.

Mortgage and Asset-Backed Securities Risks: The main risk of mortgage and
asset-backed securities is that the borrower will prepay some or all of the
principal owed to the issuer. If that happens, the Fixed Income Portfolio may
have to replace the security by investing the proceeds in a less attractive
security. This could reduce the Portfolio's share price and its income
distributions.

Options Risks: The Fixed Income Portfolio may use options for hedging purposes
only. The Portfolio may purchase put options to protect the portfolio holdings
in an underlying security against a substantial decline in market value. The
Portfolio may also purchase call options to hedge against an increase in prices
of securities the Portfolio ultimately wants to buy. This hedging strategy may
not be successful if the Adviser is unable to accurately predict movements in
the prices of individual securities held by the Portfolio or if the strategy
does not correlate well with the Fixed Income Portfolio's investments.
The use of options may produce a loss for the Portfolio, even when used only for
hedging purposes.

The Statement of Additional Information contains more information about the
Fixed Income Portfolio and the types of securities in which it may invest.

Management
- --------------------------------------------------------------------------------

Investment Adviser
KPM Investment Management, Inc. ("KPM" or "Adviser") is the investment adviser
for the Fixed Income Portfolio. KPM has been retained under an Investment
Advisory Agreement with KPM Funds to act as the Portfolio's investment adviser
subject to the authority of the Board of Directors. (The Statement of Additional
Information contains more information regarding the Board of Directors). KPM is
a wholly-owned subsidiary of KFS Corporation, which is a wholly owned subsidiary
of Mutual of Omaha Insurance Company.

Under the Investment Advisory Agreement, the Adviser receives a monthly fee
computed at an annual rateof 0.60% of average daily net assets.

The Adviser furnishes the Fixed Income Portfolio with investment advice and in
general, supervises the management and investment programs of KPM Funds. The
Adviser provides all necessary administrative services, office space, equipment,
clerical personnel for servicing the investments of the Portfolios, investment
advisory facilities, executive and supervisory personnel for managing the
investments and effecting the securities transactions of the Portfolios. In
addition, the Adviser pays the salaries and fees of all officers and directors
of KPM Funds who are affiliated persons of the Adviser.

The Board of Directors has recommended that the Portfolio be liquidated for a
number of reasons itemized in a proxy statement sent to shareholders on October
19, 1999. Pending shareholder approval of the Board's recommendation to
liquidate the Portfolio at a shareholder meeting on November 8, 1999, the Fixed
Income Portfolio will undergo liquidation proceedings to be completed no later
than December 31, 1999.

Portfolio Managers

Patrick M. Miner, Vice President of the Adviser, manages the Fixed Income
Portfolio. Since 1992, Mr. Miner has been affiliated with Mutual of Omaha
Insurance Company as Vice President and Portfolio Manager. As such, Mr. Miner
has managed many taxable and tax-exempt portfolios for high net worth
individuals and corporations. Prior to that time, Mr. Miner was a portfolio
manager for a regional national bank from 1984 through 1992 and was an account
executive with two broker-dealer firms from 1978 through 1984. Mr. Miner is a
Chartered Financial Analyst and received his Bachelor of Science Degree from the
University of Nebraska-Lincoln in 1972.

Distribution of Shares
- --------------------------------------------------------------------------------

Rule 12b-1 Plan and Distribution Agreement
The KPM Funds have adopted a Plan of Distribution under Rule 12b-1 of the
Investment Company Act of 1940 ("Rule 12b-1 Plan"). Under the Rule 12b-1 Plan,
the Fixed Income Portfolio may pay up to an annual rate of 0.25% of the average
daily net asset value of shares to the Distributor. The Distributor uses this
fee to finance activities that promote the sale of the Portfolio's shares. Such
activities include, but are not necessarily limited to, advertising, printing
and mailing prospectus to persons other than current shareholders, printing and
mailing sales literature, and compensating broker-dealers, and sales personnel.
The Distirbutor rebates the appropriate portion of the Rule 12b-1 fees back to
institutional shareholders.

The Distributor may enter into related selling group agreements with various
broker-dealer firms that provide distribution services to investors. Although
the Distributor does not currently compensate firms for selling shares of the
Portfolio, it may elect to compensate the firms solely from its assets. The
Distributor may, from time to time, pay additional commissions or promotional
incentives to firms that sell shares of KPM Funds. In some instances, such
additional commissions, fees or other incentives may be offered only to certain
firms that sell or are expected to sell during specified time periods certain
minimum amounts of shares of KPM Funds, or of other funds distributed by
Kirkpatrick Pettis.

Pricing of Shares
- --------------------------------------------------------------------------------

The net asset value per share for each of the Portfolio is determined by
dividing the Portfolio's total assets less all liabilities by the number of
Portfolio shares outstanding. For purposes of determining the aggregate net
assets of the Portfolio, cash and receivables are valued at their face amounts.
Interest will be recorded as accrued and dividends will be recorded on the
ex-dividend date.

Individual securities in the Portfolio are valued as follows:

(1) Securities traded on a national securities exchange are valued at the last
reported sale price that day.

With the approval of the Board of Directors, the Portfolio may utilize a pricing
service, bank, or broker-dealer experienced in such matters to perform any of
the above-described functions.

Purchase of Shares
- --------------------------------------------------------------------------------

In General
The KPM Funds do not apply any sales charges to shares of the Fixed Income
Portfolio. Shares of the Portfolio are offered at the net asset value per share
next determined following receipt of an order by Kirkpatrick Pettis or KPM
Funds. You may purchase Portfolio shares from registered representatives of
Kirkpatrick Pettis, from other broker-dealers who have sales agreements with
Kirkpatrick Pettis, or directly from KPM Funds. You will receive written
confirmation of your purchases, however, you will not be issued any stock
certificates. KPM Funds reserves the right to reject any purchase order.

(1) any automatic investment purchase does not clear due to insufficient funds,
or

(2) you close your bank account or prevent withdrawal of funds before notifying
KPM Funds of your intention to terminate the plan.

Redemption of Shares
- --------------------------------------------------------------------------------

Methods of Redemption
Written Redemptions
For most redemption requests, you need only furnish a written, unconditional
request to redeem your shares at net asset value to the address below:

Signature Guarantees
You will need your signature guarantee for:

A signature guarantee may be obtained from any eligible guarantor
institution, which generally includes banks, saving associations, credit unions
and brokerage firms, including Kirkpatrick Pettis. A notary public stamp or seal
is not acceptable.

Good Order
When making a redemption request, make sure your request is in good order. "Good
Order" means your letter of instruction includes:

Individual Retirement Accounts
- --------------------------------------------------------------------------------

Dividends and Capital Gain Distributions and Taxes
- --------------------------------------------------------------------------------

Dividends and Capital Gain Distributions
Unless you provide a written request to receive payments in cash, your dividends
and capital gain distributions will automatically be reinvested in additional
shares of the Portfolio. The Fixed Income Portfolio declares and pays dividends
on a quarterly basis. The taxable status of income dividends and/or net capital
gains distributions is not affected by whether they are reinvested or paid in
cash. If you choose to have distribution checks mailed to you and either the
U.S. Postal Service is unable to deliver the check to you or if the check
remains outstanding for at least six months, KPM Funds reserves the right to
reinvest the check at the then current net asset value until you notify us with
different instructions. Capital gains, if any, will be distributed annually.

Taxes
The Portfolio will be treated as a separate entity for federal income tax
purposes. The Portfolio qualifies as a "regulated investment company" as defined
in the Internal Revenue Code and KPM Funds will take the necessary steps to
requalify the Portfolio as a "regulated investment company" on an annual basis.
Provided certain distribution requirements are met, the Portfolio will not be
subject to federal income tax on its net investment income and net capital gains
that it distributes to shareholders.

Financial Highlights
- --------------------------------------------------------------------------------

The financial highlights table set forth below is intended to help you
understand the Fixed Income Portfolio's financial performance for the past 5
years or for the Portfolio's period of operations, as the case may be. Certain
information reflects financial results with respect to a single Portfolio share.
The total returns in the tables represent the rates that an investor would have
earned (or lost) on an investment in the Fixed Income Portfolio (assuming
reinvestment of all dividends and distributions). This information has been
audited by Deloitte & Touche LLP, whose report, along with the Portfolio's
financial statements are included in KPM Funds' annual report, which is
available upon request.

KPM FIXED INCOME PORTFOLIO
<TABLE>
<S> <C> <C> <C> <C> <C>
Fiscal Year Ended July 5, 1994(1)
to
June 30, 1999 June 30, 1998 June 30, 1997 June 30, 1996 June 30, 1995
------------- ------------- ------------- ------------- -------------
Net Asset Value - Beginning of Period $10.80 $10.42 $10.23 $10.47 $10.00
Income from Investment Operations:
Net investment income 0.60 0.59 0.61 0.63 0.57
Net realized gain (loss) and unrealized
appreciation (depreciation) (0.40) 0.38 0.19 (0.23) 0.47
------ ---- ---- ------ ----
Total from investment operations 0.20 0.97 0.80 0.40 1.04
---- ---- ---- ---- ----

Less Distributions:
Dividends from net investment income (0.60) (0.59) (0.61) (0.62) (0.57)
Distributions from net realized gain from
investment transactions (0.07) 0.00 (0.00) (0.02) (0.00)
Total Distributions (0.67) (0.59) (0.61) (0.64) (0.57)
------ ------ ------ ------ ------

Net Asset Value - End of Period $10.33 $10.80 $10.42 $10.23 $10.47
====== ====== ====== ====== ======

Total Return 1.86% 9.39% 7.96% 3.63% 9.63%(2)

Ratios/Supplemental Data:
Net assets, end of period (thousands) $8,329 $11,744 $8,872 $8,465 $5,868
Ratio of net expenses to average net assets:
Before expense reimbursement 1.78% 1.33% 1.51% 1.29% 1.56%(3)
After expense reimbursement 1.25% 1.25% 1.25% 1.25% 1.25%(3)
Ratio of net income to average net assets:
Before expense reimbursement 4.87% 5.44% 5.56% 5.90% 5.28%(3)
After expense reimbursement 5.40% 5.52% 5.82% 5.94% 5.59%(3)
Portfolio Turnover Rate 34.25% 19.33% 26.14% 19.52% 40.34%
</TABLE>

(1)Commencement of Operations.
(2)Not Annualized.
(3)Annualized.

Year 2000 Issue
- --------------------------------------------------------------------------------

INVESTMENT ADVISER
KPM Investment Management, Inc.
Omaha, Nebraska

DISTRIBUTOR
Kirkpatrick, Pettis, Pettis, Polian Inc.
Omaha, Nebraska

INDEPENDENT AUDITORS
Deloitte & Touche LLP
Milwaukee, Wisconsin

ADMINISTRATOR, TRANSFER AGENT,
AND FUND ACCOUNTANT
Firstar Mutual Fund Services, LLC
Milwaukee, Wisconsin

CUSTODIAN
Firstar Bank Milwaukee, N.A.
Milwaukee, Wisconsin

For More Information

You may obtain the following and other information on the KPM Funds, free of
charge:

To receive any of these documents on KPM Funds:

By Telephone:
1-877-KPM-FUND

By Mail:
KPM Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201-0701

On the Internet:
Text only versions of the fund documents can be viewed online or downloaded
from: http://www.sec.gov.com

Investment Company Act File #811-8488

KPM EQUITY PORTFOLIO
A Series of KPM Funds, Inc.

STATEMENT OF ADDITIONAL INFORMATION

November 1, 1999

This Statement of Additional Information is not a prospectus. This Statement of
Additional Information relates to the Prospectus of the KPM Equity Portfolio
dated November 1, 1999, and should be read together with that Prospectus. To
receive a copy of the Prospectus, write to KPM Funds, Inc. or call the
nationwide toll free number 1-877-KPM-FUND.

The audited financial statements for KPM Funds, Inc. for the fiscal year ended
June 30, 1999 are incorporated by reference to KPM Funds' 1999 Annual Report.

KPM Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201-0701

Table of Contents

General Information about KPM Funds, Inc.......................................2
Description of the Equity Portfolio............................................3
Investment Restrictions........................................................3
Investments and Risks..........................................................5
Management of the Fund.........................................................9
Control Person and Principal Holders of Securities............................10
Investment Adviser............................................................11
Fund Administration...........................................................12
Fund Accounting and Transfer Agent............................................12
Custodian.....................................................................12
Distributor...................................................................13
Distribution Plan.............................................................13
Portfolio Transactions and Brokerage Allocations..............................15
Purchase of Shares............................................................16
Redemption of Shares..........................................................16
Pricing of Shares.............................................................16
Tax Status....................................................................16
Calculations of Performance Data..............................................16
Independent Auditors..........................................................16
Financial Statements..........................................................16
Appendix A....................................................................16

KPM EQUITY PORTFOLIO

General Information about KPM Funds, Inc.
- --------------------------------------------------------------------------------

Fund History
KPM Funds, Inc. (the "Fund") is a Nebraska corporation established
under Articles of Incorporation dated February 17, 1994. The Fund offers shares
in two series, which are both diversified open-ended management investment
companies.

Capital Stock
The Fund is authorized to issue a total of one billion shares of common
stock, with a par value of $.00001 per share. Of these shares, the Fund's
Articles of Incorporation authorize the issuance of 50 million shares in each
series designated KPM Equity Portfolio (the "Portfolio") shares and KPM Fixed
Income Portfolio shares. The Board of Directors is empowered under the Fund's
Articles of Incorporation to issue other shares of the Fund's common stock
without shareholder approval or to designate additional authorized but unissued
shares for issuance by one or more existing Portfolio.

All shares, when issued, will be fully paid and nonassessable and will
be redeemable and freely transferable. All shares have equal voting rights. They
can be issued as full or fractional shares. A fractional share has pro rata the
same rights and privileges as a full share. The shares possess no preemptive or
conversion rights. All shareholders are entitled to receive dividends when and
as declared by the Directors from time to time and as further discussed in the
Prospectus.

Voting Rights
Each share of the Portfolio has one vote (with proportionate voting for
fractional shares) irrespective of the relative net asset value of the Fund's
shares. On some issues, such as the election of directors, all shares of the
Fund vote together as one series. Cumulative voting in the election of Directors
is authorized. This means that shareholders may cumulate their shares by
multiplying the number of shares they hold by the number of directors and then
allocate the result among one or more directors.

On an issue affecting only one Portfolio, the shares of the Portfolio
vote as a separate series. Examples of such issues would be proposals to (1)
change the Investment Advisory Agreement, (2) change a fundamental investment
restriction pertaining to only one Portfolio or (3) change the Portfolio's
Distribution Plan. In voting on the Investment Advisory Agreement or proposals
affecting only one Portfolio, approval of such an agreement or proposal by the
shareholders of one Portfolio would make that agreement effective as to that
Portfolio whether or not the agreement or proposal had been approved by the
shareholders of the Fund's other Portfolio.

Shareholders' Meetings
The Fund does not intend to hold annual or periodically scheduled
regular meetings of shareholders unless it is required to do so. Nebraska
Corporation law requires only that the Board of Directors of a mutual fund
convene shareholder meetings when it deems appropriate. The Investment Company
Act of 1940, as amended ("1940 Act") requires a shareholder vote for all
amendments to fundamental investment policies and restrictions, for all
investment advisory contracts and amendments thereto, and for all amendments to
Rule 12b-l distribution plans. The Fund's Articles of Incorporation provide that
shareholders also have the right to remove Directors upon two-thirds vote of the
outstanding shares and may call a meeting to remove a Director upon the
application of 10% or more of the outstanding shares. The Fund is obligated to
facilitate shareholder communications in this situation if certain conditions
are met.

Allocation of Income and Expenses
The assets received by the Fund for the issue or sale of shares of the
Portfolio, and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are allocated to the Portfolio, and constitute the
underlying assets of the Portfolio. The underlying assets of the Portfolio are
required to be segregated on the books of account, and are to be charged with
the expenses of the Portfolio and with a share of the general expenses of the
Fund. Any general expenses of the Fund not readily identifiable as belonging to
a particular series are allocated among all series based upon the relative net
assets of each series at the time such expenses were accrued.

Description of the Equity Portfolio
- --------------------------------------------------------------------------------

The investment objective of the KPM Equity Portfolio is capital
appreciation. The investment objective is fundamental and therefore cannot be
changed without the approval of shareholders.

As further discussed in the Prospectus, the Adviser uses a "bottom-up"
approach in selecting stocks for the Portfolio. In applying its "bottom up"
approach to stock selection, the Adviser uses computer and manual screens of a
large number of publicly-held securities looking for specific balance sheet,
return on investment and valuation criteria. These lists are further reduced
through more in-depth company and industry analysis as well as contacts with
company management. KPM Equity Portfolio looks for above-average quality
companies as evidenced by a strong balance sheet, current or expected high
return on equity and expected growth in excess of the rate of inflation. As
further explained in the Prospectus, the Adviser considers purchasing securities
when these companies are selling for low relative price/earnings ratios. Other
valuation criteria such as price/book value, price/sales per share, price/cash
flow per share and current yield are considered. Target purchase/sale prices are
based on analytical judgments of objective relative price/earnings ratios and
current earning power (or normalized earnings) of the company. Since such target
prices are based on relative price/earnings ratios (relative to the Standard &
Poor's 400 average) these target prices are adjusted as the overall market
changes or when estimates of normalized earnings change.

Investment Restrictions
- --------------------------------------------------------------------------------

In addition to the investment objectives and policies set forth in the
Prospectus, the Fund and the Portfolio is subject to certain investment
restrictions, as set forth below, which may not be changed without the vote of a
majority of the Portfolio's outstanding shares. "Majority," as used in the
Prospectus and in this Statement of Additional Information, means the lesser of
(a) 67% of the Portfolio's outstanding shares voting at a meeting of
shareholders at which more than 50% of the outstanding shares are represented in
person or by proxy or (b) a majority of the Portfolio's outstanding shares.

Similar shareholder approval is required to change the investment
objective of the Portfolio. The following discussion provides fundamental
investment restrictions for the Portfolio, non-fundamental policies for the
Portfolio, and then a statement of its investment objective, a description of
its investment restrictions that are matters of fundamental policy specifically
for it and a description of any investment restrictions that may be changed
without shareholder approval. For purposes of the investment restrictions, all
percentage and rating limitations apply at the time of acquisition of a
security, and any subsequent change in any applicable percentage resulting from
market fluctuations or in a rating by a rating service will not require
elimination of any security from the Portfolio. Unless specifically identified
as a matter of fundamental policy, each investment policy discussed in the
Prospectus or this Statement of Additional Information is not fundamental and
may be changed by the Portfolio's Board of Directors.

As fundamental policies, unless otherwise specified below, the
Portfolio will not:

1. Invest more than 5% of the value of its total assets in the securities of any
one issuer (other than securities of the U.S. Government, its agencies or
instrumentalities).

2. Purchase more than 10% of any class of securities of any one
issuer (taking all preferred stock issues of an issuer as a single
class and all debt issues of an issuer as a single class) or
acquire more than 10% of the outstanding voting securities of an
issuer. In the aggregate, the Fund may not own more than 15% of
all classes of securities or more than 10% of the outstanding
voting securities of an issuer.

3. Invest 25% or more of the value of its total assets in the
securities of issuers conducting their principal business
activities in any one industry. This restriction does not apply to
securities of the U.S. Government or its agencies and
instrumentalities and repurchase agreements relating thereto. The
various types of utilities companies, such as gas, electric and
telephone and telegraph are considered as separate industries.

4. Issue any senior securities as defined in the 1940 Act except as otherwise
excepted or excluded by Section 18(g) of the 1940 Act or as permitted by
Investment Company Act Release No. 10666.

5. Borrow money except from banks for temporary or emergency
purposes. The amount of such borrowing may not exceed the lesser
of (a) 10% of the value of the Portfolio's total assets or (b) 5%
of the value of the Portfolio's total assets less liabilities
other than such borrowings. The Portfolio will not purchase
securities while outstanding borrowings exceeds 5% of the value of
the Portfolio's total assets. The Portfolio will not borrow money
for leverage purposes.

6. Make short sales of securities or maintain a short position, except that
short sales against the box shall not be deemed short sales.

7. Purchase any securities on margin except to obtain such short-term credits as
may be necessary for the clearance of transactions.

8. Purchase or retain the securities of any issuer if, to the
Portfolio's knowledge, those officers or directors of the Fund or
its affiliates or of its investment adviser who individually own
beneficially more than 0.5% of the outstanding securities of such
issuer, together own more than 5% of such outstanding securities.

9. Purchase or sell commodities or commodity futures contracts, except that the
Portfolio may purchase stock and bond index options, financial futures contracts
and options on such contracts.

10. Purchase or sell real estate or real estate mortgage loans, except that the
Portfolio may invest in securities secured by real estate or interests therein
or issued by companies that invest in real estate or interests therein.

11. Purchase or sell oil, gas or other mineral leases, rights or royalty
contracts, except that the Portfolio may purchase or sell securities of
companies investing in the foregoing.

12. Participate on a joint or a joint and several basis in any securities
trading account (as prohibited by Section 12(a)2 of the 1940 Act) except as
permitted by 16 below.

13. Underwrite securities of other issuers, except that the Portfolio may
acquire portfolio securities under circumstances where if sold the Portfolio
might be deemed an underwriter for purposes of the Securities Act of 1933.

14. Invest more than 10% of its net assets in restricted securities or
more than 10% of its net assets in repurchase agreements with a
maturity of more than seven days, and other liquid assets, such as
securities with no readily available market quotation. The value
of any options purchased in the over-the-counter market are deemed
to be illiquid.

15. Invest more than 5% of its total assets at the time of purchase in rights
and/or warrants (other than those that have been acquired in units or attached
to other securities).

16. Make loans, except that the Portfolio may (a) purchase and hold
debt obligations in accordance with its investment objective and
policies, (b) enter into repurchase agreements, and (c) lend
portfolio securities without limitation against collateral
(consisting of cash or securities issued or guaranteed by the
United States Government or its agencies or instrumentalities)
equal at all times to not less than 100% of the value of the
securities loaned.

The Fund has also adopted the following restrictions for the Portfolio
that are not fundamental policies and may be changed without shareholder
approval. The Portfolio shall not:

1. Invest in warrants that are not listed on the New York or American Stock
Exchange in excess of 2% of the Portfolio's total assets.

2. Invest more than 20% of its total assets in securities of foreign issuers.

3. Invest more than 5% of its total assets in the purchase of covered
spread options and the purchase of put and call options on
securities, securities indices and financial futures contracts.
Options on financial futures contracts and options on securities
indices will be used solely for hedging purposes--not for
speculation.

4. Invest more than 5% of its assets in initial margin and premiums on financial
futures contracts and options on such contracts.

5. Invest in arbitrage transactions.

6. Invest in real estate limited partnership interests.

7. Invest in companies for the purpose of exercising control or management.

8. Purchase the securities of other investment companies except as provided by
Section 12(d)(1) of the 1940 Act.

9. Invest more than 5% of the value of its total assets in the
securities of any issuers, which with their predecessors, have a
record of less than three years' continuous operation. (Securities
of such issuers will not be deemed to fall within this limitation
if they are guaranteed by an entity in continuous operation for
more than three years.) Asset-backed and mortgage-backed
securities will not be deemed to fall within this limitation if
the originator of the underlying loan has been in continuous
operation for more than three years. The value of all securities
issued or guaranteed by such guarantor and owned by the Portfolio
shall not exceed 10% of the value of the total assets of such
Portfolio.

10. Mortgage, pledge or hypothecate its assets except in an amount not
exceeding 15% of the value of its total assets to secure temporary
or emergency borrowing. For purposes of this policy, collateral
arrangements for margin deposits on futures contracts or with
respect to the writing of options are not deemed to be a pledge of
assets.

11. Lend Portfolio securities when the value of securities subject to such
transactions and the value of the securities to be loaned would exceed 5% of the
total asset value of the Portfolio.

Any investment restriction or limitation referred to above or in the
Prospectus, except the borrowing policy, which involves a maximum percentage of
securities or assets, shall not be considered to be violated unless an excess
over the percentage occurs immediately after an acquisition of securities or
utilization of assets and results therefrom.

Investments and Risks
- --------------------------------------------------------------------------------

The Portfolio may invest in U. S. Government Securities, repurchase
agreements, options for hedging purposes and money market instruments.
Additionally, the Portfolio may engage in limited borrowings, may invest for
temporary defensive purposes and may purchase fixed-income securities on a
when-issued or delayed-delivery basis. See Appendix A for a description of
ratings. The KPM Equity Portfolio may invest in convertible securities.
Descriptions of such securities, and the inherent risks of investing in such
securities, are set forth below.

U.S. Government Securities
The Portfolio may invest in U.S. Government Securities, which are
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Obligations issued by the U.S. Treasury include Bills, Notes
and Bonds ("Treasury Securities") which differ from each other mainly in their
interest rates and the length of their maturity at original issue. In this
regard, Treasury Bills have a maturity of one year or less, Treasury Notes have
maturities of one to ten years and Treasury Bonds generally have maturities
greater than ten years. Such Treasury Securities are backed by the full faith
and credit of the U.S. Government.

The obligations of U.S. Government agencies or instrumentalities are
guaranteed or backed in a variety of ways by the U.S. Government, its agencies
or instrumentalities. Some of these obligations, such as Government National
Mortgage Association mortgage-related securities, and obligations of the Farmers
Home Administration, are backed by the full faith and credit of the U. S.
Treasury. Obligations of the Farmers Home Administration are also backed by the
issuer's right to borrow from the U.S. Treasury. Obligations of Federal Home
Loan Banks and the Farmers Home Administration are backed by the discretionary
authority of the U.S. Government to purchase certain obligations of agencies or
instrumentalities. Obligations of Federal Home Loan Banks, the Farmers Home
Administration, Federal Farm Credit Banks, the Federal National Mortgage
Association and the Federal Home Loan Mortgage Corporation are backed by the
credit of the agency or instrumentality issuing the obligations.

As with all fixed-income securities, various market forces influence
the value of such securities. There is an inverse relationship between the
market value of such securities and yield. As interest rates rise, the value of
the securities falls; conversely, as interest rates fall, the market value of
such securities rises.

Repurchase Agreements
The Portfolio may also enter into repurchase agreements on U.S.
Government Securities to invest cash awaiting investment and/or for temporary
defensive purposes. A repurchase agreement involves the purchase by the
Portfolio of U.S. Government Securities with the condition that after a stated
period of time (usually seven days or less) the original seller will buy back
the same securities ("collateral") at a predetermined price or yield. Repurchase
agreements involve certain risks not associated with direct investments in
securities. In the event the original seller defaults on its obligation to
repurchase, as a result of its bankruptcy or otherwise, the Portfolio will seek
to sell the collateral, which action could involve costs or delays. In such
case, the Portfolio's ability to dispose of the collateral to recover such
investment may be restricted or delayed. While collateral will at all times be
maintained in an amount equal to the repurchase price under the agreement
(including accrued interest due thereunder), to the extent proceeds from the
sale of collateral were less than the repurchase price, the Portfolio would
suffer a loss.

The Portfolio's Custodian will hold the securities underlying any
repurchase agreement or such securities will be part of the Federal Reserve Book
Entry System. The market value of the collateral underlying the repurchase
agreement will be determined on each business day. If at any time the market
value of the collateral falls below the repurchase price of the repurchase
agreement (including any accrued interest), the Portfolio will promptly receive
additional collateral so that the total collateral is an amount at least equal
to the repurchase price plus accrued interest.

Options Transactions
The Portfolio may purchase put options, solely for hedging purposes, in
order to protect portfolio holdings in an underlying security against a
substantial decline in the market value of such holdings ("protective puts").
Such protection is provided during the life of the put because the Portfolio may
sell the underlying security at the put exercise price, regardless of a decline
in the underlying security's market price. Any loss to the Portfolio is limited
to the premium paid for, and transaction costs paid in connection with, the put
plus the initial excess, if any, of the market price of the underlying security
over the exercise price. However, if the market price of such security
increases, the profit the Portfolio realizes on the sale of the security will be
reduced by the premium paid for the put option less any amount for which the put
is sold.

The Portfolio may also purchase call options solely for the purpose of
hedging against an increase in prices of securities that the Portfolio
ultimately wants to buy. Such protection is provided during the life of the call
option because the Portfolio may buy the underlying security at the call
exercise price regardless of any increase in the underlying security's market
price. In order for a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to cover
the premium and transaction costs. By using call options in this manner, the
Portfolio will reduce any profit it might have realized had it bought the
underlying security at the time it purchased the call option by the premium paid
for the call option and by transaction costs.

The Portfolio may only purchase exchange traded put and call options.
Exchange-traded options are third party contracts with standardized strike
prices and expiration dates and are purchased from a clearing corporation.
Exchange-traded options have a continuous liquid market while other options may
not.

Use of options in hedging strategies is intended to protect performance
but can result in poorer performance than without hedging with options, if the
Adviser is incorrect in its forecasts of the direction of stock prices.
Normally, the Portfolio will only invest in options to protect existing
positions and, as a result, will normally invest no more than 10% of the
Portfolio's assets in options.

The writing by the Portfolio of options on securities is subject to
limitations established by each of the registered securities exchanges on which
such options are traded. Such limitations govern the maximum number of options
in each class which may be written by a single investor or group of investors
acting in concert, regardless of whether the options are written on the same or
different securities exchanges or are held or written in one or more accounts or
through one or more brokers. Thus, the number of options that one Portfolio may
write may be affected by options written by other investment advisory clients of
the Adviser. An exchange may order the liquidation of positions found to be in
excess of these limits, and it may impose certain other sanctions. The Adviser
believes it is unlikely that the level of option trading by the Fund will exceed
applicable limitations.

Convertible Securities
The Portfolio may invest in convertible securities which are rated
investment grade, BBB or better by S&P or Baa or better by Moody's. Convertible
securities are securities that may be exchanged or converted into a
predetermined number of the issuer's underlying common shares at the option of
the holder during a specified time period. Convertible securities may take the
form of convertible preferred stock, convertible bonds or debentures, or a
combination of the features of these securities. The investment characteristics
of convertible securities vary widely, allowing convertible securities to be
employed for different investment objectives.

Convertible bonds and convertible preferred stocks are fixed-income
securities entitling the holder to receive the fixed income of a bond or the
dividend preference of a preferred stock until the holder elects to exercise the
conversion privilege. They are senior securities, and, therefore, have a claim
to assets of the issuer prior to the common stock in the case of liquidation.
However, convertible securities are generally subordinated to non-convertible
securities of the same company. The interest income and dividends from
convertible bonds and preferred stocks provide a stream of income with generally
higher yields than common stocks, but lower than non-convertible securities of
similar quality.

As with all fixed-income securities, various market forces influence
the market value of convertible securities, including changes in the prevailing
level of interest rates. As the level of interest rates increases, the market
value of convertible securities tends to decline and, conversely, as interest
rates decline, the market value of convertible securities tends to increase. The
unique investment characteristic of convertible securities (the right to
exchange for the issuer's common stock) causes the market value of the
convertible securities to increase when the value of the underlying common stock
increases. However, because security prices fluctuate, there cannot be an
assurance of capital appreciation. Most convertible securities will not reflect
as much capital appreciation as their underlying common stocks. When the
underlying common stock is experiencing a decline, the value of the convertible
security tends to decline to a level approximating the yield-to-maturity basis
of straight nonconvertible debt of similar quality, often called "investment
value," and may not experience the same decline as the underlying common stock.

Most convertible securities sell at a premium over their conversion
values (i.e., the number of shares of common stock to be received upon
conversion multiplied by the current market price of the stock). This premium
represents the price investors are willing to pay for the privilege of
purchasing a fixed-income security with a possibility of capital appreciation.
If this appreciation potential is not realized, the premium may not be
recovered.

Money Market Instruments
The Portfolio may invest in money market instruments, which include:

(a) U.S. Treasury Bills;

(b) U.S. Treasury Notes with maturities of 18 months or less;

(d) Obligations of domestic branches of U.S. banks (including
certificates of deposit and bankers' acceptances with maturities
of 18 months or less) which, at the date of investment, have
capital, surplus, and undivided profits (as of the date of their
most recently published financial statements) in excess of
$10,000,000 and obligations of other banks or savings and loan
associations if such obligations are insured by the Federal
Deposit Insurance Corporation ("FDIC") or the Federal Savings and
Loan Insurance Corporation ("FSLIC");

(e) Commercial paper which at the date of investment is rated A-1 by
S&P or P-1 by Moody's or, if not rated, is issued or guaranteed as
to payment of principal and interest by companies which, at the
date of investment, have an outstanding debt issue rated AA or
better by S&P or Aa or better by Moody's;

(f) Short-term (maturing in one year or less) corporate obligations which, at
the date of investment, are rated AA or better by S&P or Aa or better by
Moody's; and

(g) Shares of no-load money market mutual funds (subject to the ownership
restrictions of the 1940 Act). See "Investment Policies and Restrictions" in the
Statement of Additional Information.

Investment by the Portfolio in shares of a money market mutual fund
indirectly results in the investor paying not only the advisory fee and related
fees charged by the Portfolio, but also the advisory fees and related fees
charged by the adviser and other entities providing services to the money market
mutual fund.

Borrowing
The Portfolio may borrow money from banks for temporary or emergency
purposes in an amount up to 10% of the value of the Portfolio's total assets.
Interest paid by the Portfolio on borrowed funds would decrease the net earnings
of that Portfolio. The Portfolio will not purchase portfolio securities while
outstanding borrowings exceed 5% of the value of the Portfolio's total assets.
The Portfolio may mortgage, pledge, or hypothecate its assets in an amount not
exceeding 10% of the value of its total assets to secure temporary or emergency
borrowing. The policies set forth in this paragraph are fundamental and may not
be changed with respect to the Portfolio without the approval of a majority of
that Portfolio's shares.

Temporary Defensive Positions
The Portfolio may deviate from its fundamental and non-fundamental
investment policies during periods of adverse or abnormal market, economic,
political and other circumstances requiring immediate action to protect assets.
In such cases, the Portfolio may invest up to 100% of its assets in U.S.
Government Securities and any Money Market Investment described above.

Portfolio Turnover
While it is not the policy of the Portfolio to trade actively for
short-term profits, the Portfolio will dispose of securities without regard to
the time they have been held when such action appears advisable to the Adviser.
Portfolio turnover is the ratio of the lesser of annual purchases or sales of
portfolio securities to the average monthly value of portfolio securities, not
including short-term securities maturing in less than 12 months. A 100%
portfolio turnover rate would occur, for example, if the lesser of the value of
purchases or sales of portfolio securities for a particular year were equal to
the average monthly value of the portfolio securities owned during such year.
The turnover rate will not be a limiting factor when management deems portfolio
changes appropriate. The table below shows the turnover rates for the
Portfolio's for the past two fiscal years.

For the Fiscal Year Ended Turnover Rates
-------------------------- ---------------
June 30, 1999 36.22%
June 30, 1998 32.25%

Management of the Fund
- --------------------------------------------------------------------------------

Board of Directors
The Fund is managed by a Board of Directors. The Fund's Board of
Directors consists of five individuals, three of whom are not "interested
persons" of the Fund as that term is defined in the 1940 Act. The Directors are
fiduciaries of the Portfolio's shareholders and are governed by the laws of the
state of Nebraska in the regard. They establish policies for the operation of
the Fund and appoint the officers who conduct the daily business of the Fund.

Management Information
The names, addresses and principal occupations during the past five
years of the directors and executive officers of the Fund are as follows:
- ----------------------- ------ -------------- ---------------------------------
Position with Principal Occupation During
Name and Address Age the Fund Last Five Years
- ----------------------- ------ -------------- ---------------------------------
Randall D. Greer* 48 Chairman and Director, President, Chairman of
10250 Regency Circle Director the Board and Chief Executive
Omaha, NE 68114 Officer, KPM Investment
Management, Inc., Omaha, Nebraska
(1994-present);Director,
President and Chief Executive
Officer, Kirkpatrick Pettis Trust
Company, Omaha, Nebraska
(1995-Present); Director
(1987-Present), President and
Chief Operating Officer,
Kirkpatrick, Pettis, Smith, Polian
Inc., Omaha, Nebraska (1988-1994).
- ----------------------- ------ -------------- ----------------------------------
Rodney D. Cerny* 48 President and Director, Executive Vice President
10250 Regency Circle Director and Chief Investment Officer, KPM
Omaha, NE 68114 Investment Management, Inc.,
Omaha, Nebraska (1994-present);
Director, Kirkpatrick Pettis Trust
Company, Omaha, Nebraska
(1995-Present); First Vice
President (1987-1990), Executive
Vice President and Chief
Investment Officer, Kirkpatrick,
Pettis, Smith, Polian Inc., Omaha,
Nebraska (1990-1996).
- ----------------------- ------ -------------- ----------------------------------
Donald L. Stroh 72 Director Retired; Superintendent of
5069 South 149th Court Schools, Millard, Nebraska Public
Omaha, Nebraska 68137 Schools (1955-1989).
- ----------------------- ------ -------------- ----------------------------------
William G. Campbell 65 Director Attorney - private practice(
P.O. Box 51 1993-present); Partner Roger &
3239 Wolf Lake Road Wells (law firm), New York City,
Ely, MN 55731 New York (1991-1993).
- ----------------------- ------ -------------- ----------------------------------
Herbert H. Davis, Jr. 75 Director Owner, Miracle Hill Golf & Tennis
1401 North 120th Street Center; President - Legacy Golf,
Omaha, NE 68154 Omaha, Nebraska (1978-Present).
- ----------------------- ------ -------------- ----------------------------------
Brian P. McGinty 47 Secretary Executive Vice President and
10250 Regency Circle General Counsel, Kirkpatrick,
Omaha, NE 68114 Pettis, Smith, Polian Inc., Omaha,
Nebraska (1998-present); Partner,
Kutak, Rock & Huie (law firm),
Omaha, Nebraska (1997-1998);
Associate General Counsel, MFS
Communications (a
telecommunications company),
Omaha, Nebraska(1994-1997).
- ----------------------- ------ -------------- ----------------------------------
Jeffrey N. Sime 38 Treasurer Executive Vice President, Chief
10250 Regency Circle Financial Officer, Kirkpatrick,
Omaha, NE 68114 Pettis, Smith, Polian Inc., Omaha,
Nebraska (1993-present); Audit
Supervisor, Peter Kiewit Sons,
Inc., Omaha, Nebraska (1990-1993).
- ----------------------- ------ -------------- ----------------------------------

*This director is deemed to be an "interested person" of the Fund by
virtue of his affiliation with KPM Investment Management, Inc.

Compensation
For their services as Directors, the independent Directors receive
$1,000 as an annual retainer fee and $200 per meeting attended, as well as
reimbursement of expenses incurred in connection with attendance at such
meetings. The interested Directors of the Fund receive no compensation for their
service as Directors from the Fund. The table below details the compensation
amounts received by the Directors from the Fund for the past fiscal year.
Presently, none of the executive officers receive compensation from the Fund.

Aggregate Pension Total
Compensation or Compensation
Name & Position from the Fund Retirement from the Fund
- --------------------- ----------------- ----------------- -----------------

Randall D. Greer* None None None
Chairman, Director
Rodney D. Cerny* None None None
President, Director
Donald L. Stroh $1,800 None $1,800
Director
William G. Campbell $1,800 None $1,800
Director
Herbert H. Davis, Jr. $1,800 None $1,800
Director
- --------------------- ----------------- ----------------- -----------------

*This Director is deemed to be an "interested person" of the Fund as
that term is defined under the 1940 Act.

Control Person and Principal Holders of Securities
- --------------------------------------------------------------------------------

The following table provides the name and address of any person who
owns of record or beneficially 5% or more of the outstanding shares of the
Portfolio as of October 1, 1999 (a "principal shareholder"). A control person is
one who owns beneficially or through controlled companies more than 25% of the
voting securities of a company or acknowledges the existence of control.

- ------------------------ ------------ ------------- -----------------
Name and Address Shares % Ownership Type of Ownership
- ------------------------ ------------ ------------- -----------------
Kirkpatrick Pettis Trust
Company 421,515.957 30.05% Record
401k Profit Sharing Plan
10250 Regency Circle
Omaha, NE 68114

Kirkpatrick, Pettis,
Smith, Polian Inc. 329,599.375 23.50% Record
10250 Regency Circle
Omaha, NE 68114

Kirkpatrick Pettis Trust
Company 240,351.399 17.13% Record
10250 Regency Circle
Omaha, NE 68114

Maril & Co.
c/o Marshall & Ilsley 85,140.693 6.07% Record
Trust & Co.
P.O. Box 2977
Milwaukee, WI 53202
- ------------------------ ------------ ------------- -----------------

As of October 1, 1999, Kirkpatrick Pettis Trust Company had control of
the voting power of 421,515.957 shares of the 1,402,758.230 shares outstanding
held by it as trustee of its employees' 401(k) Profit Sharing Plan. Kirkpatrick
Pettis Trust Company also had control of the voting power of 240,351.399 shares
of the 1,402,758.230 shares outstanding held by it as trustee for its customers.
An affiliated entity, Kirkpatrick, Pettis, Smith, Polian, Inc., had control of
the voting power of 329,599.399 shares of the 1,402,758.230 shares outstanding
held by it as trustee for its customers. As a result, Kirkpatrick Pettis Trust
Company and Kirkpatrick, Pettis, Smith, Polian, Inc. could elect all of the
directors if such shares were voted on a noncumulative basis and three out of
the five directors if such shares were voted on a cumulative basis. In addition,
the two entities could ratify the selection of the Fund's accountants. On
matters affecting the Portfolio, the two entities could control the outcome of
all matters presented to the Equity Portfolio.

As of October 1, 1999, the Directors and officers of the Fund
beneficially owned 33,504.287 shares or 2.39% of the Portfolio.

Investment Adviser
- --------------------------------------------------------------------------------

KPM Investment Management, Inc. (the "Adviser" or "KPM") is the
investment adviser to the Fund and the Portfolio under an Investment Advisory
Agreement ("Advisory Agreement"). The Adviser is a wholly owned subsidiary of
KFS Corporation, a Nebraska corporation which is a wholly owned subsidiary of
Mutual of Omaha Insurance Company, a mutual insurance company organized under
Nebraska law and engaged in the business of providing life, health, accident and
related insurance products throughout the United States.

The Advisory Agreement has been approved by the Board of Directors
(including a majority of the Directors who are not "interested persons" as
defined under the 1940 Act). The Advisory Agreement for all Portfolio was
approved by the shareholders on April 15, 1994. The Advisory Agreement was last
approved by the Board of Directors on July 26, 1999.

The Advisory Agreement terminates automatically in the event of its
assignment. In addition, the Advisory Agreement is terminable at any time with
respect to the Portfolio, without penalty, by the Board of Directors of the
Fund, by vote of a majority of the affected Portfolio's outstanding voting
securities on 60 days' written notice to the Adviser, and by the Adviser on 60
days' written notice to the Fund. Unless sooner terminated, the Advisory
Agreement shall continue in effect for more than two years after its execution
only so long as such continuance is specifically approved at least annually by
either the Board of Directors or by a vote of a majority of the outstanding
voting securities of the Portfolio, provided that in either event such
continuance is also approved by a vote of a majority of the directors who are
not parties to such agreement, or interested persons of such parties, cast in
person at a meeting called for the purpose of voting on such approval. If a
majority of the outstanding voting securities of any of the Portfolio approves
the Advisory Agreement, the Advisory Agreement shall continue in effect with
respect to such approving Portfolio whether or not the shareholders of any other
Portfolio approve such Advisory Agreement.

Under the Advisory Agreement, the Adviser provides the Portfolio with
advice and assistance in the selection and disposition of the Portfolio's
investments. All investment decisions are subject to review by the Board of
Directors of the Fund. The Adviser is obligated to pay the salaries and fees of
any affiliates of the Adviser serving as officers or directors of the Fund.

Pursuant to the Advisory Agreement, the Fund pays the Adviser a monthly
advisory fee equal on an annual basis to 0.80% of the KPM Equity Portfolio's
average daily net assets. Under the Advisory Agreement, the Adviser has agreed
to reimburse the Portfolio monthly to the extent of the advisory fee paid if
annual total expenses exceed 1.50% of the Equity Portfolio's average annual net
assets. The dollar amounts of fees earned and waived by the Adviser over the
past three fiscal years are shown below.

- --------------------------- ----------------- ---------------- -----------------
For Fiscal Year Ended: Adviser Fees Adviser Fees Adviser Fees
Earned Waived Paid
- --------------------------- ----------------- ---------------- -----------------
June 30, 1999 $311,627 $ 272 $311,355
- --------------------------- ----------------- ---------------- -----------------
June 30, 1998 $408,062 $ 0 $408,062
- --------------------------- ----------------- ---------------- -----------------
June 30, 1997 $272,525 $ 500 $272,025
- --------------------------- ----------------- ---------------- -----------------

Fund Administration
- --------------------------------------------------------------------------------

Firstar Mutual Fund Services, LLC ("Firstar") serves as Fund
Administrator pursuant to a Fund Administration Servicing Agreement with the
Fund. As such Firstar provides all necessary bookkeeping, shareholder
recordkeeping services and share transfer services to the Fund.

Under the Fund Administration Servicing Agreement, Firstar receives an
administration fee for the Portfolio at an annual rate of 6 basis points (0.06%)
on the first $400 million, 5 basis points (0.05%) on the next $1 billion and 3
basis points (0.03%) on the balance of the daily average net assets of the
Portfolio. The Fund Administration Servicing Agreement further provides that the
annual fee in any event shall not be less than $60,000 in the aggregate for the
Portfolio. Fees are billed to the Fund on a monthly basis. Prior to September 1,
1998, Lancaster Administrative Services, Inc. ("Lancaster") provided
administrative services to the Fund. Over the last three fiscal years, the
Portfolio paid the following amounts in administrative fees:

Administrative Fees Paid to:
--------------- ---------------- -----------------
Fiscal Year Lancaster Firstar
Ended (July 1, 1996 - (Sept. 1, 1998 -
Aug. 31, 1998) June 30, 1999)
--------------- ---------------- -----------------
June 30, 1997 $ 85,164 N/A
--------------- ---------------- -----------------
June 30, 1998 $127,519 N/A
--------------- ---------------- -----------------
June 30, 1999 $ 19,752 $25,000
--------------- ---------------- -----------------

Fund Accounting and Transfer Agent
- --------------------------------------------------------------------------------

Firstar Mutual Fund Services, LLC, serves as Fund Accountant and
Transfer Agent to the Fund pursuant to a Fund Accounting Servicing Agreement and
a Transfer Agent Servicing Agreement. Under the Fund Accounting Servicing
Agreement, Firstar will provide portfolio accounting services, expense accrual
and payment services, fund valuation and financial reporting services, tax
accounting services and compliance control services. Firstar will receive a fund
accountant fee, for the Portfolio combined, which will be billed on a monthly
basis.

Under the Transfer Agent Servicing Agreement, Firstar will provide all
of the customary services of a transfer agent and dividend disbursing agent
including, but not limited to: (1) receiving and processing orders to purchase
or redeem shares; (2) mailing shareholder reports and prospectuses to current
shareholders; and (3) providing blue sky services to monitor the number of Fund
shares sold in each state. Firstar will receive a transfer agent fee, which will
be billed on a monthly basis.

Custodian
- --------------------------------------------------------------------------------

The Custodian for the Fund and the Portfolio is Firstar Bank Milwaukee,
N.A., 615 East Michigan Street, Milwaukee, Wisconsin 53202. Firstar Bank
Milwaukee, N.A., as Custodian, holds all of securities and cash owned by the
Portfolio.

Distributor
- --------------------------------------------------------------------------------

Kirkpatrick, Pettis, Smith, Polian Inc. ("Kirpatrick Pettis" or
"Distributor") serves as distributor and principal underwriter for the Fund
pursuant to a Distribution Agreement and a Rule 12b-1 Plan. Kirkpatrick Pettis
is a wholly owned subsidiary of KFS Corporation, a Nebraska corporation which is
a wholly owned subsidiary of Mutual of Omaha Insurance Company, a mutual
insurance company organized under Nebraska law and engaged in the business of
providing life, health, accident and related insurance products throughout the
United States.

Kirkpatrick Pettis bears all expenses of providing distribution
services pursuant to the Distribution Agreement. Kirkpatrick Pettis provides for
the preparation of advertising or sales literature and bears the cost of
printing and mailing prospectuses to persons other than shareholders. The Fund
bears the cost of qualifying and maintaining the qualification of Fund shares
for sale under the securities laws of the various states and the expense of
registering their shares with the Securities and Exchange Commission. For its
services under the Distribution Agreement, Kirkpatrick Pettis receives a fee,
payable monthly, at the annual rate of 0.25% of average daily net assets of the
shares of the Portfolio. This fee is accrued daily as an expense of the
Portfolio.

Kirkpatrick Pettis, as the Distributor, may enter into related selling
group agreements with various broker-dealer firms that provide distribution
services to investors. Kirkpatrick Pettis does not currently compensate firms
for sales of shares of the Fund, but may elect to pay such compensation solely
from its assets. Kirkpatrick Pettis may, from time to time, pay additional
commissions or promotional incentives to firms that sell shares of the Fund. In
some instances, such additional commissions, fees or other incentives may be
offered only to certain firms that sell or are expected to sell during specified
time periods certain minimum amounts of shares of the Fund, or of other funds
distributed by Kirkpatrick Pettis.

Banks and other financial services firms may provide administrative
services to facilitate transactions in shares of the Fund for their clients, and
Kirkpatrick Pettis may pay them a fee up to the level of the distribution fee
allowable as described above. Banks currently are prohibited under the
Glass-Steagall Act from providing certain underwriting or distribution services.
If the Glass-Steagall Act should prevent banking firms from acting in any
capacity or providing any of the described services, management will consider
what action, if any, is appropriate in order to provide efficient services for
the Fund. Banks or other financial services firms may be subject to various
state laws regarding the services described above and may be required to
register as dealers pursuant to state law. The Fund does not believe that a
termination of a relationship with a bank would result in any material adverse
consequence to the Fund.

Since the Distribution Agreement provides for fees that are used by
Kirkpatrick Pettis to pay for distribution services, the Distribution Agreement
along with the related selling agreements is approved and reviewed in accordance
with the Fund's Rule 12b-1 Plan under the 1940 Act, which regulates the manner
in which an investment company may, directly or indirectly, bear the expenses of
distributing its shares.

Pursuant to the Fund's Rule 12b-1 Plan, the Portfolio paid the
Distributor the following amounts over the last three fiscal years:

------------------------------ -------------------------
For the Fiscal Year Ended Rule 12b-1 Fees Paid
------------------------------ -------------------------
June 30, 1999 $ 97,383
June 30, 1998 $127,496
June 30, 1997 $ 85,056
------------------------------ -------------------------

Distribution Plan
- --------------------------------------------------------------------------------

As stated in the Prospectus, the Fund, on behalf of the Portfolio has
adopted a Plan of Distribution under Rule 12b-1 of the 1940's Act ("Rule 12b-1
Plan"). Rule 12b-1(b) under the 1940 Act provides that any payments made by the
Portfolio in connection with financing the distribution of its shares may only
be made pursuant to a written plan describing all aspects of the proposed
financing of distribution, and also requires that all agreements with any person
relating to the implementation of the plan must be in writing. Because some of
the payments described below to be made by the Portfolio are distribution
expenses within the meaning of Rule 12b-1, the Fund has entered into a
Distribution Agreement with the Distributor pursuant to a 12b-1 Plan adopted in
accordance with the Rule.

In addition, Rule 12b-1(b)(1) requires that such plan be approved by a
majority of the Portfolio's outstanding shares, and Rule 12b-1(b)(2) requires
that such plan, together with any related agreements, be approved by a vote of
the Board of Directors who are not interested persons of the Fund and who have
no direct or indirect interest in the operation of the plan, cast in person at a
meeting for the purpose of voting on such plan or agreement. Rule 12(b)-1(b)(3)
requires that the plan or agreement provide, in substance:

(a) that it shall continue in effect for a period of more than one year from the
date of its execution or adoption only so long as such continuance is
specifically approved at least annually in the manner described in paragraph
(b)(2) of Rule 12b-1;

(b) that any person authorized to direct the disposition of moneys
paid or payable by the Fund pursuant to the plan or any related
agreement shall provide to the Fund's Board of Directors, and the
directors shall review, at least quarterly, a written report of
the amounts so expended and the purposes for which such
expenditures were made; and

(c) in the case of a plan, that it may be terminated at any time by a
vote of a majority of the members of the Board of Directors of
the Fund who are not interested persons of the Fund and who have
no direct or indirect financial interest in the operation of the
plan or in any agreements related to the plan or by a vote of a
majority of the outstanding voting securities of the Portfolio.

Rule 12b-1(b)(4) requires that such a plan may not be amended to
increase materially the amount to be spent for distribution without shareholder
approval and that all material amendments to the plan must be approved in the
manner described in paragraph (b)(2) of Rule 12b-1.

Rule 12b-1(c) provides that the Fund may rely upon Rule 12b-1(b) only
if the selection and nomination of the Fund's disinterested directors are
committed to the discretion of such disinterested directors. Rule 12b-1(e)
provides that the Fund may implement or continue a plan pursuant to Rule
12b-1(b) only if the directors who vote to approve such implementation or
continuation conclude, in the exercise of reasonable business judgment and in
light of their fiduciary duties under state law, and under Sections 36(a) and
(b) of the 1940 Act, that there is a reasonable likelihood that the plan will
benefit the Fund and its shareholders. The Fund has complied with the provisions
of Rule 12b-1 and the Board of Directors has concluded that there is a
reasonable likelihood that the 12b-1 Plan will benefit the Fund and its
shareholders.

Pursuant to the provisions of the 12b-1 Plan, the Portfolio pays a fee
to the Distributor computed and paid monthly at an annual rate of up to 0.25% of
such Portfolio's average daily net assets in order to reimburse the Distributor
for its actual expenses incurred in the distribution and promotion of such
Portfolio's shares.

Expenses for which the Distributor will be reimbursed under the 12b-1
Plan include, but are not limited to, compensation paid to registered
representatives of the Distributor and to broker-dealers which have entered into
sales agreements with the Distributor; expenses incurred in the printing of
prospectuses, statements of additional information and reports used for sales
purposes; expenses of preparation and printing of sales literature;
advertisement, promotion, marketing and sales expenses; and other
distribution-related expenses. Compensation will be paid out of such amounts to
investment executives of the Distributor and to broker-dealers who have entered
into sales agreements with the Distributor as follows. If shares of the
Portfolio are sold by a representative of a broker-dealer other than the
Distributor, that portion of the reimbursement attributable to shares sold by
such representative is paid to such broker-dealer. If shares of the Portfolio
are sold by an investment executive of the Distributor, compensation will be
paid to the investment executive by the Distributor in an amount not to exceed
that portion of 0.25% of the average daily net assets of the Portfolio which is
attributable to shares sold by such investment executive.

For the year ended June 30, 1999, the Distributor expended the
following approximate amounts under the Rule 12b-1 Plan for the Portfolio:

Advertising $0.00
Printing & Mailing of Prospectuses to new shareholders 776.94
Compensation to Dealers/Sales Personnel 136,109.73
Other Finance Charges 0.00
Other Fees 0.00
==============
TOTAL $136,886.67
==============

Under the Distribution Agreement, the Distributor is also the principal
underwriter of the Fund's shares and continuously distributes the shares on an
"agency best efforts" basis. In so doing, the Distributor may pay its
representatives or others additional amounts over the amounts paid under the
12b-1 Plan in furtherance of distribution of the Fund's shares.

Portfolio Transactions and Brokerage Allocations
- --------------------------------------------------------------------------------

The Adviser is responsible for decisions to buy and sell securities for
the Portfolio, the selection of broker-dealers to effect the transactions and
the negotiation of brokerage commissions, if any. In placing orders for
securities transactions, the primary criterion for the selection of a
broker-dealer is the ability of the broker-dealer, in the opinion of the
Adviser, to secure prompt execution of the transactions on favorable terms,
including the reasonableness of the commission (if any) and considering the
state of the market at the time.

The primary consideration in effecting transactions for the Portfolio
is execution at the most favorable prices. The Adviser has complete freedom as
to the markets in and the broker-dealers through or with which (acting on an
agency basis or as principal) they seek execution. The Adviser may consider a
number of factors in determining which broker-dealers to use for the Portfolio's
transactions. These factors, which are also discussed in the Statement of
Additional Information, include research services, the reasonableness of
commissions, the quality of services and execution. Portfolio transactions for
the Portfolio may be effected through the Distributor if the commissions, fees
or other remuneration received by the Distributor are reasonable and fair
compared to the commissions, fees or other remuneration paid to other brokers in
connection with comparable transactions involving similar securities being
purchased or sold on an exchange during a comparable period of time. In
effecting portfolio transactions through the Distributor, the Portfolio intend
to comply with Section 17(e)(1) of the 1940 Act, as amended.

When consistent with these objectives, business may be placed with
broker-dealers, including the Distributor, who furnish investment research
and/or services to the Adviser. Such research or services include advice, both
directly and in writing, as to the value of securities; the advisability of
investing in, purchasing or selling securities; and the availability of
securities, or purchasers or sellers of securities; as well as analyses and
reports concerning issues, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts. This allows the Adviser to
supplement its own investment research activities and enables the Adviser to
obtain the views and information of individuals and research staffs of many
different securities firms prior to making investment decisions for the
Portfolio. To the extent portfolio transactions are effected with broker-dealers
who furnish research services to the Adviser, the Adviser may receive a benefit,
not capable of evaluation in dollar amounts, without providing any direct
monetary benefit to the Portfolio from these transactions. The Adviser believes
that most research services obtained by it generally benefit several or all of
the accounts that it manages, as opposed to solely benefiting one specific
managed fund or account. Normally, research services obtained through managed
funds or accounts investing in common stocks would primarily benefit the managed
funds or accounts which invest in common stock; similarly, services obtained
from transactions in fixed-income securities would normally be of greater
benefit to the managed funds or accounts which invest in debt securities.

The Adviser may also purchase securities from time to time from
broker-dealers who are participating as underwriters in a firm commitment
underwriting of municipal securities where the Distributor is also a member of
the selling syndicate. The Board of Directors of the Fund has adopted a policy
pursuant to Rule 10f-3 under the 1940 Act governing such purchases. The purchase
of such municipal securities shall only be made pursuant to the requirements of
Rule 10f-3 and the policies adopted by the Board of Directors of the Fund.

The Adviser has not entered into any formal or informal agreements with
any broker-dealers, nor does it maintain any "formula" which must be followed in
connection with the placement of the Portfolio's transactions in exchange for
research services provided the Adviser except as noted below. However, from time
to time the Adviser may elect to use certain brokers to execute transactions in
order to encourage them to provide the Adviser with research services that the
Adviser anticipates will be useful to it. The Adviser will authorize the
Portfolio to pay an amount of commission for effecting a securities transaction
in excess of the amount of commission another broker-dealer would have charged
only if the Adviser doing so determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the accounts as to which it exercises investment discretion.

In determining the commissions to be paid to the Distributor, it is the
policy of the Fund that such commissions, will, in the judgment of the Adviser,
subject to review by the Board of Directors, be both (a) at least as favorable
as those which would be charged by other qualified brokers in connection with
comparable transactions involving similar securities being purchased or sold on
a securities exchange during a comparable period of time, (b) at least as
favorable as commissions contemporaneously charged by the Distributor on
comparable transactions for its most favored comparable unaffiliated customers,
and (c) conform to the requirements of Rule 17e-1 under the 1940 Act. While the
Adviser does not deem it practicable and in the best interest of the Portfolio
to solicit competitive bids for commission rates on each transaction,
consideration will regularly be given to posted commission rates as well as to
other information concerning the level of commissions charged on comparable
transactions by other qualified brokers.

In certain instances, there may be securities that are suitable for the
Fund as well as for that of one or more of the advisory clients of the Adviser.
Investment decisions for the Portfolio and for such advisory clients are made by
the Adviser with a view to achieving the investment objective. It may develop
that a particular security is bought or sold for only one client of the Adviser
even though it might be held by, or bought or sold for, other clients. Likewise,
a particular security may be bought for one or more clients of one of the
Adviser when one or more other clients are selling that same security. Some
simultaneous transactions are inevitable when several clients receive investment
advice from the same investment adviser, particularly when the same security is
suitable for the investment objectives of more than one client. When two or more
clients of the Adviser are simultaneously engaged in the purchase or sale of the
same security, the securities are allocated among clients in a manner believed
by the Adviser to be equitable to each (and may result, in the case of
purchases, in allocation of that security only to some of those clients and the
purchase of another security for other clients regarded by the Adviser as a
satisfactory substitute). It is recognized that in some cases this system could
have a detrimental effect on the price or volume of the security as far as the
Portfolio involved is concerned. At the same time, however, it is believed that
the ability of the Portfolio to participate in volume transactions will
sometimes produce better execution prices.

The Board of Directors of the Fund has also adopted a policy pursuant
to Rule 17a-7 under the 1940 Act that allows certain principal transactions
between certain remote affiliates of the Fund and the Fund and between Portfolio
of the Fund. These transactions will only be effected in accordance with the
provisions of Rule 17a-7 under the 1940 Act and are further restricted by the
policies adopted by the Board of Directors pursuant thereto.

During the fiscal years ended June 30, 1999, 1998 and 1997, the
Portfolio paid the following total brokerage commissions. The dollar and
percentage amount of commissions paid to Kirkpatrick Pettis is also listed.

Brokerage Commissions Paid
During Fiscal Year Ended:
- ------------------ ------------------- ------------------- -------------------
June 30, June 30, June 30,
1999 1998 1997
- ------------------ ----------- ------- ----------- ------- ----------- -------
Amount Paid to: Kirkpatrick Other Kirkpatrick Other Kirkpatrick Other
Pettis brokers Pettis brokers Pettis brokers
- ------------------ ----------- ------- ----------- ------- ----------- -------
Equity Portfolio $1,227 $73,631 $11,976 * $10,518 *
- ------------------ ----------- ------- ----------- ------- ----------- -------
% of Commissions
Paid 2% 98% 26% 74% 30% 70%
- ------------------ ----------- ------- ----------- ------- ----------- -------

*The specific amount paid by the Portfolio to other brokers for the
year indicated is unknown; however, the total amount paid to other brokers by
the Fund as a whole is shown.

Purchase of Shares
- --------------------------------------------------------------------------------

The manner in which the shares of the Portfolio are offered to the
public is described in the Prospectus. Shares of the Portfolio may be purchased
initially subject to the minimums set forth in the Prospectus, unless the
purchaser is an employee of the Distributor, Adviser or Mutual of Omaha
Insurance Company, or is a family member of such employee. The term family
member shall include parents, mother-in-law or father-in-law, husband or wife,
brother or sister, brother-in-law or sister-in-law, son or daughter, son-in-law
or daughter-in-law, and their respective children. In addition, the term shall
include any person who is supported directly or indirectly, to a material
extent, by the employee or other family member. The minimum initial investment
for accounts established by money purchase/profit-sharing plans, 401(k) plans,
IRA/SEP, 403(b) plans or 457 (state deferred compensation plans) is $2,000.
Finally, investments made by an individual, or by an individual's spouse and/or
children under the age of 21, purchasing shares for their own account, or by a
trustee, or other fiduciary purchasing for a single trust estate, or single
fiduciary account will be treated as investments made by a single investor for
purposes of meeting initial purchase requirements.

Automatic Investment Plan
The Prospectus provides details about purchasing through the automatic
investment plan. The AIP is a method of using dollar cost averaging, which is an
investment strategy that involves investing a fixed amount of money at a regular
time interval. However, a program of regular investment cannot ensure a profit
or protect against a loss from declining markets. By always investing the same
amount, you will be purchasing more shares when the price is low and fewer
shares when the price is high. Since such a program involves continuous
investment regardless of fluctuating share values, you should consider your
financial ability to continue the program through periods of low share price
levels.

Redemption of Shares
- --------------------------------------------------------------------------------

Redemption of shares, or payment, may be suspended at times (a) when
the New York Stock Exchange is closed for other than customary weekend or
holiday closings, (b) when trading on said exchange is restricted, (c) when an
emergency exists, as a result of which disposal by the Portfolio of securities
owned by them is not reasonably practicable, or it is not reasonably practicable
for the Portfolio fairly to determine the value of their net assets, or (d)
during any other period when the Securities and Exchange Commission, by order,
so permits, provided that applicable rules and regulations of the Securities and
Exchange Commission shall govern as to whether the conditions prescribed in (b)
or (c) exist.

Redemption In-Kind
The Prospectus provides details about redemptions in-kind. You should
note that you may have additional expenses such as brokerage commissions for the
sale of the securities received from the Fund. Furthermore, in-kind payments do
not have to constitute a cross section of the Fund's portfolio.

Pricing of Shares
- --------------------------------------------------------------------------------

The method for determining the public offering price of Portfolio
shares is summarized in the Prospectus. The net asset value of the Portfolio's
shares is determined on each day on which the New York Stock Exchange is open,
provided that the net asset value need not be determined on days when no
Portfolio shares are tendered for redemption and no order for Portfolio shares
is received. The New York Stock Exchange is not open for business on the
following holidays (or on the nearest Monday or Friday if the holiday falls on a
weekend): New Year's Day, Martin Luther King Jr.'s Day, Presidents' Day, Good
Friday, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas.

The portfolio securities in which the Portfolio invests fluctuate in
value, and hence the net asset value per share of the Portfolio also fluctuates.
An example of how the net asset value per share for the Portfolio was calculated
on June 30, 1999 is as follows:

Equity Portfolio
- -----------------------------------------------------------

Net Assets
------------------
Shares Outstanding = Net Asset Value per Share

$26,351,509
------------------
1,613,816 = $16.33

Tax Status
- --------------------------------------------------------------------------------

The Fund will qualify and intends to continue to qualify its Portfolio
as a "regulated investment company" under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"), so as to be relieved of federal income
tax on its capital gains and net investment income distributed to shareholders.
To qualify as a regulated investment company, the Portfolio must, among other
things, receive at least 90% of its gross income each year from dividends,
interest, gains from the sale or other disposition of securities and certain
other types of income including, with certain exceptions, income from options
and futures contracts. The Code also requires a regulated investment company to
diversify its holdings. The Internal Revenue Service has not made its position
clear regarding the treatment of futures contracts and options for purposes of
the diversification test, and the extent to which the Portfolio could buy or
sell futures contracts and options may be limited by this requirement.

The Code requires that all regulated investment companies pay a
nondeductible 4% excise tax to the extent the regulated investment company does
not distribute 98% of its ordinary income, determined on a calendar year basis,
and 98% of its capital gains, determined, in general, on an October 31 year end.
The required distributions are based only on the taxable income of a regulated
investment company.

Ordinarily, distributions and redemption proceeds earned by the
Portfolio shareholder are not subject to withholding of federal income tax.
However, if a shareholder fails to furnish a tax identification number or social
security number, or certify under penalties of perjury that such number is
correct, the Fund may be required to withhold federal income tax ("backup
withholding") from all dividend, capital gain and/or redemption payments to such
shareholder. Dividends and capital gain distributions may also be subject to
backup withholding if a shareholder fails to certify under penalties of perjury
that such shareholder is not subject to backup withholding due to the
underreporting of certain income. These certifications are contained in the
purchase application enclosed with the Prospectus.

Calculations of Performance Data
- --------------------------------------------------------------------------------

From time to time the Fund may quote the yield for the Portfolio in
advertisements or in reports and other communications to shareholders. For this
purpose, yield is calculated by dividing the Portfolio's net investment income
per share for the base period, which is 30 days or one month, by the Portfolio's
maximum offering purchase price on the last day of the period and annualizing
the result. The Portfolio's net investment income changes in response to
fluctuations in interest rates and in the expenses of the Portfolio.
Consequently, any given quotation should not be considered as representative of
what the Portfolio's yield may be for any specified period in the future.

Yield information may be useful in reviewing the Portfolio's
performance and for providing a basis for comparison with other investment
alternatives. However, the Portfolio's yield will fluctuate, unlike other
investments, which pay a fixed yield for a stated period of time. Current yield
should be considered together with fluctuations in the Portfolio's net asset
value over the period for which yield has been calculated, which, when combined,
will indicate the Portfolio's total return to shareholders for that period.
Other investment companies may calculate yields on a different basis. In
addition, investors should give consideration to the quality and maturity of the
portfolio securities of the respective investment companies when comparing
investment alternatives.

Investors should recognize that in periods of declining interest rates
a bond portfolio's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates, such portfolio's yield will tend
to be somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a bond portfolio from the continuous sale of its shares will likely
be invested in instruments producing lower yields than the balance of such
portfolio's holdings, thereby reducing the current yield of such portfolio. In
periods of rising interest rates, the opposite can be expected to occur.

The Fund may also quote the indices of bond prices and yields prepared
by Lehman Bros., Inc., Salomon Bros., Inc., Merrill Lynch or other leading
broker-dealer firms. These indices are not managed for any investment goal and
their composition may be changed from time to time.

In connection with the quotations of yields in advertisements described
above, the Fund will also provide average annual total returns from the date of
inception for one, five and ten-year periods if applicable. Total return is a
calculation that equates the initial amount invested to the ending redeemable
value at a specified time. It assumes the reinvestment of all dividends and
capital gains distributions. Average total return will be the average of the
total returns for each year in the period. The Portfolio may also provide a
total return figure for the most recent calendar quarter prior to the
publication of the advertisement.

The average annual total returns of the Portfolio for one year ending
June 30, 1999 and from inception to date ending June 30, 1999 are as follows:

- ------------------------------------- ------------------------------
EQUITY PORTFOLIO Annualized Total Return
- ------------------------------------- ------------------------------

1 Year Ended 6/30/99 -1.97%

07/05/94 (Inception) to 6/3099 16.23%
- ------------------------------------- ------------------------------

Independent Auditors
- --------------------------------------------------------------------------------

Deloitte & Touche LLP, 411 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, serves as the Fund's independent auditors. Their services include
examination of the Fund's financial statements.

Financial Statements
- --------------------------------------------------------------------------------

The Fund's audited financial statements are incorporated by reference
to the Fund's Annual Report for the fiscal year ended June 30, 1999 as filed
with the SEC.

Appendix A
- --------------------------------------------------------------------------------

RATINGS OF CORPORATE OBLIGATIONS,
COMMERCIAL PAPER, AND PREFERRED STOCK

Ratings of Corporate Obligations

Moody's Investors Service, Inc.

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

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

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

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

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

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

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

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

Those securities in the A and Baa groups which Moody's believes possess
the strongest investment attributes are designated by the symbols A-1 and Baa-1.
Other A and Baa securities comprise the balance of their respective groups.
These rankings (1) designate the securities which offer the maximum in security
within their quality groups, (2) designate securities which can be bought for
possible upgrading in quality, and (3) additionally afford the investor an
opportunity to gauge more precisely the relative attractiveness of offerings in
the marketplace.

Standard & Poor's Corporation

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

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

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

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

BB--B--CCC-CC: Bonds rated BB, B, CCC, and CC are regarded, on balance,
as predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation among such bonds and CC the highest
degree of speculation. Although such bonds will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

Commercial Paper Ratings

Standard & Poor's Corporation

Commercial paper ratings are graded into four categories, ranging from
"A" for the highest quality obligations to "D" for the lowest. Issues assigned
the A rating are regarded as having the greatest capacity for timely payment.
Issues in this category are further refined with the designation 1, 2 and 3 to
indicate the relative degree of safety. The "A-1" designation indicates that the
degree of safety regarding timely payment is very strong. Those issues
determined to possess overwhelming safety characteristics will be denoted with a
plus sign designation.

Moody's Investors Service, Inc.

Moody's commercial paper ratings are opinions of the ability of the
issuers to repay punctually promissory obligations not having an original
maturity in excess of nine months. Moody's makes no representation that such
obligations are exempt from registration under the Securities Act of 1933, nor
does it represent that any specific note is a valid obligation of a rated issuer
or issued in conformity with any applicable law. Moody's employs the following
three designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers:

Prime-1 Superior capacity for repayment
Prime-2 Strong capacity for repayment
Prime-3 Acceptable capacity for repayment

Ratings of Preferred Stock

Standard & Poor's Corporation

Standard & Poor's preferred stock rating is an assessment of the
capacity and willingness of an issuer to pay preferred stock dividends and any
applicable sinking fund obligations. A preferred stock rating differs from a
bond rating inasmuch as it is assigned to an equity issue, which issue is
intrinsically different from, and subordinated to, a debt issue. Therefore, to
reflect this difference, the preferred stock rating symbol will normally not be
higher than the bond-rating symbol assigned to, or that would be assigned to,
the senior debt of the same issuer.

The preferred stock ratings are based on the following considerations:

1. Likelihood of payment--capacity and willingness of the issuer
to meet the timely payment of preferred stock dividends and any applicable
sinking fund requirements in accordance with the terms of the obligation.

2. Nature of and provisions of the issue.

3. Relative position of the issue in the event of bankruptcy,
reorganization, or other arrangements affecting creditors' rights.

AAA: This is the highest rating that may be assigned by Standard &
Poor's to a preferred stock issue and indicates an extremely strong capacity to
pay the preferred stock obligations.

AA: A preferred stock issue rated AA also qualifies as a high
quality fixed income security. The capacity to pay preferred stock obligations
is very strong, although not as overwhelming as for
issues rated AAA.

A: An issue rated A is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions.

BBB: An issue rated BBB is regarded as backed by an adequate capacity
to pay the preferred stock obligations. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to make payments for a preferred
stock in this category than for issues in the A category.

BB, B, CCC: Preferred stock issues rated BB, B, and CCC are regarded,
on balance, as predominantly speculative with respect to the issuer's capacity
to pay preferred stock obligations. BB indicates the lowest degree of
speculation and CCC the highest degree of speculation. While such issues will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

CC: The rating CC is reserved for a preferred stock issue in
arrears on dividends or sinking fund payments but that is currently paying.

C: A preferred stock rated C is a nonpaying issue.

D: A preferred stock rated D is a nonpaying issue with the
issuer in default on debt instruments.

NR indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that S & P does not rate
a particular type of obligation as a matter of policy.

Plus (+) or Minus (-): To provide more detailed indications of
preferred stock quality, the ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

Moody's Investors Service, Inc.

aaa: An issue that is rated aaa is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stocks.

aa: An issue that is rated aa is considered a high-grade
preferred stock. This rating indicates that there is reasonable assurance that
earnings and asset protection will remain relatively well maintained in the
foreseeable future.

a: An issue which is rated a is considered to be an upper-medium
grade preferred stock. While risks are judged to be somewhat greater than in
the aaa and aa classifications, earnings and asset protection are, nevertheless,
expected to be maintained at adequate levels.

baa: An issue that is rated baa is considered to be medium grade,
neither highly protected nor poorly secured. Earnings and asset protection
appear adequate at present but may be questionable over any great length of
time.

ba: An issue that is rated ba is considered to have speculative
elements and its future cannot be considered well assured. Earnings and asset
protection may be very moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in this class.

b: An issue that is rated b generally lacks the characteristics
of a desirable investment. Assurance of dividend payments and maintenance of
other terms of the issue over any long period of time may be small.

caa: An issue that is rated caa is likely to be in arrears on
dividend payments. This rating designation does not purport to indicate the
future status of payments.

ca: An issue which is rated ca is speculative in a high degree
and is likely to be in arrears on dividends with little likelihood of eventual
payment.

c: This is the lowest rated class of preferred or preference
stock. Issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

KPM FIXED INCOME PORTFOLIO
A Series of KPM Funds, Inc.

STATEMENT OF ADDITIONAL INFORMATION

November 1, 1999

This Statement of Additional Information is not a prospectus. This Statement of
Additional Information relates to the Prospectus of the KPM Fixed Income
Portfolio dated November 1, 1999, and should be read together with that
Prospectus. To receive a copy of the Prospectus, write to KPM Funds, Inc. or
call the nationwide toll free number 1-877-KPM-FUND.

The audited financial statements for KPM Funds, Inc. for the fiscal year ended
June 30, 1999 are incorporated by reference to KPM Funds' 1999 Annual Report.

KPM Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201-0701

Table of Contents

General Information about KPM Funds, Inc.......................................2
Description of the Fixed Income Portfolio......................................3
Investment Restrictions........................................................3
Investments and Risks..........................................................5
Management of the Fund.........................................................9
Control Person and Principal Holders of Securities............................10
Investment Adviser............................................................11
Fund Administration...........................................................12
Fund Accounting and Transfer Agent............................................12
Custodian.....................................................................12
Distributor...................................................................13
Distribution Plan.............................................................13
Portfolio Transactions and Brokerage Allocations..............................15
Purchase of Shares............................................................16
Redemption of Shares..........................................................16
Pricing of Shares.............................................................16
Tax Status....................................................................16
Calculations of Performance Data..............................................16
Independent Auditors..........................................................16
Financial Statements..........................................................16
Appendix A....................................................................16

KPM FIXED INCOME PORTFOLIO

General Information about KPM Funds, Inc.
- --------------------------------------------------------------------------------

Capital Stock
The Fund is authorized to issue a total of one billion shares of common
stock, with a par value of $.00001 per share. Of these shares, the Fund's
Articles of Incorporation authorize the issuance of 50 million shares in each
series designated KPM Equity Portfolio shares and KPM Fixed Income Portfolio
(the "Portfolio") shares. The Board of Directors is empowered under the Fund's
Articles of Incorporation to issue other shares of the Fund's common stock
without shareholder approval or to designate additional authorized but unissued
shares for issuance by one or more existing Portfolio.

Description of the Fixed Income Portfolio
- --------------------------------------------------------------------------------

The investment objective of the KPM Fixed Income Portfolio is to
provide a high level of total return over a market cycle of 3 to 5 years,
consistent with the preservation of capital and prudent investment management.
The investment objective is fundamental and therefore cannot be changed without
the approval of shareholders.

As further discussed in the Prospectus, the Portfolio will invest in
marketable, fixed income securities with investment grade ratings. See Appendix
A for a description of ratings. These include government obligations, corporate
debt, asset-backed securities and mortgage-backed securities such as mortgage
pass-through certificates and collateralized mortgage obligations (CMOs) issued
by government-sponsored agencies and mortgage banking companies. Additional
investments may also include dividend paying preferred stocks, non-investment
grade corporate debt, municipal bonds and various money market instruments. With
respect to asset-backed and mortgage-backed securities, the term issuer will
mean any separate trust or other entity formed exclusively to issue
mortgage-backed and asset-backed securities, consisting of a discrete pool of
underlying loans or leases.