IPS FUNDS, 485BPOS, 1999-04-01

IPS FUNDS
485BPOS, 1999-04-01

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File Nos. 33-83132 and 811-8718
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. 10 X
-
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
-
Amendment No. 11 X
-
(Check appropriate box or boxes)

IPS FUNDS

625 S. Gay Street, Suite 630, Knoxville, Tennessee 37902
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (423) 524-1676

Gregory D'Amico, 625 S. Gay Street, Suite 630, Knoxville, TN 37902
(Name and Address of Agent for Service)

With copy to: Reinaldo Pascual, Esq., Kilpatrick Stockton LLP,
1100 Peachtree Street, Suite 2800, Atlanta, Georgia 30309

Release Date: March 31,1999

It is proposed that this filing will become effective:
<TABLE>
<CAPTION>
<S> <C>
_____ immediately upon filing pursuant to paragraph (b) x on March 31, 1999 pursuant to paragraph (b) of Rule 485
----
60 days after filing pursuant to paragraph (a) _____ on (date) pursuant to paragraph (a) of Rule 485
- -----
_____ 75 days after filing pursuant to paragraph (a)(2) _____ on (date) pursuant to paragraph (a)(2) of Rule 485
</TABLE>

TITLE OF SECURITIES BEING REGISTERED: Common Stock, par value $0.0001
per share

The Registrant hereby registers an indefinite number of securities
under Rule 24f-2 of the Investment Company Act of 1940.

-1-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
IPS FUNDS
CROSS REFERENCE SHEET
FORM N-1A

IPS MILLENNIUM FUND/IPS NEW FRONTIER FUND PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION

ITEM SECTION IN PROSPECTUS
<S> <C>
1............................. Cover Pages

2............................. Summary of Principal Investment Objective and Strategies; Principal Risks of
Investing in the Funds
3............................. Fees and Expenses of the Fund
4............................. Additional Information About the Funds' Investment Objectives and Strategies
5............................. Financial Highlights
6............................. Management and Administration
7............................. Valuation of Shares; Buying Fund Shares; Redeeming Your Shares;
Distributions; Federal Taxes
8............................. None
9............................. Financial Highlights

ITEM SECTION IN STATEMENT OF ADDITIONAL INFORMATION

10............................ Cover Page; Table of Contents
11............................ General Information and History
12............................ General Information and History; U.S. Government Securities; Repurchase
Agreements; Investment Restrictions; Temporary Defensive Positions; Portfolio
Turnover
13............................ Trust Trustees and Officers
14............................ Trust Trustees and Officers
15............................ The Investment Advisor and Underwriter; Transfer Agent; Custodian;
Independent Accountants
16............................ Fund Transactions and Brokerage
17............................ Capital Stock and Other Securities; Exchange Privilege; Automatic Monthly
Exchange; Systematic Withdrawls; Retirement Plans
18............................ Purchase of Shares; Telephone Purchases by Securities Firms; Net Asset Value
19............................ Dividends, Distributions and Taxes
20............................ The Investment Advisor and Underwriter
21............................ Performance
22............................ Financial Statements
</TABLE>

-2-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
IPS FUNDS
A FAMILY OF NO-LOAD FUNDS

TABLE OF CONTENTS
IPS MILLENNIUM FUND
IPS NEW FRONTIER FUND
<S> <C> <S>
Summary Of Principal Investment
Objectives and Strategies . . . . . . 4
Principal Risks of Investing in the
Funds . . . . . . . . . . . . . . . . 5 PROSPECTUS
Past Performance . . . . . . . . . . . . 6 March 31, 1999
Fees And Expenses of the Funds . . . . . 7
Financial Highlights . . . . . . . . . . 8
Additional Information About The Funds'
Investment Objectives And Strategies . . 10
Year 2000 Readiness . . . . . . . . . . . 12 Managed By
Valuation Of Shares . . . . . . . . . . . 12
Buying Fund Shares . . . . . . . . . . . 13 IPS ADVISORY, INC.
Redeeming Your Shares . . . . . . . . . . 14 625 S. Gay Street.
Additional Information About Purchases, Suite 630
Sales, And Exchanges . . . . . . . . . . 14 Knoxville, TN 37902
Distributions . . . . . . . . . . . . . . 15
Federal Taxes . . . . . . . . . . . . . . 15
Management And Administration . . . . . . 15
</TABLE>

The IPS Funds (the "Trust") consists of three separate funds.
This Prospectus includes important information about two of these
funds, the IPS Millennium Fund and the IPS New Frontier Fund (the
"Funds") that you should know before investing. You should read the
Prospectus and keep it for future reference.

The third Fund is the Dynamic Style RotationSM Fund (the "DSRSM
Fund"), described in a separate Prospectus we will send you upon
request.

For questions about investing in the Funds or for Shareholder
Services: 800.232.9142
Applications: Non-Ira, IRA

Internal Revenue Service Forms: 5305-A, 5305-R

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

-3-
<PAGE>
SUMMARY OF PRINCIPAL INVESTMENT OBJECTIVES AND STRATEGIES

IPS MILLENNIUM FUND

INVESTMENT OBJECTIVES

The Fund's primary investment objective is long-term capital growth.
The Fund's secondary objective is dividend income. The Fund's
investment objectives may be changed without shareholder approval.

INVESTMENT STRATEGY

The Fund uses a blended growth and income investment strategy. The Fund
is a growth and income fund that invests in domestic common stocks,
balancing its investments between:

* pure growth stocks, such as telecommunications and Internet
companies, and

* stocks that pay high dividends, such as electric and gas
utilities, real estate investment trusts, and dividend-
paying bank stocks

The Fund may invest in companies of any size, small, medium or large, but
will typically avoid very small companies (micro-caps) under approximately
$250 million in market value. The Fund's investment decisions are largely
based on identifying companies likely to benefit from, or contribute to,
fundamental new directions in technology at any given time, and on research
using the concept of Economic Value Added (EVA)TM, developed by Stern,
Stewart & Co., to measure a company's operating efficiency. EVA also
measures the return on a company's invested capital to determine how
effectively a company is using its capital investments.

IPS NEW FRONTIER FUND

INVESTMENT OBJECTIVES

The Fund's primary objective is growth of capital. The Fund's
investment objectives may be changed without shareholder approval.

INVESTMENT STRATEGY

The Fund uses a growth investment strategy. The Fund invests primarily
in domestic common stock of growth companies using new technologies that
are creating fundamental change in the economy. The Fund also will invest
opportunistically in other types of companies when management cannot find
suitable investment opportunities in companies using new technology. The
Fund will use a value approach focused on the following:

* companies that have suffered declines due to temporary
market, industry, or company factors; and

* companies that are undervalued due to deregulation or other
reasons

The Fund may invest in companies of any size, small, medium or large,
but will typically avoid very small companies (micro-caps) under
approximately $250 million in market value. Like the Millennium Fund,
the Fund's investment decisions are largely based on identifying companies
likely to benefit from, or contribute to, fundamental new directions in
technology at any given time and research using EVA. Unlike the Millennium
Fund, though, the New Frontier Fund is a "non-diversified" fund that
invests in a relatively small number of stocks (typically 20 or so
stocks), and does not try to invest in dividend-paying companies. Because
the Fund invests in so few stocks and stocks in its portfolio do not
typically pay dividends, the Fund's performance may be substantially
affected by an increase or decrease in any one stock in its portfolio.

-4-
<PAGE>
Principal Risks of Investing in the Funds

All investments carry risks, and investments in the Funds are no
exception. You may lose money on your investment in either Fund.
No investment strategy works all the time, and investors
should expect that there will be extended periods when either or both
Funds' investment philosophies and strategies will not be aligned with
where the overall stock market, or particularly large segments of the
market (i.e., large vs. small or growth vs. value companies), are
going.

The principal risks of investing in either of the Funds are:

* MARKET RISK - Stock prices are volatile. In a declining stock market,
stock prices for all companies may decline, regardless of any one
particular company's own unique prospects. In a recession or in a
bear market, all stock mutual funds will likely lose money, day
after day, week after week, month after month, until the recession
or bear market is over. Since the stock market typically enters a
bear market every 3-4 years, investors should understand that the
Funds' value will decline from time to time.

* INTEREST RATE RISK - Increases in interest rates typically lower the
present value of a company's future earnings stream. Since the
market price of a stock changes continuously based upon investors'
collective perceptions of future earnings, stock prices will
generally decline when investors anticipate or experience rising
interest rates.

* BUSINESS RISK - From time to time, a particular set of circumstances
may affect a particular industry or certain companies within the
industry, while having little or no impact on other industries or
other companies within the industry. For instance, some technology
industry companies rely heavily on one type of technology. When
this technology becomes outdated, too expensive, or is not favored
in the market, companies that rely on the technology may rapidly
become unprofitable. However, companies outside of the industry or
those within the industry who do not rely on the technology may not
be affected at all.

* SMALL COMPANY RISK - Stocks of smaller companies may have more risks
than those of larger companies. In general, they have less
experienced management teams, serve smaller markets, and find it
more difficult to obtain financing for growth or potential
development than larger companies. Due to these and other factors,
small companies may be more susceptible to market downturns, and
their stock prices may be more volatile.

* MARKET VALUATION RISK - Some companies that are growing very fast
have unreasonable valuations by traditional valuation techniques.
Since these companies' stock prices do not reflect the usual
relationships between price and corporate earnings or income, their
stocks tend to be extraordinarily volatile and speculative.

* POLITICAL RISK - Regulation or deregulation of particular industries
can have a material impact on the value of companies within the
affected industry. For example, during the past two years, the
electric and gas utility sectors of the economy have been moving
towards deregulation and open price competition. In this new
environment, some companies will make a successful transition into,
and prosper under deregulation, and other companies will mismanage
the process and do poorly.

Because the New Frontier Fund is a pure growth fund (it does not
attempt to balance its growth stock investments with dividend-paying
stocks) and it invests in a relatively small number of stocks, the
Fund is more susceptible to the risks above than the Millennium Fund.<PAGE>
In addition, the New Frontier Fund is subject to the following
additional risks:

* Non-diversified fund risk - In general, a non-diversified fund owns
fewer stocks than other mutual funds. This means that a large loss
in an individual stock causes a much larger loss in the fund's
value than it would in a fund that owns a larger number of
companies.

-5-

<PAGE>
PAST PERFORMANCE

The bar chart and tables below provide an indication of the risks
of investing in the Millennium Fund by showing changes in the Fund's
performance from year to year and by showing how the Fund's average
annual returns for 1 year and since inception compare to those of a
broad-based securities market index.

The New Frontier Fund began operating August 3, 1998, so it does not
have a year's worth of performance to include on the graph. Both the
graph and the table assume reinvestment of all dividends and capital
gains distributions. As with all mutual funds, past performance may
not be a good indicator of how the Fund will perform in the future.

[GRAPHIC APPEARS HERE] REGARDING 1996, 1997 AND 1998
----------------------------------------
| Annual total returns as of 12/31 |
| ================================ |
| |
| 40.3% |
| | |
| | |
| | |
| 24.1% | |
| | 21.4% | |
| | | | |
----------------------------------------
96 97 98

Best Quarter: Q4 '98 +23.35%

Worst Quarter: Q3 '98 - 6.52%
======================================================================

Average annual total return as of 12/31/98*

1 Year 3 Years
- ----------------------------------------------------------------------

Millennium Fund 40.30% 27.56%
S&P 500 Composite 27.08% 29.46%
Value Line Arithmetic 7.32% 21.48%
- ----------------------------------------------------------------------

* The table compares the Fund's performance over time to that of
the S&P 500 and the Value Line Arithmetic Composite Index ("VLA").
The S&P 500 is a widely-recognized, capitalization-weighted,
unmanaged index of 500 large U.S. companies chosen for market size,
liquidity and industry group representation. The VLA is an arithmetically
averaged index of approximately 1,700 U.S. stocks of all different sizes
that is more broadly-based than the S&P 500. The Fund's advisor believes
that an equally-weighted index like the VLA that includes large-, mid- and
small-capitalization stocks is more appropriate as a performance proxy for
its investment strategy than is a narrower, large company, capitalization-
weighted index such as the S&P 500 and other similarly-calculated popular
stock market indexes.

-6-
<PAGE>
FEES AND EXPENSES OF THE FUND

We designed this table to help you understand the costs to
shareholders in the Fund. We based the expense information on
expenses from the last fiscal year for each Fund. Actual expenses may
be different from those shown. This table describes the fees and
expenses that you may pay if you buy and hold shares of the Funds.

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
Millennium Fund New Frontier Fund
--------------- -----------------
<S> <C> <C>
Maximum sales load on purchases ......................... None None
Maximum sales load on reinvested dividends............... None None
Deferred sales load...................................... None None
Redemption fees.......................................... None <F1> None <F1>
Exchange fees............................................ None None

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets)

Millennium Fund New Frontier Fund
--------------- -----------------

Management fees 1.40% <F2> 1.40%<F2>
12b-1 expenses None None
Other expenses None None
Total Fund operating expenses 1.40% <F2> 1.40%<F2>

<F1> The Fund's Custodian charges a $10 fee for each wire redemption.

<F2> The Fund's total operating expenses equal the management fees
paid to the Advisor because the Advisor pays all of the Fund operating
expenses

Example
- -------

This example is intended to help you compare the cost of investing in
the Funds with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in either of the Funds for the
time periods indicated, and then redeem all of your shares at the end
of those periods. The example also assumes that your investment has a
5% return each year, and that the Funds' 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
------ ------- ------- --------

$140 $440 $770 $1680

The Funds are part of a no-load fund family, so you do not pay any
sales charge or commission when you buy or sell shares. If you buy or
sell shares through a broker, you may be charged a fee by the broker,
but not by us. Also, neither Fund has a 12b-1 Plan. Unlike most
other mutual funds, you do not pay additional fees for transfer
agency, pricing, custodial, auditing or legal services. You also don't
pay any additional general administrative or other operating expenses.
Instead, the Advisor for each Fund pays out of its management fees all
of the expenses of the Fund except brokerage, taxes, interest and
extraordinary expenses.

-7-<PAGE>
Financial Highlights

IPS MILLENNIUM FUND. The financial highlights table is intended to
help you understand the Millenium Fund's financial performance since
the Fund began operations January 3, 1995. The financial highlights
describe the fund's performance for the fiscal periods shown. "Total
return" shows how much your investment in the Fund increased (or
decreased) during each period, assuming you had reinvested all
dividends and capital gains distributions. These financial highlights
have been audited by Cherry, Bekaert & Holland, LLP, whose report,
along with the Fund's financial statements, is included in our annual
report, which is available upon request.

</TABLE>
<TABLE>
<CAPTION>

IPS Millennium Fund
-------------------

Financial Highlights, Selected Per Share Data and Ratios
For the
For the Years Ended 11 Months Ended
------------------- -----------------

Nov. 30, 1998 Nov. 30, 1997 Nov. 30, 1996
PER SHARE PER SHARE PER SHARE Nov. 30, 1995
DATA: DATA: DATA: PER SHARE DATA
------------- ------------- ------------- --------------
<S> <C> <C> <C>
NET ASSET VALUE:

Beginning of year $22.31 $18.86 $14.996 $12.000

INCOME FROM INVESTMENT OPERATIONS

Net Investment income 0.044 (0.046) 0.021 0.121
Net realized and unrealized gain
(loss) on investments 5.176 3.576 3.959 2.982

TOTAL INCOME (LOSS) FROM INVESTMENT
OPERATIONS
5.220 3.53 3.980 3.103
LESS DISTRIBUTIONS:
Dividends from net investment income 0.000 0.00 (0.035) 0.107
Distributions from capital gains 0.000 (0.08) (0.081) 0.000
------ ------ ------- --------
Total distributions 0.000 $(0.08) $(0.116) $(0.107)
Net Increase in net asset value 5.220 3.450 3.864 2.996
NET ASSET VALUE:
End of year $27.530 $22.310 $18.860 $14.996
======= ======= ======= ========
Total return (annualized) 23,398% 18.746% 26.751% 28.831%
RATIOS:
Net assets, end of period (thousands) $24,414,949 $11,684.215 $5,613.515 $1,625.600
Ratio of expenses to average net assets 1.40% 1.40% 1.40% 1.40%
Ratio of net income to average net assets 0.17% 0.23% 0.76% 1.00%
Portfolio turnover rate 87.99% 33.17% 55.17% 26.7%
</TABLE>

-8-
<PAGE>

IPS NEW FRONTIER FUND. The Fund began operations August 3, 1998. The
financial highlights describe the Fund's performance for the fiscal
period shown. "Total return" shows how much your investment in the
Fund earned (or lost) during each period, assuming you had
reinvested all dividends and capital gains distributions. These
financial highlights have been audited by Cherry, Bekaert & Holland,
LLP, whose report, along with the fund's financial statements, is
included in our annual report.

IPS New Frontier Fund
---------------------

Financial Highlights, Selected Per Share Data and Ratios

For the
4 Months Ended
--------------

Nov. 30, 1998
PER SHARE DATA
--------------

NET ASSET VALUE:
Beginning of year $ 12.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment income 0.029
Net realized and unrealized gain (loss) on investments 0.571
TOTAL INCOME (LOSS) FROM INVESTMENT OPERATIONS 0.600
LESS DISTRIBUTIONS:
Dividends from net investment income 0.000
Distributions from capital gains 0.000
---------
Total distributions $ 0.000
---------
Net Increase in net asset value 0.600
---------
NET ASSET VALUE:
End of year $ 12.60
=========
Total return (annualized) 16.143%
RATIOS:
Net assets, end of period (thousands) $606,094.25
Ratio of expenses to average net assets 1.39%
Ratio of net income to average net assets 0.76%
Portfolio turnover rate 15.48%

-9-
<PAGE>
ADDITIONAL INFORMATION ABOUT THE FUNDS' INVESTMENT OBJECTIVES AND
STRATEGIES

IPS MILLENNIUM FUND
INVESTMENT OBJECTIVES

The primary investment objective of the Millennium Fund is long-term
growth of capital. Its secondary objective is dividend income. The
Fund's investment objectives may be changed without shareholder
approval.

INVESTMENT STRATEGY

The Fund uses a blended growth and income strategy. The Fund seeks
to achieve growth using only U.S. stocks, and by balancing investment
in pure growth stocks such as telecommunications and Internet companies,
with stocks that pay high dividends, such as electric and gas utilities,
real estate investment trust, and dividend-paying bank stocks. You can
think of this as a "Barbell Strategy". On one end of the barbell are
high growth companies with no dividends, and on the other end are low
growth companies with high dividends. In between is a small amount of
Fund assets invested in moderate growth, moderate dividend companies.
The amount invested in the two ends of the barbell are constantly adjusted
to achieve the Fund's investment objectives. Pure high growth stocks can
be more volatile than the overall market. We use high dividend companies to
reduce that volatility, not to generate income for shareholders. Thus,
the Fund is not a pure growth fund, but pursues a blended strategy of
growth and income stocks.

To choose stocks for the Fund, we try to identify companies likely to
benefit from, or contribute to, fundamental new directions in technology
at any given time. We determine technological directions based on our review
of research materials, including but not limited to, historical treaties,
scientific literature, industry, government and academic white papers,
industry and sector analyses and research reports, individual company
analyses and research reports, new analysts, daily and monthly financial
press and other sources. We then invest in companies we believe have the
best chance of benefiting from these changes to add long-term value for
shareholders. In making our determinations, we attempt to identify
companies with a high rate of sales growth that are creating value more
rapidly than their competitors or the overall economy. We will not attempt
to time the stock market, and expect to remain fully invested during all
normal up and down market cycles.

When possible, we base our decisions on research that uses the concept
of Economic Value Added (EVA)TM developed by Stern, Stewart & Co., as a
measure of companies' operating and capital efficiency. EVA adjusts a
company's financial statements for distortions caused by GAAP
accounting, and measures whether management is earning a return on
invested capital that is higher than their weighted cost of capital,
without which management cannot add value.

The Fund may buy companies of anysize, but the Advisor normally avoids
very small companies (micro-caps) under approximately $250 million in
market value. The Fund will invest most of its assets in U.S. stocks,
and the remainder in money market securities.

TEMPORARY DEFENSIVE POSITIONS. The Fund may, from time to time, take
temporary defensive positions that are inconsistent with the Fund's
principal investment strategies in an attempt to respond to adverse
market, economic, political or other conditions. During such an
unusual crisis, the Fund may hold up to 100% of its portfolio in money
market and U.S. Government securities. When the Fund takes a
temporary defensive position, the Fund may not be able to achieve its
investment objective.

PORTFOLIO TURNOVER. Although the Fund's strategy emphasizes longer-
term investments that typically result in Portfolio Turnover less than
75%, the Fund may, from time to time, have a higher Portfolio Turnover
when the Adviser's implementation of the Fund's investment strategy or
a temporary defensive position results in frequent trading. Since each
trade by the Fund costs the Fund a brokerage commission, high
Portfolio Turnover may have a significant adverse impact on the Fund's
performance. In addition, because sales of securities in the Fund's
portfolio may result in taxable gain or loss, high Portfolio Turnover
may result in significant tax consequences for shareholders.

-10-<PAGE>
IPS NEW FRONTIER FUND

INVESTMENT OBJECTIVE

The New Frontier Fund's investment objective is growth of capital. The
Fund's investment objective may be changed without shareholder
approval.

INVESTMENT STRATEGY

The Fund's strategy is growth of capital using a value investment
approach. As with the Millennium Fund, our approach is to identify
companies likely to benefit from, or contribute to, fundamental new
directions in technology at any given time. We determine technological
directions based on our review of research materials, including but
not limited to, historical treatises, scientific literature, industry,
government and academic white papers, industry and sector analyses and
research reports, individual company analyses and research reports,
news analysts, daily and monthly financial press and other sources.
We will then identify companies we believe have the best chance of
benefiting from these changes to add long-term value for shareholders.
These companies should have a high rate of sales growth, and be able
to create value more rapidly than their competitors or the overall
economy.

We typically buy stocks of U.S. companies that are mostly in high tech
sectors (i.e., telecommunications, Internet stocks, software, etc.), and
that have suffered major declines in value that are clearly due to temporary
market, industry or company factors, without any change in the underlying,
long-term fundamentals, or that we feel are highly undervalued for other
reasons, such as deregulation. The Fund also will invest opportunistically
in other types of companies when management cannot find suitable investment
opportunities in new technology.

<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------------------------------------------------------
| WHAT IS A NON-DIVERSIFIED FUND? | Unlike the Millennium Fund, the New
| | Frontier Fund is a non-diversified fund.
| Most mutual funds elect to be "diversified" funds that, as to 75% of their | This means we can hold larger positions in
| assets, cannot invest more than 5% of their assets in any one security at | one individual company and own fewer
| any given time. A non-diversified fund is not subject to this limitation, | stocks than most mutual funds in our
| and so it can hold a relatively small number of securities in its portfolio. | portfolio. Thus, diversification will not be
| Even a non-diversified fund has to have some diversification for tax purposes, | as high as it is in most mutual funds, due
| though. Under the tax code, all mutual funds are required, at the enf of each | to concentration among a smaller number
| quarter of the taxable year, to have (i) at least 50% of the market value of | of securities, each making up a larger
| the Fund's total assets be invested in cash, U.S. Government securities, the | portion of the fund's portfolio of
| securities of other regulated investment companies, and other securities, | investments.
| limited with respec to any one issuer limited for the purposes of this |
| calculation to an amount not greater than 5% of the value of the Fund's |
| total assets, and (ii) not more than 25% of the value of its total assets |
| be invested in the securities of any one issuer (other than U.S. Government |
| securities or the securities of other regulated investment companies). |
- ---------------------------------------------------------------------------------
</TABLE>
We do not attempt to time the stock market, and expect to remain fully
invested during all normal times, including all normal up and down
market cycles. The Fund may buy stocks of any size company, although
we normally will avoid very small companies (micro-caps) under
approximately $250 million in market value. The Fund will invest most
of its assets in U.S. stocks, and the remainder in money market
securities.

TEMPORARY DEFENSIVE POSITIONS. The Fund may, from time to time, take
temporary defensive positions that are inconsistent with the Fund's
principal investment strategies in an attempt to respond to adverse
market, economic, political or other conditions. During such an
unuasual crisis, the Fund may hold up to 100% of its portfolio in
money market and U.S. Government securities. When the Fund takes a
temporary defensive position, the Fund may not be able to achieve its
investment objective.

PORTFOLIO TURNOVER. The Fund typically holds investments in its
portfolio only until those investments reach what the Fund believes is
a fair valuation level. This strategy results in high Portfolio
Turnover, typically between 125-150%. Since each trade by the Fund
costs the Fund a brokerage commission, high Portfolio Turnover may
have a significant adverse impact on the Fund's performance. In
addition, because each sale of securities in the Fund's portfolio may
result in taxable gain or loss, high Portfolio Turnover may result in
significant tax consequences for shareholders.

-11-<PAGE>
YEAR 2000 READINESS

The Funds and their service providers depend on their computer systems to
conduct their businesses. If the Funds' or any of these service providers'
computer systems experience difficulty processing information with dates on or
after January 1, 2000, the Funds may have difficulty running their businesses.
To avoid these potential problems, the Funds are working hard to identify and
correct year 2000 related processing problems in their systems, and have
obtained or are getting assurances from their service providers that they are
taking similar precautions. Nevertheless, the Funds or their service providers
may not identify and correct all year 2000 related computer problems in time.
Any such failure could prevent the Funds from properly handling securities
investments, trades, pricing, or the processing of purchases and sales of Fund
shares.

As the Funds continue prepreparing their systems for the Year 2000, the
Funds recognize that many of the issuers of securities they buy, sell and
hold may also be substantially affected by Y2K-related problems. Accordingly,
the Funds are reviewing Y2K disclosures made by current and potential portfolio
companies in their reports filed with the Securities and Exchange Commission.
Company-specific Y2K concerns raised by these reviews, as well as any company-
specific Y2K issues raised by industry analysts, are one of the factors the
Funds consider during the investment decision-making process. Of course, the
Funds cannot insulate themselves from Y2K-related problems completely, since
it is impossible to protect against misleading or incomplete Y2K-related
disclosures, unanticipated Y2K problems at any of the Funds' portfolio
companies, or a general market downturn due to widespread Y2K panic. The
Funds hope, however, that the steps they are taking will protect the Funds'
investment portfolios, as much as possible, from losses related to the
Year 2000, but there are no guarantees.

VALUATION OF SHARES

The Funds' share prices are determined based upon net asset value
(NAV). The Funds calculate NAV at approximately 4:00 p.m., New York
time, each day that the New York Stock Exchange is open for trading.
The NAV per share of each Fund is determined by dividing the total
value of the applicable Fund's investments and other assets less any
liabilities by its number of outstanding shares.

Equity securities listed on a national securities exchange or quoted
on the NASDAQ National Market System are valued at the last sale price
on the day the valuation is made or, if no sale is reported, at the
latest bid price. Valuations of variable and fixed income securities
are supplied by independent pricing services approved by IPS's Board
of Directors. Other assets and securities for which no quotations are
readily available are valued at fair value as determined in good faith
by or under the direction of IPS's Board of Directors. Securities with
maturities of sixty (60) days or less are valued at amortized cost.

-12-
<PAGE>
BUYING FUND SHARES

To invest, you may purchase shares directly from each Fund by sending
your check in the amount of your investment, made out to the
appropriate Fund, to:

IPS FUNDS C/O THE PROVIDENT BANK
CUSTODY SERVICES 660D
P.O. BOX 2176
CINCINNATI, OHIO 45202.

You may also invest in either Fund through a broker-dealer other than
the Funds' distributor, rather than investing directly. Since a
broker-dealer may charge you additional or different fees for purchasing
or redeeming shares than those described in this Prospectus, ask your
broker-dealer about his or her fees before investing.

For direct purchases, your order will be priced at the next NAV after
your order is received in good order. For purchases of shares through
a broker, orders are deemed to have been received by the Fund when the
order is received in good order by the broker, and are executed at
the next determined NAV after such receipt by the broker or the
broker's authorized designee.

Your investment must meet the minimum investment requirements in the
chart below. All investments must be in U.S. dollars. Third-party
checks cannot be accepted. Your bank may also wire money to the
Custodian. Please call 800.232.9142 for wiring instructions.
<TABLE>
<CAPTION>
<S> <S> <C> <C>
-----------------------------------------------------------
TRADITIONAL IRA*: | MINIMUM INVESTMENTS |
Assets grow tax-deferred and contributions may be | |
deductible. Withdrawals and distributions are taxable | Initial Additional |
in the year made. | |
| Regular Accounts $1,000 $100 |
SPOUSAL IRA: | |
An IRA in the name of a non-working spouse by a working | |
spouse. | Automatic investment |
| plans (regular or IRA) $ 100 $100 |
ROTH IRA: | |
An IRA with tax free growth of assets and distributions, | IRAs (Spousal, Roth, |
if certain conditions are met. Contributions are not | all but Education IRAs) $1,000 $100 |
deductible. | |
| Education IRAs $ 500 N/A |
EDUCATION IRA: | |
An IRA with tax-free growth of -----------------------------------------------------------
assets and distributions,
if used to pay qualified educational expenses.
Contributions are not deductible.

* IRA stands for "Individual Retirement Account." IRAs are special
types of accounts that offer different tax advantages. You should
consult your tax professional to help decide which is right for you.
</TABLE>

-13-<PAGE>
REDEEMING YOUR SHARES

To redeem your shares, send a letter of instruction to the Transfer
Agent with your name, account number and the amount you wish to
redeem. Mail the redemption request to: IPS FUNDS, 625 S. GAY
STREET, SUITE 630, KNOXVILLE, TN 37902. We will buy back (redeem),
without charge, your shares at the current NAV on the day we receive a
valid request for redemption. If you request sales proceeds via wire
redemption, we will charge your account $10.

A signature guarantee is required for any withdrawal which is over
$50,000, or which is mailed to another address or person that is not
the address or person of record.

If you invested in the Fund through a broker-dealer other than the
Funds' distributor, you will need to contact your broker-dealer to
redeem your shares. The broker-dealer may charge you additional or
different fees for redeeming shares than those described in this
Prospectus.

ADDITIONAL INFORMATION ABOUT PURCHASES, SALES, AND EXCHANGES

SMALL ACCOUNTS. Due to the high costs of maintaining small accounts,
either Fund may ask that you increase your Fund balance if your
account with the Fund falls below $1,000. If the account remains under
$1,000 after 30 days, the Fund may close your account and send you the
proceeds.

EXCHANGES. Each Fund permits you to exchange your Fund's shares for
shares in the other Fund or the other fund in the IPS Funds family,
the DSRTM Fund, without charge, if the fund being acquired offers its
shares for sale in your state. The Funds' exchange opportunities
include one-time exchanges as well as automatic periodic exchanges.

Exchange requests should be sent in writing to the Transfer Agent,
signed by each registered owner (signature guarantees are necessary
for any exchange of over $50,000). If the exchange request satisfies
the requirements for a redemption, the exchange will be based on the
NAVs of the shares involved, determined at the end of the day on which
the request is received. Before requesting an exchange, you should
review a current Prospectus for the new fund you will acquire to be
sure you fully understand the investment objectives and portfolio of
the new fund.

SYSTEMATIC WITHDRAWALS. If your account's value is more than $10,000,
you may be eligible for our Systematic Withdrawal Program that allows
you to withdraw a fixed amount from your account each month or
calendar quarter. Each withdrawal must be $250 or more, and you
should note that a withdrawal involves a redemption of shares that may
result in a gain or loss for federal income tax purposes. Please
contact us for more information about the Systematic Withdrawal
Program.

TELEPHONE PURCHASES BY SECURITIES FIRMS. Brokerage firms that are
NASD members may telephone the Transfer Agent at 800.232.9142 and buy
shares for investors who have investments in either Fund through the
brokerage firm's account with the applicable Fund. By electing
telephone purchase privileges, NASD member firms, on behalf of
themselves and their clients, agree that neither the Funds, the
Underwriter nor the Transfer Agent shall be liable for following
telephone instructions reasonably believed to be genuine. To be sure
telephone instructions are genuine, the Funds and their agents send
written confirmations of transactions to the broker that initiated the
telephone purchase. As a result of these and other policies, the NASD
member firms may bear the risk of any loss in the event of such a
transaction. However, if the Transfer Agent or a Fund fails to follow
these established procedures, they may be liable. Each Fund may
modify or terminate these telephone privileges at any time.

-14-
<PAGE>
MISCELLANEOUS. Each Fund reserves the right to:

* refuse to accept any request to purchase shares of the Fund for
any reason;
* refuse any redemption or exchange request involving recently
purchased shares until the check for the recently purchased shares
has cleared;
* change or discontinue its exchange privileges, or temporarily
suspend these privileges during unusual market conditions;
* delay mailing redemption proceeds for up to seven days (most
redemption proceeds are mailed within three days after receipt of a
request); or
* process any redemption request that exceeds $250,000 or 1% of
the Fund's assets (whichever is less) by paying the redemption
proceeds in portfolio securities rather than cash (typically
referred to as "redemption in kind").

DISTRIBUTIONS

Each Fund distributes its net investment income two times per year,
usually in October and December. Each Fund distributes its net long-
term capital gains once per year, usually in December. Unless you
instruct us otherwise, your distributions will be reinvested
automatically in additional shares (or fractions thereof) of the
applicable Fund.

FEDERAL TAXES

Distributions to shareholders are taxable to most investors (unless
your investment is an IRA or other tax advantaged account). The tax
status of any distribution is the same regardless of how long you have
been in the fund and whether you reinvest your distributions or
receive them in cash.
<TABLE>
<CAPTION>
<S> <S> <C> <C>
---------------------------------------------------------------------------------
| Taxability of Distributions |
| --------------------------- |
The table to the right can provide | Tax rate for Tax rate for |
a guide for your potential tax | Type of distribution 15% bracket 28% bracket or above |
liability when selling or exchanging | -------------------- ------------ -------------------- |
fund shares. | Income dividends Ordinary Income Rate Ordinary Income Rate |
fund shares. | |
| |
"Short-term capital gains" applies | Short-term capital gains Ordinary Income Rate Ordinary Income Rate |
to fund shares sold up to 12 months | |
after buying them. "Long-term | Long-term capital gains 10% 20% |
capital gains" applies to shares | |
held for more than 12 months. ---------------------------------------------------------------------------------
</TABLE>

An exchange of one Fund's shares for the other Fund will be treated
as a sale of the Fund's shares and any gain on the transaction may be
subject to federal income tax. Because everyone's tax situation is
unique, be sure to consult your tax adviser about federal, state and
local tax consequences.

-15-<PAGE>
MANAGEMENT AND ADMINISTRATION

THE INVESTMENT ADVISOR

IPS Advisory, Inc. serves as the Advisor who manages the investments,
business affairs, and provides investment research for each Fund. The
Advisor also furnishes advice and recommendations to each Fund
regarding securities to be purchased and sold, and manages the
investments of the Funds, subject to the oversight of the Funds' Board
of Trustees. The Advisor's principal office is located at 625 S. Gay
Street, Suite 630, Knoxville, TN 37902.

Each Fund pays the Advisor a monthly fee based on the following
schedule:

Annualized Percentage of
Average Daily Net Assets Asset Level
------------------------- -----------
1.40% 0 - $100,000,000
1.15% $100,000,001-$250,000,000
0.90% $250,000,001+

The Advisor is controlled by Greg D'Amico, President, and Robert
Loest, Ph.D., CFA, Chief Executive Officer. Mr. D'Amico and Mr. Loest
both have extensive experience in equities analysis, having managed
investment portfolios for individual clients, including corporations
and retirement plans, on a full time basis since 1986. They have
managed the Funds' portfolios since their inception.

BOARD OF TRUSTEES

The Funds are members of the IPS Funds, an open-end management
investment company organized as an Ohio business trust on August 10,
1994. The Board of Trustees of the Trust supervises the operations of
each Fund according to applicable state and federal law, and is
responsible for the overall management of the Funds' business affairs.

-16-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Additional information about the Funds' INVESTMENT ADVISOR
investments is available in the Funds' annual and AND TRANSFER AGENT:
semi-annual reports to shareholders. In the Funds' IPS Advisory Inc.
annual report, you will find a discussion of the 625 Gay Street
market conditions and investment strategies that Suite 630
significantly affected the Funds' performance Knoxville, Tennessee 37902
during its last fiscal year. 423.524.1676 in Knoxville
800.232.9142
Also, a Statement of Additional Information about
the Funds has been filed with the Securities and BOARD OF TRUSTEES:
Exchange Commission. This Statement (which is Greg D'Amico, President
incorporated in its entirety by reference in this Robert Loest, CFA
Prospectus) contains more detailed information Woodrow Henderson, J.D.
about the Funds. Veenita Bisaria, CFA
Bill Stegall
The Fund's annual and semi-annual reports and
the Funds' Statement of Additional Information
are available without charge upon written request to CUSTODIAN:
IPS Advisory, Inc., 625 South Gay Street, The Prodivent Bank
Suite 630, Knoxville, TN 37902 or by calling Custody Services, 660D
us at 800-232-9142. P.O. Box 2176
Cincinnati, Ohio 45202
You can also review or obtain copies of these 800.424.2295
reports by visiting the Securities and Exchange
Commission's Public Reference Room in Washington, D.C.
or by sending your request and a duplicating fee
to the Public Reference Room Section of the INDEPENDENT AUDITOR:
Commission, Washington, DC 20549-6009. Information Cherry Bekaert & Holland, L.L.P.
on the operation of the Public Reference Room may 625 South Gay Street
be obtained by calling the Commission at 1-800-SEC- Suite 500
0330.

Reports and other information about the Funds can Knoxville, Tennessee 37902
also be viewed online on the Commission's Internet
site at http://www.sec.gov. LEGAL COUNSEL:
Kilpatrick Stockton LLP
1100 Peachtree Street
IPS Funds Investment Act File Number: Atlanta, Georgia 30309
811-08718
</TABLE>
<PAGE>
<PAGE>
IPS MILLENNIUM FUND AND IPS NEW FRONTIER FUND

PART B

STATEMENT OF ADDITIONAL INFORMATION

March 31, 1999

IPS Funds (the "Trust") was organized as an Ohio business trust on
August 10, 1994, and commenced operations on January 3, 1995. The
Trust currently offers three Funds representing separate Fund of
investments.

Two of the series of the IPS Funds, both of which are described in
detail in the Fund's prospectus dated March 31, 1999 (the
"Prospectus") and this Statement of Additional Information (the
"Funds"), are the IPS Millennium Fund, a diversified fund (the
"Millennium Fund") and the IPS New Frontier Fund, a non-diversified
fund (the "New Frontier Fund"). IPS Advisory, Inc. (the "Advisor")
serves as investment advisor to the Funds. Each of the Funds is
managed separately and has its own investment objectives and policies
designed to meet its investment goals. Investments in the Funds
involve risk, and there can be no assurance that either Fund will
achieve its investment objectives.

The third fund comprising the Trust is the IPS Dynamic Style
RotationSM Fund (the "DSRSM Fund") a non-diversified portfolio which is
described in a separate Prospectus and Statement of Additional
Information that may be obtained by contacting the DSRSM Fund at
800.232.9142.

This Statement of Additional Information incorporates information by
reference from the Millennium Fund's and the New Frontier Fund's
Annual Reports to Shareholders for the fiscal year ended November 30,
1998. These reports also accompany this Statement of Additional
Information. Additional copies are available, without charge by
calling the Fund.

This Statement of Additional Information is not a prospectus, but
should be read in conjunction with the current Prospectus for the
Funds dated March 31, 1999. The Prospectus may be obtained by writing
to the Trust at the following address:

IPS FUNDS, TWO CENTER SQUARE, 625 S. GAY STREET, SUITE 630 KNOXVILLE, TN 37902

Shareholder Services: 800.232.9142

<PAGE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>

General Information and History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Investment Strategies and Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
U.S. Government Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Temporary Defensive Positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Fundamental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Borrowing Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Concentration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Non-Fundamental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Pledging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Margin Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Short Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Illiquid Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Trust Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Investment Advisor and Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Fund Transactions and Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Capital Stock and Other Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Telephone Purchases by Securities Firms . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Automatic Monthly Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Systematic Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

</TABLE>

<PAGE>
GENERAL INFORMATION AND HISTORY

IPS Funds (the "Trust") was organized as an Ohio business trust on
August 10, 1994, and commenced operations on January 3, 1995. The
Trust is an open-end management company that currently offers three
funds representing separate portfolios of investments. Two of the
funds (the "Funds"), both of which are described in detail in the
Funds' Prospectus and this Statement of Additional Information, are
the IPS Millennium Fund, a diversified fund (the "Millennium Fund")
and the IPS New Frontier Fund, a non-diversified fund (the "New
Frontier Fund"). IPS Advisory, Inc. (the "Advisor") serves as
investment advisor to the Funds.

Each of the Funds is managed separately and has its own investment
objectives and policies designed to meet its investment goals.
Investments in the Funds involve risk, and there can be no assurance
that any of the Funds will achieve their investment objectives.

The third fund comprising the Trust is the IPS Dynamic Style
RotationSM Fund (the "DSRSM Fund") a non-diversified portfolio which is
described in a separate Prospectus that may be obtained by contacting
the DSRSM Fund at 800.232.9142.

INVESTMENT STRATEGIES AND RISKS

For a full discussion of the Funds' principal investment objectives
and strategies, please refer to the Funds' Prospectus.

U.S. GOVERNMENT SECURITIES

As described in the Prospectus, each Fund may invest in U.S.
government securities. U.S. government securities may be backed by
the credit of the government as a whole or only by the issuing agency.
U.S. Treasury bonds, notes, and bills and some agency securities, such
as those issued by the Federal Housing Administration and the
Government National Mortgage Association (GNMA), are backed by the
full faith and credit of the U.S. government as to payment of
principal and interest and are the highest quality government
securities. Other securities issued by U.S. government agencies or
instrumentalities, such as securities issued by the Federal Home Loan
Banks and the Federal Home Loan Mortgage Corporation, are supported
only by the credit of the agency that issued them, and not by the U.S.
government. Securities issued by the Federal Farm Credit System, the
Federal Land Banks, and the Federal National Mortgage Association
(FNMA) are supported by the agency's right to borrow money from the
U.S. Treasury under certain circumstances, but are not backed by the
full faith and credit of the U.S. government.

REPURCHASE AGREEMENTS

As explained in the Prospectus, each Fund may invest in repurchase
agreements. A repurchase agreement is a short term investment in
which the purchaser (i.e., a Fund) acquires ownership of a U.S.
Government security and the seller agrees to repurchase the security
at a future time at a set price, thereby determining the yield during
the purchaser's holding period. Any repurchase transaction in which
either Fund engages will require full collateralization of the
seller's obligation during the entire term of the repurchase
agreement. In the event of a bankruptcy or other default of the
seller, the Fund could experience both delays in liquidating the
underlying security and losses in value. However, each Fund intends
to enter into repurchase agreements only with the Fund's Custodian,
other banks with assets of $1 billion or more, and registered
securities dealers determined by the Advisor (subject to review by the
Board of Trustees) to be creditworthy.
<PAGE>

Temporary Defensive Positions

Either Fund may, from time to time, take temporary defensive positions
that are inconsistent with the Fund's principal investment stratgegies in
an attempt to respond to adverse market, economic, political or other
conditions. When a Fund takes a temporary defensive position, the Fund
may not be able to achieve its investment objective.

Portfolio Turnover

Although the Millennium Fund's investment strategy emphasized long-term
investment that typically results in Portfolio Turnover less than 75%,
the Fund may, from time to time, have higher Portfolio Turnover when the
Adviser's implementation of the Fund's investment strategy or a temporary
defensive position results infrequent trading. The New Frontier Fund has
an investment strategy that typically results in more frequent Portfolio
Turnover, typically between 125-150%. Since each trade by the Fund costs
the Fund a brokerage commission, high Portfolio Turnover may have a significant
adverse impact on the Fund's performance. In addition, because each sale
of securities in the Fund's portfolio may result in taxable gain or loss,
high Portfolio Turnover may result in significant tax consequences for
shareholders.

"Portfolio Turnover" is a ratio that indicates how often the securities in
a mutual fund's portfolio change during a year's time. Higher numbers
indicate a greater number of changes, and lower numbers indicate a smaller
number of changes. Since each fund transaction costs the fund a brokerage
commission, high Portfolio Turnover may have a significant adverse impact
on a fund's peroformance. In addition, because each sale of securities in
a fund's portfolio may result in taxable gainorloss to shareholders, high
Portfolio Turnover may result insignificant tax consequences for shareholders.
You should consult your tax professional regarding the potential tax impact
of Portfolio Turnover in your particular circumstances.

<PAGE>
INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS

The investment limitations described below have been adopted by each
Fund as indicated and are fundamental ("Fundamental"), i.e., they may
not be changed as to a Fund without the affirmative vote of a majority
of the outstanding shares of the applicable Fund. As used in the
Prospectus and this Statement of Additional Information, the term
"majority" of the outstanding shares of the applicable Fund means the
lesser of (1) 67% or more of the outstanding shares of the Fund
present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such
meeting; or (2) more than 50% of the outstanding shares of the Fund.
Other investment practices which may be changed on behalf of a Fund by
the Board of Trustees without the approval of shareholders to the
extent permitted by applicable law, regulation or regulatory policy
are considered non-fundamental ("Non-Fundamental").

The following policies have been adopted as Fundamental by both the
Millennium Fund and the New Frontier Fund:

1. Borrowing Money. The Fund will not borrow money, except (a) from
---------------
a bank, provided that immediately after such borrowing there is an
asset coverage of 300% for all borrowings of the Fund; or (b) from a
bank or other persons for temporary purposes only, provided that such
temporary borrowings are in an amount not exceeding 5% of the Fund's
total assets at the time when the borrowing is made. This limitation
does not preclude the Fund from entering into reverse repurchase
transactions, provided that the Fund has an asset coverage of 300% for
all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.

2. Senior Securities. The Fund will not issue senior securities.
-----------------
This limitation is not applicable to activities that may be deemed to
involve the issuance or sale of a senior security by the Fund,
provided that the Fund's engagement in such activities is (a)
consistent with or permitted by the Investment Company Act of 1940, as
amended, the rules and regulations promulgated thereunder or
interpretations of the Securities and Exchange Commission or its staff
and (b) as described in the Prospectus and this Statement of
Additional Information.

3. Underwriting. The Fund will not act as underwriter of securities
------------
issued by other persons. This limitation is not applicable to the
extent that, in connection with the disposition of portfolio
securities (including restricted securities), the Fund may be deemed
an underwriter under certain federal securities laws.

4. Real Estate. The Fund will not purchase or sell real estate.
-----------
This limitation is not applicable to investments in marketable
securities which are secured by or represent interests in real estate.
This limitation does not preclude the Fund from investing in mortgage-
backed securities or investing in companies engaged in the real estate
business.

5. Commodities. The Fund will not purchase or sell commodities
-----------
unless acquired as a result of ownership of securities or other
investments.
<PAGE>
6. Loans. The Fund will not make loans to other persons, except (a)
------
by loaning portfolio securities, (b) by engaging in repurchase
agreements, or (c) by purchasing nonpublicly offered debt securities.
For purposes of this limitation, the term "loans" shall not include
the purchase of a portion of an issue of publicly distributed bonds,
debentures or other securities.

7. Concentration. The Fund will not invest 25% or more of its total
-------------
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities or repurchase
agreements with respect thereto.

With respect to the percentages adopted by a Fund as maximum
limitations on its investment policies and limitations, an excess
above the fixed percentage due to growth will not be a violation of
the policy or limitation unless the excess results immediately and
directly from the acquisition of any security or the action taken.
This paragraph does not apply to the borrowing policy set forth in
paragraph 1 above.
<PAGE>
Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or
a personal holding company, may be merged or consolidated with or
acquired by the Fund, provided that if such merger, consolidation or
acquisition results in an investment in the securities of any issuer
prohibited by said paragraphs, the Fund shall, within ninety days
after the consummation of such merger, consolidation or acquisition,
dispose of all of the securities of such issuer so acquired or such
portion thereof as shall bring the total investment therein within the
limitations imposed by said paragraphs above as of the date of
consummation.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
- ---------------------------------------

The following policies have been adopted by each Fund as Non-
Fundamental (see "Investment Restrictions-Fundamental Investment
Restrictions" above):

1. Pledging. The Fund will not mortgage, pledge, hypothecate or in
--------
any manner transfer, as security for indebtedness, any assets of the
Fund except as may be necessary in connection with borrowings
described in limitation (1) above. Margin deposits, security
interests, liens and collateral arrangements with respect to
transactions involving options, futures contracts, short sales and
other permitted investments and techniques are not deemed to be a
mortgage, pledge or hypothecation of assets for purposes of this
limitation.

2. Borrowing. The Fund will not enter into reverse repurchase
---------
agreements. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of
its total assets are outstanding.

3. Margin Purchases. The Fund will not purchase securities or
----------------
evidences of interest thereon on "margin." This limitation is not
applicable to short term credit obtained by the Fund for the clearance
of purchases and sales or redemption of securities, or to arrangements
with respect to transactions involving permitted investments and
techniques.

4. Short Sales. The Fund will not effect short sales of securities
-----------
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short.

5. Options. The Fund will not purchase or sell put or call options.
-------

6. Illiquid Investments. The Fund will not invest more than 15% of
--------------------
its net assets in securities for which there are legal or contractual
restrictions on resale and other illiquid securities.

TRUST TRUSTEES AND OFFICERS

The Trustees and executive officers of the Trust and their principal
occupations during the last five years are set forth below. Each
Trustee who is an "interested person" of the Trust, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<PAGE>
NAME (AGE) AND ADDRESS, POSITIONS HELD

*Greg D'Amico (35), 625 S. Gay Street, Suite 630, Knoxville, TN 37902,
------------
President, Chief Financial Officer, Treasurer and Trustee. Mr.
D'Amico is also President of IPS Advisory, Inc., and a portfolio
manager for individually managed accounts as a registered
representative of Securities Service Network, Inc.

*Robert Loest (55), 625 S. Gay Street, Suite 630, Knoxville, TN
------------
37902, Vice President, Secretary and Trustee. Mr. Loest is also Chief
Executive Officer of IPS Advisory, Inc., and a senior portfolio
manager and research analyst for individually managed accounts as a
registered representative of Securities Service Network, Inc. Mr.
Loest is a Chartered Financial Analyst and has a Ph.D. in Biology.

Woodrow Henderson (41), 6504 Clary Lane, Knoxville, TN 37919, Trustee.
- -----------------
Mr. Henderson is also Director of Planned Giving for the University of
Tennessee at Knoxville.

Veenita Bisaria (38), 12416 Fort West Drive, Knoxville, TN 37922,
- ---------------
Trustee. Ms. Bisaria has been a financial analyst for the Tennessee
Valley Authority since February 1, 1997. Prior to that time she was
Director of Business Planning at Lockhead Martin Energy Systems, and
is a Chartered Financial Analyst (CFA).

Billy Wayne Stegall, Jr. (42), 309 Kingston Court, Knoxville, TN
- ------------------------
37919, Trustee. Mr. Stegall has been an account executive at Colony
Life & Accident since June 1, 1995. Prior to that time, he was a
teacher of history and economics at Austin East High School in
Knoxville, Tennessee.

Pursuant to the terms of its Management Agreements with the Trust, the
Adviser pays all of the fees and expenses of the Trustees. Each
Trustee who is not affiliated with the Adviser receives an annual
retainer of $100, plus $50 for each Board meeting attended. During
the fiscal year ended November 30, 1998, each Trustee not related to
the Advisor received aggregate compensation of $350.

As of March 1, 1999, Charles Schwab & Co., Inc. (Schwab) is a record-
holder of 38.92% of the Millennium Fund's outstanding shares. Schwab's
address is 101 Montgomery Street, San Francisco, California 94104.

As of March 1, 1999, the Trustees and Officers of the Trust, as a
group, beneficially owned 1.200% of the outstanding shares of the
Millennium Fund.
<PAGE>
As of March 1, 1999, the Trustees and Officers of the Trust, as a
group, beneficially owned 0.903% of the outstanding shares of the New
Frontier Fund.

THE INVESTMENT ADVISOR AND UNDERWRITER

IPS Advisory, Inc. (the "Advisor"), 625 S. Gay St., Suite 630,
Knoxville, TN 37902, serves as the investment advisor for each Fund
pursuant to separate agreements (collectively, the "Management
Agreements"). Greg D'Amico and Robert Loest are control persons of
the Advisor, and may be deemed to be affiliates of the Advisor due to
their ownership of its shares and their positions as directors and
officers of the Advisor. Mr. D'Amico and Mr. Loest each own 50% of
the Advisor. Because of such affiliation, they may receive benefits
from the management fees paid to the Advisor. Pursuant to the
Management Agreements with each Fund, the Advisor manages the Funds'
business affairs, and furnishes advice and recommendations to each
Fund regarding securities to be purchased and sold by the Fund.

The Advisor is under the supervisory control of Securities Service
Network, Inc., 9041 Executive Park Drive, Suite 500, Knoxville, TN
37923 (the "Underwriter"). The Underwriter is a Securities and
Exchange Commission and Tennessee registered Broker-Dealer and
Investment Advisor, and exercises supervisory control of the Advisor
through a Consent Guaranty letter and compliance guidelines
established by SSN and approved by the Securities Division of the
State of Tennessee. The Underwriter serves as the exclusive agent for
distribution of shares of the Funds pursuant to a separate agreement
with each Fund (collectively, the "Underwriting Agreements").
Pursuant to the Underwriting Agreements, the Underwriter is obligated
to sell the shares of the Funds on a best efforts basis only against
purchase orders for the shares. Shares of the Funds are offered to
the public on a continuous basis. The Underwriter may be deemed to be
an affiliate because, through a Consent Guaranty Letter, and by means
of specialized compliance procedures approved by the Securities
Division of the Tennessee Department of Commerce and Insurance, it is
able to exert supervisory control over the Advisor. Mr. D'Amico and
Mr. Loest are both securities representatives with Securities Service
Network, Inc. (since 1986).

The Advisor is staffed by experienced investment professionals with
extensive experience in company analysis, and who have been officers
of IPS since 1986. Analysis is performed in-house for all core
portfolio companies, using a variety of proprietary, fundamental
analytical methods.

Under the terms of each respective Management Agreement, the Advisor
manages the investments of the Funds, subject to approval of the Board
of Trustees of the Trust, and pays all of the expenses of the Funds
except brokerage, taxes, interest and extraordinary expenses. As
compensation for its management services and agreement to pay the
Funds' expenses pursuant to each respective Management Agreement, the
Millennium Fund is obligated to pay the Advisor a fee computed and
accrued daily and paid monthly at an annual rate of 1.40% of its
average daily net assets to and including $100,000,000, 1.15% of such
assets from $100,000,000 to and including $250,000,000, and .90% of
such assets in excess of $250,000,000.

For the period from December 1, 1995 through November 30, 1996, the
Millennium Fund paid fees of $47,950 to the Adviser. For the period
from December 1, 1996 through November 30, 1997, the Millennium Fund
paid fees of $112,787 to the Advisor. For the period from December 1,
1997 through November 30, 1998, the Millennium Fund paid fees of
$237,948 to the Advisor. For the period from August 1, 1998 through
November 30, 1998, the New Frontier Fund paid fees of $2,067 to the
Advisor.

The Advisor retains the rights to use the names "IPS," "Millennium"
and "New Frontier" in connection with another investment company or
business enterprise with which the Advisor is or may become
associated. The Fund's right to use the names "IPS," "Millennium,"
and "New Frontier" automatically ceases thirty days after termination
<PAGE>
of the applicable Management Agreement(s) and may be withdrawn by the
Advisor on thirty days' written notice.

The Advisor may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts.
The Glass-Steagall Act prohibits banks from engaging in the business
of underwriting, selling or distributing securities. Although the
scope of this prohibition under the Glass-Steagall Act has not been
clearly defined by the courts or appropriate regulatory agencies,
management of the Funds believes that the Glass-Steagall Act should
not preclude a bank from providing such services. However, state
securities laws on this issue may differ from the interpretations of
federal law expressed herein and banks and financial institutions may
be required to register as dealers pursuant to state law. If a bank
were prohibited from continuing to perform all or a part of such
services, management of the Funds believes that there would be no
material impact on either Fund or its shareholders. Banks may charge
their customers fees for offering these services to the extent
permitted by applicable regulatory authorities, and the overall return
to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. The Funds may from time
to time purchase securities issued by banks which provide such
services; however, in selecting investments for a Fund, no preference
will be shown for such securities.

TRANSFER AGENT

The Transfer Agent for each Fund is IPS Advisory, Inc., 625 S. Gay
Street, Suite 630, Knoxville, TN 37902. The Transfer Agent performs
shareholder service functions such as maintaining the records of each
shareholder's account, answering shareholders' inquiries concerning
their accounts, processing purchase and redemptions of each Fund's
shares, acting as dividend and distribution disbursing agent and
performing other accounting and shareholder service functions.

CUSTODIAN

The Provident Bank, One East Fourth Street, Cincinnati, Ohio 45202,
is the Custodian of each Fund's investments. The Custodian acts as
each Fund's depository, safekeeps its portfolio securities, collects
all income and other payments with respect thereto, disburses funds at
the Fund's request and maintains records in connection with its
duties.

INDEPENDENT ACCOUNTANTS

The independent accounting firm for each Fund is Cherry, Bekaert &
Holland, L.L.P., Certified Public Accountants, located at 625 S. Gay
Street, Suite 550, Knoxville, TN 37902. Cherry, Bekaert & Holland,
L.L.P. performs an annual audit of each Fund's financial statements
and provides financial, tax and accounting consulting services as
requested.

FUND TRANSACTIONS AND BROKERAGE

Subject to policies established by the Board of Trustees of the Trust
on behalf of each Fund, the Advisor is responsible for the Funds'
investment decisions and the placing of the Funds' investment
transactions.

In placing portfolio transactions, the Advisor seeks the best
qualitative execution for each Fund, taking into account such factors
as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and
responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer. The Advisor generally
seeks favorable prices and commission rates that are reasonable in
relation to the benefits received.

The Advisor is specifically authorized to select brokers or dealers
who also provide brokerage and research services to either Fund and/or
the other accounts over which the Advisor exercises investment
discretion and to pay such brokers or dealers a commission in excess
of the commission another broker or dealer would charge if the
Advisor determines in good faith that the commission is reasonable in
relation to the value of the brokerage and research services provided.
The determination may be viewed in terms of a particular transaction
or the Advisor's overall responsibilities with respect to either Fund
and to other accounts over which it exercises investment discretion.
<PAGE>
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect
to the availability of securities or purchasers or sellers of
securities and analyses of reports concerning performance of accounts.
The research services and other information furnished by brokers
through whom the Fund effects securities transactions may also be used
by principals of the Advisor in servicing all of their accounts.
Similarly, research and information provided by brokers or dealers
serving other clients may be useful to principals of the Advisor in
connection with the Advisor's services to each Fund. Although
research services and other information are useful to each Fund and
the Advisor, it is not possible to place a dollar value on the
research and other information received. It is the opinion of the
Board of Trustees and the Advisor that the review and study of the
research and other information will not reduce the overall cost to the
Advisor of performing its duties to each Fund under each respective
Management Agreement. While the Funds do not deem it practicable and
in their respective best interests to solicit competitive bids for
commission rates on each transaction, consideration is regularly given
to posted commission rates as well as other information concerning the
level of commissions charged on comparable transactions by qualified
brokers.

Neither Fund has an obligation to deal with any broker or dealer in
the execution of its transactions. However, it is contemplated that
the Underwriter, in its capacity as a registered broker-dealer, will
effect substantially all securities transactions which are executed on
a national securities exchange and over-the-counter transactions
conducted on an agency basis. Such transactions will be executed at
competitive commission rates through National Financial Services
Corporation ("NFSC").

Transactions in the over-the-counter market can be placed directly
with market makers who act as principals for their own account and
include mark-ups in the prices charged for over-the-counter
securities. Transactions in the over-the-counter market can also be
placed with broker-dealers who act as agents and charge brokerage
commissions for effecting over-the-counter transactions. The Funds
may place over-the-counter transactions either directly with principal
market makers, or with broker-dealers if that is consistent with the
Advisor's obligation to obtain best qualitative execution. Under the
Investment Company Act of 1940, persons who may be deemed to be
affiliated with the Advisor such as the Underwriter are prohibited
from dealing with either Fund as a principal in the purchase and sale
of securities. Therefore, the Underwriter will not serve as either
Fund's dealer in connection with over-the-counter transactions.
However, the Underwriter may serve as broker for either Fund in over-
the-counter transactions conducted on an agency basis and will receive
brokerage commissions in connection with such transactions. Such
agency transactions will be executed through NFSC.

The Funds will not effect any brokerage transactions in portfolio
securities with the Underwriter if such transactions would be unfair
or unreasonable to the respective Fund's shareholders, and the
commissions will be paid solely for the execution of trades and not
for any other services. The Underwriting Agreements provide that the
Underwriter may receive brokerage commissions in connection with
effecting such transactions for the respective Fund. In determining
the commissions to be paid to the Underwriter, it is the policy of
each Fund that such commissions will, in the judgment of the Fund's
Board of Trustees, be (a) at least as favorable to the Fund as those
which would be charged by other qualified brokers having comparable
execution capability, and (b) at least as favorable to the Fund as
commissions contemporaneously charged by the Underwriter on comparable
transactions for its most favored unaffiliated customers, except for<PAGE>
customers of the Underwriter considered by a majority of the Trust's
disinterested Trustees not to be comparable to the Fund. The
disinterested Trustees from time to time review, among other things,
information relating to the commissions charged by the Underwriter to
each Fund and the Underwriter's other customers, and rates and other
information concerning the commissions charged by other qualified
brokers.

Any profits from brokerage commissions earned by the Underwriter as a
result of portfolio transactions for either Fund will accrue to Greg
D'Amico and Robert Loest as registered representatives of the
<PAGE>
Underwriter. Neither Underwriting Agreement provides for a reduction
of the Advisor's fee by the amount of any profits earned by the
Underwriter from brokerage commissions generated from portfolio
transactions of the Fund.

While the Funds contemplate no ongoing arrangements with any other
brokerage firms, brokerage business may be given from time to time to
other firms. The Underwriter will not receive reciprocal brokerage
business as a result of the brokerage business placed by the Funds
with others.

To the extent that either Fund and another of the Advisor's clients
seek to acquire the same security at about the same time, the
applicable Fund may not be able to acquire as large a position in such
security as it desires or it may have to pay a higher price for the
security. Similarly, the Fund may not be able to obtain as large an
execution of an order to sell or as high a price for any particular
portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same
securities are bought or sold at the same time by more than one
client, the resulting participation in volume transactions could
produce better executions for the applicable Fund. In the event that
more than one client wants to purchase or sell the same security on a
given date, the purchases and sales will normally be allocated on a
random selection basis.

For the fiscal years ended November 30, 1996, November 30, 1997, and
November 30, 1998, the Millennium Fund paid brokerage commissions of
$10,980, $10,332, and $51,268 respectively, to Securities Service
Network, Inc. for effecting 100% of the Millennium Fund's commission
transactions. For the fiscal year ended November 30, 1998, the New
Frontier Fund paid brokerage commissions of $1,560 to Securities
Service Network, Inc. for effecting 100% of the New Frontier Fund's
commission transactions.

CAPITAL STOCK AND OTHER SECURITIES

Each share of a Fund represents an equal proportionate interest in the
assets and liabilities belonging to that Fund with each other share of
that series and is entitled to such dividends and distributions out of
income belonging to the series as are declared by the Trustees. The
shares do not have cumulative voting rights or any preemptive or
conversion rights, and the Trustees have the authority from time to
time to divide or combine the shares of any series into a greater or
lesser number of shares of that series so long as the proportionate
beneficial interest in the assets belonging to that series and the
rights of shares of any other series are in no way affected. In case
of any liquidation of a series, the holders of shares of the series
being liquidated will be entitled to receive as a class a distribution
out of the assets, net of the liabilities, belonging to that series.
Expenses attributable to any series are borne by that series. Any
general expenses of the Trust not readily identifiable as belonging to
a particular series are allocated by or under the direction of the
Trustees in such manner as the Trustees determine to be fair and
equitable. No shareholder is liable to further calls or to assessment
by the Trust without his or her express consent.

If at least ten shareholders (the "Petitioning Shareholders") wish to
obtain signatures to request a meeting for the purpose of voting upon
removal of any Trustee of the Trust, they may make a written
application to the Trust requesting to communicate with other
shareholders. The Petitioning Shareholders must hold in the aggregate
at least 1% of the shares then outstanding or shares then having a net
asset value of $25,000, whichever is less, and each Petitioning
Shareholder must have been a shareholder for at least six months prior
to the date of the application. The application must be accompanied
by the form of communication which the shareholders wish to transmit.
Within five business days after receipt of the application, the Trust<PAGE>
will (a) provide the Petitioning Shareholders with access to a list of
the names and addresses of all shareholders of the Trust; or (b)
inform the Petitioning Shareholders of the approximate number of
shareholders and the estimated costs of mailing such communication,
and undertake such mailing promptly after tender by the Petitioning
Shareholders to the Trust of the material to be mailed and the
reasonable expenses of such mailing. The Trustees will promptly call
a meeting for the purpose of voting upon the question of removal of
any Trustee when requested in writing to do so by the record holders
of not less than 10% of the outstanding shares.

Upon sixty days prior written notice to shareholders, the Funds may
make redemption payments in whole or in part in securities or other
property if the Trustees determine that existing conditions make cash
<PAGE>
payments undesirable. For other information concerning the purchase
and redemption of shares of the Funds, see "How to Purchase Shares of
the Funds" and "How to Redeem or Sell Shares of the Funds" in the
Prospectus. For a description of the methods used to determine the
share price and value of the Funds' assets, see "Net Asset Value" in
the Prospectus.

PURCHASE OF SHARES

Reference is made to "Buying Shares," and "Additional Information
About Purchases, Sales, and Exchanges" in the Prospectus for more
information concerning how to purchase shares.

TELEPHONE PURCHASES BY SECURITIES FIRMS

Brokerage firms that are NASD members may telephone the Transfer Agent
at 800.232.9142 and buy shares for investors who have investments in
either Fund through the brokerage firm's account with the applicable
Fund. By electing telephone purchase privileges, NASD member firms,
on behalf of themselves and their clients, agree that neither the
Funds, the Underwriter nor the Transfer Agent shall be liable for
following telephone instructions reasonably believed to be genuine. To
be sure telephone instructions are genuine, the Funds and their agents
send written confirmations of transactions to the broker that
initiated the telephone purchase. As a result of these and other
policies, the NASD member firms may bear the risk of any loss in the
event of such a transaction. However, if the Transfer Agent or a Fund
fails to follow these established procedures, they may be liable.
Each Fund may modify or terminate these telephone privileges at any
time.

EXCHANGE PRIVILEGE

Investors in either Fund may exchange their shares for shares of the
other Fund, or for shares of the DSRSM Fund. There is no charge for
such exchanges. This offer is only good for residents of states in
which the shares of the Fund being acquired are registered for sale.
Before making an exchange, investors should review a current
Prospectus for information on the new fund they are switching to.
Don't switch unless you fully understand the differences in the
investment objectives and portfolios of the funds.

You may send an exchange request in writing sent to the Transfer
Agent, signed by each registered owner exactly as the shares are
registered. You must get a signature guarantee for any exchange of
over $50,000. You can do this at any bank or financial institution.
The signature guarantee is used to protect shareholders from the
possibility of a fraudulent request. An exchange order must satisfy
the requirements for a redemption. (See "Redemption of Shares"). If
the exchange request is in proper order, the exchange will be based on
the NAVs of the shares involved, determined at the end of the day on
which the request is received. Whenever you exchange shares of one
Fund for shares of another Fund, the exchange is treated for federal
income tax purposes as a sale (unless your account is tax-exempt).
Therefore, you will probably have a taxable gain or loss. The Funds
may, upon 60 days' notice to shareholders, impose reasonable fees and
restrictions on exchange among funds, and modify or terminate the
exchange privilege. Except for those limited instances where
redemptions of the fund being exchanged are suspended under Section
22(e) of the 1940 Act, or where sales of shares of the Fund you are
buying into are temporarily stopped, we will notify you at least 60
days in advance of all such modifications or termination of the
exchange privilege.

AUTOMATIC MONTHLY EXCHANGE

Shareholders of the Funds may automatically exchange a fixed dollar
amount of their shares for shares of the other Fund or the DSRSM Fund
on a monthly basis. The minimum monthly exchange is $100. This
automatic exchange program may be changed by the shareholder at any
time by writing the Transfer Agent at least two weeks before the date
the change is to be made. You can get more information about this
service from the Transfer Agent.

Shares may also be sold through a broker authorized by your Fund to
redeem its shares. Such brokers may charge a reasonable fee for their
services. Requests for redemption by telephone will not be accepted.
<PAGE>
Each registered owner must sign the written redemption request exactly
as the shares are registered. You must obtain a signature guarantee
for any withdrawal over $50,000, or that is mailed to another address
or person different than the address or person on your account
statement. You can get a signature guarantee from any bank or
financial institution. The signature guarantee is to protect you from
fraudulent redemption of your shares.

SYSTEMATIC WITHDRAWALS

You can set up a systematic withdrawal program if your accounts is
worth $10,000 or more. This allows investors to withdraw a fixed sum
each month or calendar quarter. The minimum payment to you under the
program is $250. Either you or the Fund may terminate the program at
any time without charge or penalty. Termination will become effective
five business days after receipt of your instructions. Withdrawals
under the Systematic Withdrawal Program involves a sale of shares, and
may result in a taxable gain or loss. If you withdraw more than the
dividends credited to your account, it ultimately may be depleted.

RETIREMENT PLANS

Each Fund offers several tax qualified retirement plans for
individuals and employers. The following plans are available:
Traditional Individual Retirement Accounts (IRAs), Simplified Employee
Pension Plans, 403(b) plans, and 401(K) corporate profit-sharing
retirement plans. Contributions to these plans are tax-deductible and
earnings are tax exempt until distributed. Roth IRAs and Education
IRAs are also available. You should not begin a retirement plan before
talking with your financial or tax advisor. To receive all the
necessary information on fees, plan agreements and applications,
contact the Advisor at 625 S. Gay Street, Suite 630, Knoxville, TN
37902 or call 800.232.9142.

NET ASSET VALUE

The net asset value is determined at the close of the New York Stock
Exchange each day that the exchange is open. The Exchange is closed on
weekends and on New Years Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day, July 4, Labor Day,
Thanksgiving Day, and Christmas each year. Securities traded on the
New York Stock Exchange, the American Stock Exchange, or the NASDAQ
National Market System are valued at the last sale price or the last
bid price if there is no sale. Securities or other assets for which
quotations are not readily available are valued at fair values
determined in good faith by the Board of Trustees. See "Valuation of
Shares" in the Prospectus.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The following summary is based on current tax laws and regulations,
which may be changed by legislative, judicial or administrative
action. No attempt has been made to present a detailed explanation of
the federal, state or local income tax treatment of the Funds or their
shareholders. Accordingly, you are urged to consult your tax advisers
regarding specific questions as to federal, state and local income
taxes.

Each Fund is treated as a separate entity for federal income tax
purposes and each Fund intends to elect to qualify under Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"). Each
Fund that so qualifies will not be subject to federal income tax on
the part of its net ordinary income and net realized capital gains
which it distributes to shareholders.
<PAGE>
To qualify for special tax treatment afforded investment companies
under Subchapter M, each Fund is required, at the end of each quarter
of the taxable year, to have (i) at least 50% of the market value of
the Fund's total assets be invested in cash, U.S. Government
securities, the securities of other regulated investment companies,
and other securities, with such other securities of any one issuer
limited for the purposes of this calculation to an amount not greater
than 5% of the value of the Fund's total assets, and (ii) not more
than 25% of the value of its total assets be invested in the
securities of any one issuer (other than U.S. Government securities or
the securities of other regulated investment companies).

Dividends paid by each Fund from its ordinary income, and
distributions of each Fund's net realized short-term capital gains,
are taxable to non-tax-exempt investors as ordinary income. Ordinary
income dividends may be eligible for the 70% dividends received
deduction allowed to corporations under the Code, if certain
requirements are met.

Distributions made from each Fund's net realized long-term capital
gains are taxable to shareholders as long-term capital gains
regardless of the length of time the shareholder has owned such
shares. Pursuant to the Taxpayer Relief Act of 1997, different
maximum rates of tax are imposed on individuals, estates or trusts on
various transactions giving rise to long-term capital gain. For this
purpose, long-term capital gains are divided into two tax-rate groups:
a 20% group (for capital gains from assets held for more than 18
months) and a 28% group (for all other long-term capital gain). Each
Fund will supply information to its shareholders to determine the
appropriate tax-rate group of its long-term capital gain
distributions.

Upon redemption of shares of either Fund held by a non-tax-exempt
investor, such investor, generally, will realize a capital gain or
loss equal to the difference between the redemption price received by
the investor and the adjusted basis of the shares redeemed. If the
redemption is in-kind, capital gain or loss will be measured by the
difference between the fair market value of securities received and
the adjusted basis of the shares redeemed. Such capital gain or loss,
generally, will constitute a short-term capital gain or loss if the
redeemed shares were held for twelve months or less, and long-term
capital gain or loss if the redeemed Fund shares were held for more
than twelve months. If, however, shares of either Fund were redeemed
within six months of their purchase by an investor, and if a capital
gain dividend was paid with respect to the applicable Fund's shares
while they were held by the investor, then any loss realized by the
investor will be treated as long-term capital loss to the extent of
the capital gain dividend.

Under certain provisions of the Code, some shareholders may be subject
to 31% withholding on reportable dividends, capital gains
distributions and redemption payments ("back-up withholding").
Generally, shareholders subject to back-up withholding will be those
for whom a taxpayer identification number is not on file with the
applicable Fund or who, to such Fund's knowledge, have furnished an
incorrect number. When establishing an account, an investor must
certify under penalty of perjury that such number is correct and that
he is not otherwise subject to back-up withholding.

Dividends paid by each Fund from its ordinary income and distributions
of each Fund's net realized short-term capital gains paid to
shareholders who are non-resident aliens will be subject to a 30%
United States withholding tax under existing provisions of the Code
applicable to foreign individuals and entities unless a reduced rate
of withholding or a withholding exemption is provided under applicable<PAGE>
treaty law. Non-resident shareholders are urged to consult their own
tax advisers concerning the applicability of the United States
withholding tax.

The Code requires each regulated investment company to pay a
nondeductible 4% excise tax to the extent the company does not
distribute, during each calendar year, 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, plus any
undistributed amount from prior years. Each Fund anticipates that it
will make sufficient timely distributions to avoid imposition of the
excise tax. If either Fund pays a dividend in May which was declared
in the previous October, November or December to shareholders of
<PAGE>
record on a date in those months, then such dividend or distribution
will be treated for tax purposes as being paid on December 31 and will
be taxable to shareholders as if received on December 31.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations presently in effect.
For the complete provisions, reference should be made to the pertinent
Code sections and the Treasury regulations promulgated thereunder.
The Code and these Treasury regulations are subject to change by
legislative or administrative action.

Dividends and capital gains distributions may also be subject to state
and local taxes.

The federal income tax consequences set forth above do not address any
particular tax considerations a shareholder of either Fund might have.
Shareholders are urged to consult their tax advisers as to the
particular tax consequences of the acquisition, ownership and
disposition of shares of each Fund, including the application of
state, local and foreign tax laws and possible future changes in
federal tax laws. Foreign investors should consider applicable
foreign taxes in their evaluation of an investment in either Fund.

PERFORMANCE

The average annual total return for each Fund that will be reported by
the Trust will be calculated according to the following formula:

P is a hypothetical initial payment of $1,000
T = average annual total return
P(1+T)n = ERV n = number of years
ERV = ending redeemable value of hypothetical
$1,000 payment made at the beginning of the 1,
5, or 10 year periods (or fractional portion
thereof)

All total return figures reflect the deduction of a proportional share
of the Fund's expenses on an annual basis, and assume that all
dividends and distributions are reinvested in the Fund when paid.

From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of
each Fund may be compared to indices of broad groups of unmanaged
securities considered to be representative of or similar to the
portfolio holdings of the applicable Fund or considered to be
representative of the stock market in general or the fixed income
securities market in general. The Funds may use the Standard & Poor's
500 Stock Index, the Dow Jones Industrial Average, the Value Line
Composite Average, and the NASDAQ Composite Index, as well as other
appropriate indexes.

In addition, the performance of each Fund may be compared to other
groups of mutual funds tracked by any widely used independent research
firm which ranks mutual funds by overall performance, investment
objectives and assets, such as Lipper Analytical Services, Inc. or
Morningstar, Inc. The objectives, policies, limitations and expenses
of other mutual funds in a group may not be the same as those of the
applicable Fund. Performance rankings and ratings reported
periodically in national financial publications such as Barron's may
also be used.
<PAGE>
The following table provides the average annual rates of return for
the Millennium Fund from its inception to Nov. 30, 1997:

1 year (December 1, 1997 - November 30, 1998 23.398% *
2 years (December 1, 1996 - November 30, 1998) 21.049% *
3 years (December 1, 1995 - November 30, 1998) 22.921% *
Since Inception (January 3, 1995 - November 30, 1998) 24.252% *

* Annualized
<PAGE>
The following table provides the cumulative rates of return for the
Millennium Fund from its inception to November 30, 1998:

1 year (December 1, 1997 - November 30, 1998 23.398%
2 years (December 1, 1996 - November 30, 1998) 83.872%
3 years (December 1, 1995 - November 30, 1998) 106.309%
Since Inception (January 3, 1995 - November 30, 1998) 133.858%

FINANCIAL STATEMENTS

The audited financial statements of the Millennium Fund and the New
Frontier Fund are incorporated by reference from the Millennium
Fund's and the New Frontier Fund's Annual Reports to Shareholders for
the fiscal year ended November 30, 1998. A copy of such report is
incorporated by reference and accompanies this Statement of Additional
Information. Additional copies are available, without charge by
calling the Fund.

<PAGE>
IPS FUNDS
CROSS REFERENCE SHEET
FORM N-1A

DYNAMIC STYLE ROTATION FUND PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION

ITEM SECTION IN PROSPECTUS

1 Cover Pages
2 Summary of Principal Investment Objective and Strategies; Principal
Risks of Investing in the Funds
3 Fees and Expenses of the Fund
4 Additional Information About the Funds' Investment Objectives and
Strategies
5 Financial Highlights
6 Management and Administration
7 Valuation of Shares; Buying Fund Shares; Redeeming Your Shares;
Distributions; Federal Taxes
8 None
9 Financial Highlights

ITEM SECTION IN STATEMENT OF ADDITIONAL INFORMATION

10 Cover Page; Table of Contents
11 General Information and History
12 General Information and History; U.S. Government Securities;
Repurchase Agreements; Investment Restrictions; Temporary Defensive
Positions; Portfolio Turnover
13 Trust Trustees and Officers
14 Trust Trustees and Officers
15 The Investment Advisor and Underwriter; Transfer Agent; Custodian;
Independent Accountants
16 Fund Transactions and Brokerage
17 Capital Stock and Other Securities; Exchange Privilege; Automatic
Monthly Exchange; Systematic Withdrawals; Retirement Plans
18 Purchase of Shares; Telephone Purchases by Securities Firms; Net Asset
Value
19 Dividends, Distributions and Taxes
20 The Investment Advisor, Sub-Advisor and Underwriter; Sub-Advisor
21 Performance
22 Financial Statements
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
IPS FUNDS
A FAMILY OF NO-LOAD FUNDS

TABLE OF CONTENTS DYNAMIC STYLE ROTATION(SM)
FUND
Summary of Principal Investment Objectives and
Strategies . . . . . . . . . . . . . . . . 2 PROSPECTUS
Principal Risks of Investing in the Fund . 3 March 31, 1999
Fees and Expenses . . . . . . . . . . . . . 4
Financial Highlights . . . . . . . . . . . 5
Investment Objectives And Policies . . . . 6 Managed By:
Year 2000 Readiness . . . . . . . . . . . . 7
Valuation of Shares . . . . . . . . . . . . 7 HIGH STREET FINANCIAL, INC.
Buying Fund Shares. . . . . . . . . . . . . 8 777 Harbour Island Boulevard, Suite 175
Redeeming Your Shares . . . . . . . . . . . 9 Tampa, Florida 33602
Additional Information about
Purchases, Sales and Exchanges . . . . . . 9 Advisor:
Distributions . . . . . . . . . . . . . . . 10
Federal Taxes . . . . . . . . . . . . . . . 10 IPS ADVISORY, INC.
Management and Administration . . . . . . . 10 625 S. Gay Street.
Suite 630
Knoxville, TN 37902
</TABLE>

The IPS Funds (the "Trust") consists of three separate funds.
This Prospectus includes important information about the Dynamic Style
Rotation(SM) Fund (the "DSR(SM) Fund") that you should know before
investing. You should read the Prospectus and keep it for future
reference.

The other funds are the IPS Millennium Fund and the IPS New
Frontier Fund, both of which are described in a separate Prospectus we
will send you upon request.

For questions about investing in the Fund or for Shareholder Services:
800.232.9142
Applications: Non-Ira, IRA

Internal Revenue Service Forms: 5305-A, 5305-R

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

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
SUMMARY OF PRINCIPAL INVESTMENT OBJECTIVES AND STRATEGIES

INVESTMENT OBJECTIVES

The primary investment objective of the DSR Fund is long-term growth
of capital. The Fund's investment objective may be changed without
shareholder approval.

INVESTMENT STRATEGY

The Fund is a growth fund that uses an investment management process
called "Dynamic Style Rotation." Dynamic Style Rotation is based on
the principal that no one stock investment strategy is the best
strategy all of the time. Instead, a strategy that is typically the
most successful in one set of market conditions is often unsuccessful
or significantly less successful under another set of market
conditions. Using the Dynamic Style Rotation process, the Fund
attempts to:

* Identify current market conditions based on a number of economic
variables; and
* Apply the stock investment strategy that is most likely to be
successful under the current market conditions.
<TABLE>
<CAPTION>
<S> <C>
---------------------------------------- As a result, the Fund actively tilts or rotates its portfolio
|GROWTH STOCKS: In general, growth stocks| weightings among different growth and value investment styles and
|are stocks of companies whose earnings | investment disciplines. Over time, the Fund may change its
|per share are expected by the investment| investment strategy to invest in more or less growth or value
|manager to grow faster than the market | stocks and/or more or less stocks of large, medium or small
|average. | companies in order to maximize potential portfolio gains for
| | changing market conditions.
|Value Stocks: In general, value stocks | Although the Fund may change its portfolio weightings at any
|are stocks of companies that are | time, the Dynamic Style Rotation process focuses on long-term
|perceived by the investment manager as | economic trends.
|undervalued in the market. |
----------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
--------------------------------------------------------------------
The Fund applies the strategy | WHAT IS A NON-DIVERSIFIED FUND? |
recommendations of the Dynamic Style | |
Rotation process to a list of eligible | Most mutual funds elect to be "diversified" funds that, as to 75% |
investments ranked in order based on | of their assets, cannot invest more than 5% of their assets in any |
traditional financial analysis factors. | one security at any given time. A non-diversified fund is not |
As a result, the Fund invests in growth | subject to this limitation, and so it can hold a relatively small |
and value stocks of large, medium and | number of securities in its portfolio. Even a non-diversified |
small companies at different times and in | fund has to have some diversification for tax purposes, though. |
different weightings based on the | Under the tax code, all mutual funds are required at the end of |
strategy recommended by the Dynamic Style | each quarter of the taxable year, to have (i) at least 50% of the |
Rotation model. The Fund is a non- | market value of the Fund's total assets be invested in cash, U.S. |
diversified mutual fund, which generally | Government securities, the securities of other regulated |
means that the Fund holds fewer | investment companies, and other securities, limited with respect |
securities in its portfolio than most | to any one issuer limited for the purposes of this calculation to |
funds (under normal circumstances around | an amount not greater than 5% of the value of the Fund's total |
20 stocks). | assets, and (ii) not more than 25% of the value of its total |
| assets be invested in the securities of any one issuer (other |
| than U.S. Government securities or the securities of other |
| regulated investment companies). |
--------------------------------------------------------------------
</TABLE>

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND

All investments carry risks, and investments in the Fund are no
exception. You may lose money invested in the Fund. No investment
strategy works all the time, and investors should expect that there
will be extended periods when the Fund's investment philosophies
and strategies will not be aligned with where the overall stock market,
or particularly large segments of the market (i.e., large vs. small or
growth vs. value companies), are going.

The principal risks of investing in the Fund are:

* NON-DIVERSIFIED FUND RISK - In general, a non-diversified fund owns
fewer securities in its portfolio than other mutual funds. This means
that a large loss in an individual stock causes a much larger loss in<PAGE>
the fund's value than it would in a fund that owns a larger number of
stocks.

* Incorrect strategy risk - Because the Fund applies a different
investment strategy based upon market conditions, the Fund's
ability to meet its investment objectives depends, in part, upon
idenfying the correct market conditions so the Fund applies the
correct strategy. If the Fund fails to indentify the correct
market conditions, the Fund may apply the incorrect investment
strategy.

* Sub-advisor experience risk- The Fund's day-to-day investment
decisions are made by its Sub-Advisor, High Street Financial, Inc.
Although the Sub-Advisor provides investment advisory services to
individuals and other investors, the Sub-Advisor has no previous
experience advising a mutual fund.

DYNAMIC STYLE ROTATION(SM) FUND
<PAGE>
FEES AND EXPENSES

We designed this table to help you understand the costs to
shareholders in the Fund. We based the expense information on
expenses from the last fiscal year of the Fund. Actual expenses may
be different from those shown.

Shareholder Transaction Expenses

Maximum sales load on purchases.............................. None
Maximum sales load on reinvested dividends .................. None
Deferred sales load ......................................... None
Redemption fees ............................................. None <F1>
Exchange fees ............................................... None

Annual Fund Operating Expenses (expenses that are deducted from assets)

Management fees ............................................. 1.50% <F2>
12b-1 expenses ............................................. None
Other expenses ............................................. None
Total Fund operating expenses ............................... 1.50% <F2>

Example
- -------

This example is intended to help you compare the cost
of investing in the Funds with the cost of investing in 1 year 3 years
other mutual funds. The example assumes that you ------ -------
invest $10,000 in either of the Funds for the time
periods indicated, earn a 5% return each year, and $150 $490
then redeem all of your shares at the end of those periods.
Actual expenses may be different from those shown.
______________________
[FN]
<F1> The Fund's Custodian charges a $10 fee for each wire redemption.

<F2> The Fund's total operating expenses are equal to the management
fees paid to the Advisor because the Advisor pays all of the Fund's
operating expenses.
</FN>

The Funds are part of a no-load fund family, so you do not pay any
sales charge or commission when you buy or sell shares. If you buy or
sell shares through a broker, you may be charged a fee by the broker,
but not by the Fund. Also, neither Fund has a 12b-1 Plan. Unlike
most other mutual funds, you do not pay additional fees for transfer
agency, pricing, custodial, auditing or legal services. You also
don't pay any additional general administrative or other operating
expenses. Instead, the Advisor for each Fund pays out of its
management fees all of the expenses of the Fund except brokerage,
taxes, interest and extraordinary expenses.

DYNAMIC STYLE ROTATION(SM) FUND
<PAGE>
FINANCIAL HIGHLIGHTS

The DSR Fund began operations August 3, 1998. The financial
highlights describe the Fund's performance for the fiscal period
shown. "Total return" shows how much your investment in the Fund
would have gained (or lost) during each period, assuming you
had reinvested all dividends and capital gains distributions. These
financial highlights have been audited by Cherry, Bekaert & Holland,
LLP, whose report, along with the Fund's financial statements, is
included in our annual report.

Dynamic Style Rotation(SM) Fund

Financial Highlights, Selected Per Share Data and Ratios
<TABLE>
<CAPTION>
Financial Highlights: For the
4 Months Ended
--------------

Nov. 30, 1998
PER SHARE DATA
--------------
<S> <C>.
NET ASSET VALUE:
Beginning of year $12.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment income 0.01
Net realized and unrealized gain (loss) on investments 1.399
TOTAL INCOME (LOSS) FROM INVESTMENT OPERATIONS 1.400
LESS DISTRIBUTIONS:
Dividends from net investment income 0.000
Distributions from capital gains 0.000
------
Total distributions $0.000
------
Net Increase in net asset value 1.400
------
NET ASSET VALUE:
End of year $13.400
=======
Total return (annualized) 40.279%
RATIOS:
Net assets, end of period (thousands) $171,454.37
Ratio of expenses to average net assets 1.50%
Ratio of net income to average net assets 0.030%
Portfolio turnover rate 0.04%
</TABLE>

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT OBJECTIVES

The primary investment objective of the DSR Fund is long-term growth
of capital. The Fund's investment objective may be changed without
shareholder approval.

INVESTMENT STRATEGY

The Fund is a growth fund that uses an investment management process
called "Dynamic Style Rotation." Conventional wisdom maintains that
no one equity management style (i.e., growth, value, etc.) always
provides investors with superior, above-average investment returns.
Instead, different types of strategies are successful in different
types of market conditions. The Fund attempts to take advantage of
this general principal to enhance portfolio returns by adjusting its
portfolio investment weightings across different investment styles as
economic and market conditions change.

Using the Dynamic Style Rotation process, the Fund attempts to:

* Identify current market conditions based on a number of
economic variables; and
* Apply the stock investment strategy that is most likely to
be successful under the current market conditions.

As a result, the Fund actively tilts or rotates its portfolio
weightings among different growth and value investment styles. These
growth and value investment styles differ based on:

* the different weighting they place on growth vs. value
stocks (i.e., 70/30, 50/50, etc.); and
* the different weightings they place on large vs. medium vs.
small companies (i.e., 50/30/20, 70/20/20, 30/60/10,
etc.)

At any given time, the Dynamic Style Rotation process recommends a
particular combination of growth vs. value stocks and large vs. medium
vs. small stocks.

After the Fund applies the Dynamic Style Rotation process to determine
what strategy the Fund should be using for current market conditions,
the Fund invests in stocks from a list of eligible investments ranked
in order based on several financial analysis factors. These factors
include, without limitation, cash flow, earnings growth, price to earnings
ratios, and projected impacts from leading economic indicators such as
inflation.

As a non-diversified fund, the Fund typically concentrates its
investments in a smaller number of stocks than most mutual funds
(under normal circumstances around 20 stocks). Therefore, the Fund
selects only a few of the eligible investments to implement the most
promising investment strategy identified by the Dynamic Style Rotation
process.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
Although the fund may change its portfolio weightings at any time, the
Dynamic Style Rotation process focuses on long-term economic trends.
As a result, the Fund expects that investment strategy adjustments
will be gradual under ordinary circumstances.

Temporary Defensive Positions. The Fund may, from time to time, take
temporary defensive positions that are inconsistent with the Fund's
principal investment strategy in an attempt to respond to adverse
market, economic, political or other conditions. During such an
unusual crisis, the Fund may hold up to 100% of its portfolio in money
market and U.S. Government securities. When the Fund takes a
temporary defensive position, the Fund may not be able to achieve its
investment objective.
<TABLE>
<CAPTION>
<S> <C>
PORTFOLIO TURNOVER. Although the Fund's strategy emphasizes longer-
-------------------------------------- term investments that typically result in Portfolio Turnover less than
| "Portfolio Turnover" is a ratio that| 75%, the Fund may, from time to time, have a higher Portfolio Turnover
| indicates how often the securities | when the Fund's implementation of its investment strategy or a
| in a mutual fund's portfolio change | temporary defensive position results in frequent trading. Since each
| during a year's time. Higher | trade by the Fund costs the Fund a brokerage commission, high
| numbers indicate a greater number of| Portfolio Turnover may have a significant adverse impact on the Fund's
| changes, and lower numbers indicate | performance. In addition, because sales of securities in the Fund's
| a smaller number of changes. | portfolio may result in taxable gain or loss, high Portfolio Turnover
------------------------------------- may result in significant tax consequences for shareholders.
</TABLE>
YEAR 2000 READINESS

The Fund and its service providers depend on their computer systems to
conduct their businesses. If the Fund's or any of these service
providers' computer systems experience difficulty processing
information with dates on or after January 1, 2000, the Fund may have
difficulty running its business. To avoid these potential problems,
the Fund is working hard to identify and correct year 2000 related
processing problems in its systems, and has obtained or is getting
assurances from its service providers that they are taking similar
precautions. Nevertheless, the Fund or its service providers may not
identify and correct all year 2000 related computer problems in time.
Any such failure could prevent the Fund from handling securities
investments, trades, pricing, or the processing of purchases and sales
of Fund shares.

As the Fund continues preparing its systems for the Year 2000, the Fund
recognizes that many of the issuers of securities it buys, sells and holds
may also be substantially affected by Y2K-related problems. Accordingly,
the Fund is reviewing Y2K disclosures made by current and potential portfolio
companies in its reports filed with the Securities and Exchange Commission.
company-specific Y2K concerns raised by these reviews, as well as any company-
specific Y2K issues raised by industry analysts, are one of the factor the Fund
considers during the investment decision-making process. Of course, the Fund
cannot insulate itself from Y2K-related problems completely, since it is
impossible to protect against misleading or incomplete Y2K-related disclosures,
unanticipated Y2K problems at any of the fund's portfolio companies, or a
general market downturn due to widespread Y2K panic. The Fund hopes,
however, that the steps it is taking will protect the Fund's investment
portfolio, as much as possible, from losses related to the Year 2000, but
there are no guarantees.

VALUATION OF SHARES

The Funds' share prices are determined based upon net asset value
(NAV). The Funds calculate NAV at approximately 4:00 p.m., New York

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
time, each day that the New York Stock Exchange is open for trading.
The NAV per share of each Fund is determined by dividing the total
value of the applicable Fund's investments and other assets less any
liabilities by its number of outstanding shares.

Equity securities listed on a national securities exchange or quoted
on the NASDAQ National Market System are valued at the last sale price
on the day the valuation is made or, if no sale is reported, at the
latest bid price. Valuations of variable and fixed income securities
are supplied by independent pricing services approved by IPS's Board
of Trustees. Other assets and securities for which no quotations are
readily available are valued at fair value as determined in good faith
by or under the direction of IPS's Board of Trustees. Securities with
maturities of sixty (60) days or less are valued at amortized cost.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
BUYING FUND SHARES

To invest, you may purchase shares directly from each Fund by sending
your check in the amount of your investment, made out to the
appropriate Fund, to:

IPS FUNDS c/o The Provident Bank
Custody Services 660D
P.O. Box 2176
Cincinnati, Ohio 45202

For direct purchases, your order will be priced at the next NAV after
your order is received in good order. For purchases of shares through
a broker, orders are deemed to have been received by the Fund when the
order is received in good order by the broker, and are executed at
their next determined NAV after such receipt by the broker or
the broker's authorized designee.

Your investment must meet the minimum investment requirements in the
chart below. All investments must be in U.S. dollars. Third-party
checks cannot be accepted. Your bank may also wire money to the
Custodian. Please call 800.232.9142 for wiring instructions.
<TABLE>
<CAPTION>
<S> <S> <C> <C>
----------------------------------------------------------
TRADITIONAL IRA*: | Minimum Investments |
Assets grow tax-deferred and contributions may be | |
deductible. Withdrawals and distributions are | Initial Additional |
taxable in the year made. | ------- ---------- |
| |
SPOUSAL IRA: | Regular Accounts $1,000 $100 |
An IRA in the name of a non-working spouse by a | |
working spouse. | Automatic investment |
| plans (regular or IRA) $ 100 $100 |
Roth IRA: | |
An IRA with tax free growth of assets and | |
distributions, if certain conditions are met. | IRAs (Spousal, Roth, |
Contributions are not deductible. | all but Education IRAs) $1,000 $100 |
| |
EDUCATIION IRA: | Education IRAs $ 500 N/A |
An IRA with tax-free growth of assets and ----------------------------------------------------------
distributions, if used to pay qualified educational
expenses. Contributions are not deductible.

</TABLE>

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
REDEEMING YOUR SHARES

To redeem your shares, send a letter of instruction to the Transfer
Agent with your name, account number and the amount you wish to
redeem. Redemption request letters should be mailed to:

DSR FUND C/O IPS FUNDS, 625 S. GAY STREET, SUITE 630, KNOXVILLE, TN 37902.

We will buy back (redeem), without charge, your shares at the current
NAV on the day we receive a valid request for redemption. If you
request sales proceeds via wire redemption, we will charge your
account $10.
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------
|A SIGNATURE GUARANTEE helps protect | A signature guarantee is required for
|against fraud. You can obtain one from | any withdrawal which is over $50,000,
|most banks or securities dealers, but not| or which is mailed to another address
|from a notary public. Please call us to | or person that is not the address or
|ensure that your signature guarantee will| person of record.
|be processed correctly. |
| | If you invested in the Fund through a
| | broker-dealer other than the Funds'
| | distributor, you will need to contact
| | your broker-dealer to redeem your
| | shares. The broker-dealer may charge
| | you additional or different fees for
| | redeeming shares than those described
|------------------------------------------ in this Prospectus.
</TABLE>

ADDITIONAL INFORMATION ABOUT PURCHASES, SALES, AND EXCHANGES

SMALL ACCOUNTS. Due to the high costs of maintaining small accounts,
the Fund may ask that you increase your Fund balance if your account
with the Fund falls below $1,000. If the account remains under $1,000
after 30 days, the Fund may close your account and send you the
proceeds.

EXCHANGES. The Fund permits you to exchange your Fund's shares for
shares in either of the other funds in the IPS Funds family (the IPS
Millennium Fund and the IPS New Frontier Fund) without charge, if the
fund being acquired offers its shares for sale in your state. The
Fund's exchange opportunities include one-time exchanges as well as
automatic periodic exchanges.

SYSTEMATIC WITHDRAWAL PROGRAM. If your account's value is more than
$10,000, you may be eligible for our Systematic Withdrawal Program
that allows you to withdraw a fixed amount from your account each
month or calendar quarter. Each withdrawal must be $250 or more, and
you should note that a withdrawal involves a redemption of shares that
may result in a gain or loss for federal income tax purposes. Please
contact us for more information about the Systematic Withdrawal
Program.<PAGE>
TELEPHONE PURCHASES BY SECURITIES FIRMS. Brokerage firms that are
NASD members may telephone the Transfer Agent at 800.232.9142 and buy
shares for investors who have investments in the Fund through the
brokerage firm's account with the Fund. By electing telephone
purchase privileges, NASD member firms, on behalf of themselves and
their clients, agree that neither the Fund, the Underwriter nor the
Transfer Agent shall be liable for following telephone instructions
reasonably believed to be genuine. To be sure telephone instructions
are genuine, the Funds and their agents send written confirmations of
transactions to the broker that initiated the telephone purchase. As
a result of these and other policies, the NASD member firms may bear
the risk of any loss in the event of such a transaction. However, if
the Transfer Agent or a Fund fails to follow these established
procedures, they may be liable. The Fund may modify or terminate
these telephone privileges at any time.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
MISCELLANEOUS. The Fund reserves the right to:

DISTRIBUTIONS

The Fund distributes its net investment income two times per year,
usually in October and December. The Fund distributes its net long-
term capital gains once per year, usually in December. Unless you
instruct us otherwise, your distributions will be reinvested
automatically in additional shares (or fractions thereof) of the Fund.

FEDERAL TAXES

Distributions to shareholders are taxable to most investors (unless
your investment is an IRA or other tax advantaged account). The tax
status of any distribution is the same regardless of how long you have
been in the fund and whether you reinvest your distributions or
receive them in cash.
<TABLE>
<CAPTION>
<S> <S> <C> <C>
------------------------------------------------------------------------------
| Taxability of Distributions |
| --------------------------- |
| |
| Tax rate for Tax rate for |
| Type of distribution 15% bracket 28% bracket or above |
| -------------------- ------------ -------------------- |
The table to the right can provide | |
a guide for your potential tax | Income dividends Ordinary Income Rate Ordinary Income Rate |
liability when selling or exchanging | |
fund shares. | |
"Short-term capital gains" applies | Short-term capital gains Ordinary Income Rate Ordinary Income Rate |
to fund shares sold up to 12 months | |
after buying them. "Long-term | 10% 20% |
capital gains" applies to shares | Long-term capital gains |
held for more than 12 months. |-----------------------------------------------------------------------------
</TABLE>

An exchange of the Fund's shares for another of the funds in the IPS
Funds family will be treated as a sale of the Fund's shares and any
gain on the transaction may be subject to federal income tax. Because
everyone's tax situation is unique, be sure to consult your tax
adviser about federal, state and local tax consequences.

MANAGEMENT AND ADMINISTRATION

THE INVESTMENT ADVISOR

IPS Advisory, Inc. serves as the Advisor who manages the investments,
business affairs, and provides investment research for each Fund. The<PAGE>
Advisor also furnishes advice and recommendations to each Fund
regarding securities to be purchased and sold, and manages the
investments of the Funds, subject to approval of the Board of Trustees
of the Trust. The Advisor's principal office is located at 625 S. Gay
Street, Suite 630, Knoxville, TN 37902.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
The Fund pays the Advisor a monthly fee based on the following
schedule:

Annualized Percentage of
Average Daily Net Assets Asset Level
------------------------ -----------
1.50% 0 - $100,000,000
1.30% $100,000,001-$250,000,000
1.10% $250,000,001+

Greg D'Amico, President, and Robert Loest, Ph.D., CFA, Chief Executive
Officer control the investment activities of the Advisor. Mr. D'Amico
and Mr. Loest have extensive experience providing investment
management services, having managed investment portfolios for
individual clients, including corporations and retirement plans, on a
full time basis since 1986.

The Advisor has engaged High Street Financial, Inc., , as the Sub-
Advisor for the Fund. The Sub-Advisor manages the investment and
reinvestment of the DSRSM Fund assets on a day-to day basis. The Sub-
Advisor's address is 777 Harbour Island Boulevard, Suite 175, Tampa,
Florida 33602.

Founded in 1996, the Sub-Advisor also provides investment advisory
services to investment advisory organizations, institutions, and
individuals. As of December 31, 1998, the Sub-Advisor provided
investment advisory services to clients having assets with an
approximate value of $189 million. Payment for the services of the
Sub-Advisor is the responsibility of the Advisor and is not a separate
expense of the Fund.

John J. Bartoletta is the founder, President and a controlling person
of the Sub-Advisor. Mr. Bartoletta has over 8 years of experience
managing investments and investment portfolios. Mr. Bartoletta is
responsible for all investment policies, trading, research, and
systems development for the Sub-Advisor. Except for approximately one
month in mid-1997 (during which time Mr. Bartoletta briefly served as
president of Stellar Asset Management, Inc. to stabilize the firm's
day-to-day operations), Mr. Bartoletta has been president of High
Street since September 1996. Prior to that time, Mr. Bartoletta was
President/CEO of Lenox Capital Management, Inc. from January 1, 1996
until his departure in September 1996 to begin High Street. From June
1992 until December 1996, Mr. Bartoletta was the principal for another
investment advisor, International Investments, Inc.

BOARD OF TRUSTEES

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Additional information about the Funds' investments is available in INVESTMENT ADVISOR
the Funds' annual and semi-annual reports to shareholders. In the AND TRANSFER AGENT:
Funds' annual report, you will find a discussion of the market IPS Advisory Inc.
conditions and investment strategies that significantly affected 625 South Gay Street
the Funds' performance during its last fiscal year. Suit 630
Knoxville, Tennessee 37902
Also, a Statement of Additional Information about the Funds has 423.524.1676 in Knoxville
been filed with the Securities and Exchange Commission. This 800.232.9142
Statement (which is incorporated in its entirety by reference in
this Prospectus) contains more detailed information about the BOARD OF TRUSTEES:
Funds. Greg D'Amico, President
Robert Loest, CFA
The Fund's annual and semi annual report and the Fund's Statement Woodrow Henderson, J.D.
of Additional Information are available without charge upon written Veenita Gisaria, CFA
request to IPS Advisory Inc., 6255 S. Gay Street, Suite 630 Bill Stegall
Knoxville, Tennessee 37902 or by calling us at 800-232-9142.

You can also review or obtain copies of these reports by visiting the
Securities and Exchange Commission's Public Reference Room in CUSTODIAN:
Washington, D.C. or by sending your request and a The Provident Bank
duplicating fee to the Public Reference Room Section of the Custody Services, 660D
Commission, Washington, DC 20549-6009. Information on the operation P.O. Box 2176
of the Public Reference Room may be obtained by calling the Cincinnato, Ohio 45202
Commission at 1-800-SEC-0330. 800.424.2295

Reports and other information about the Funds can also be viewed
online on the Commission's Internet site at http://www.sec.gov.
INDEPENDENT AUDITOR:
IPS Funds Investment Act File Number: Cherry Bekaert & Holland, L.L.P.
625 Gay Street
811-08718 Suite 550
Knoxville, Tennessee 37902

LEGAL COUNSEL:
Kilpatrick Stockton LLP
1100 Peachtree Street
Atlanta, Georgia 30309
</TABLE>

DYNAMIC STYLE ROTATION(SM) FUND
<PAGE>
DYNAMIC STYLE ROTATION(SM) FUND

PART B

STATEMENT OF ADDITIONAL INFORMATION

March 31, 1999

The Dynamic Style RotationSM Fund (the "DSRSM Fund" or the "Fund"), a
non-diversified portfolio which is described in detail in the Fund's
Prospectus and in this Statement of Additional Information, is a
series of the IPS Funds (the "Trust"), an Ohio business trust
organized on August 10, 1994, that commenced operations on January 3,
1995. The Trust currently offers three Funds representing separate
portfolios of investments.

Investments in the Fund involve risk, and there can be no assurance
that the Fund will achieve its investment objectives. The address of
the Fund is 625 S. Gay Street, Suite 630, Knoxville, Tennessee 37902
and the telephone number is 800.232.9142.

The other two series of the Trust are the IPS Millennium Fund, a
diversified fund (the "Millennium Fund") and the IPS New Frontier
Fund, a non-diversified fund (the "New Frontier Fund"), both of which
are described in detail in a separate Prospectus and Statement of
Additional Information that may be obtained by contacting the Trust at
800.232.9142.

This Statement of Additional Information is not a prospectus, but
should be read in conjunction with the current Prospectus of the Fund,
dated March 31, 1999. The Prospectus may be obtained by contacting
the Fund at the following address: Dynamic Style Rotation(SM) Fund, 625
S. Gay Street, Suite 630, Knoxville, Tennessee 37902, 800.232.9142.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
DYNAMIC STYLE ROTATION(SM) FUND

Statement of Additional Information

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>

General Information and History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Investment Strategies and Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
U.S. Government Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Fundamental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Borrowing Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Concentration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Non-Fundamental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Pledging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Margin Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Short Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Illiquid Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Trust Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Investment Advisor, Sub-Advisor and Underwriter . . . . . . . . . . . . . . . . . . . . 5
The Sub-Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Telephone Purchases by Securities Firms . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Automatic Monthly Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
How to Redeem or Sell Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Systematic Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Shareholder Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Fund Transactions and Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

</TABLE>

DYNAMIC STYLE ROTATION(SM) FUND
<PAGE>
GENERAL INFORMATION AND HISTORY

The Dynamic Style Rotation(SM) Fund (the "DSR(SM) Fund" or the "Fund"), a
non-diversified portfolio which is described in detail in the Fund's
Prospectus and this Statement of Additional Information, is a series
of the IPS Funds (the "Trust"), an Ohio business trust organized on
August 10, 1994, that commenced operations on January 3, 1995.

The Trust currently offers three Funds representing separate
portfolios of investments. The other two series of the Trust are the
IPS Millennium Fund, a diversified fund (the "Millennium Fund") and
the IPS New Frontier Fund, a non-diversified fund (the "New Frontier
Fund"), both of which are described in detail in a separate Prospectus
and Statement of Additional Information that may be obtained by
contacting the Trust at 800.232.9142.

Each share of the Fund represents an equal proportionate interest in
the assets and liabilities belonging to that series with each other
share of that series and is entitled to such dividends and
distributions out of income belonging to the series as are declared by
the Trustees. The shares do not have cumulative voting rights or any
preemptive or conversion rights, and the Trustees have the authority
from time to time to divide or combine the shares of any series into a
greater or lesser number of shares of that series so long as the
proportionate beneficial interest in the assets belonging to that
series and the rights of shares of any other series are in no way
affected. In case of any liquidation of a series, the holders of
shares of the series being liquidated will be entitled to receive as a
class a distribution out of the assets, net of the liabilities,
belonging to that series. Expenses attributable to any series are
borne by that series. Any general expenses of the Trust not readily
identifiable as belonging to a particular series are allocated by or
under the direction of the Trustees in such manner as the Trustees
determine to be fair and equitable. No shareholder is liable to
further calls or to assessment by the Trust without his or her express
consent.

If at least ten shareholders (the "Petitioning Shareholders") wish to
obtain signatures to request a meeting for the purpose of voting upon
removal of any Trustee of the Trust, they may make a written
application to the Trust requesting to communicate with other
shareholders. The Petitioning Shareholders must hold in the aggregate
at least 1% of the shares then outstanding or shares then having a net
asset value of $25,000, whichever is less, and each Petitioning
Shareholder must have been a shareholder for at least six months prior
to the date of the application. The application must be accompanied
by the form of communication which the shareholders wish to transmit.
Within five business days after receipt of the application, the Trust
will (a) provide the Petitioning Shareholders with access to a list of
the names and addresses of all shareholders of the Trust; or (b)
inform the Petitioning Shareholders of the approximate number of
shareholders and the estimated costs of mailing such communication,
and undertake such mailing promptly after tender by the Petitioning
Shareholders to the Trust of the material to be mailed and the
reasonable expenses of such mailing. The Trustees will promptly call
a meeting for the purpose of voting upon the question of removal of
any Trustee when requested in writing to do so by the record holders
of not less than 10% of the outstanding shares.

Upon sixty days prior written notice to shareholders, the Fund may
make redemption payments in whole or in part in securities or other
property if the Trustees determine that existing conditions make cash
payments undesirable. For other information concerning the purchase
and redemption of shares of the Fund, see "How to Purchase Shares of
the Fund" and "How to Redeem or Sell Shares of the Fund" in the
Prospectus. For a description of the methods used to determine the
share price and value of the Fund's assets, see "Net Asset Value" in
the Prospectus.

<PAGE>
INVESTMENT STRATEGIES AND RISKS

FOR A FULL DISCUSSION OF THE FUNDS' PRINCIPAL INVESTMENT OBJECTIVES
AND STRATEGIES, PLEASE REFER TO THE FUNHDS' PROSPECTUS.

U.S. GOVERNMENT SECURITIES

U.S. government securities may be backed by the credit of the
government as a whole or only by the issuing agency. U.S. Treasury
bonds, notes, and bills and some agency securities, such as those
issued by the Federal Housing Administration and the Government
National Mortgage Association (GNMA), are backed by the full faith and
credit of the U.S. government as to payment of principal and interest
and are the highest quality government securities. Other securities
issued by U.S. government agencies or instrumentalities, such as
securities issued by the Federal Home Loan Banks and the Federal Home
Loan Mortgage Corporation, are supported only by the credit of the
agency that issued them, and not by the U.S. government. Securities
issued by the Federal Farm Credit System, the Federal Land Banks, and
the Federal National Mortgage Association (FNMA) are supported by the
agency's right to borrow money from the U.S. Treasury under certain
circumstances, but are not backed by the full faith and credit of the
U.S. government.

REPURCHASE AGREEMENTS

A repurchase agreement is a short term investment in which the
purchaser (i.e., the Fund) acquires ownership of a U.S. Government
security and the seller agrees to repurchase the security at a future
time at a set price, thereby determining the yield during the
purchaser's holding period. Any repurchase transaction in which the
Fund engages will require full collateralization of the seller's
obligation during the entire term of the repurchase agreement. In the
event of a bankruptcy or other default of the seller, the Fund could
experience both delays in liquidating the underlying security and
losses in value. However, the Fund intends to enter into repurchase
agreements only with the Fund's Custodian, other banks with assets of
$1 billion or more, and registered securities dealers determined by
the Advisor (subject to review by the Board of Trustees) to be
creditworthy.

INVESTMENT RESTRICTIONS

FUNDAMENTAL. The investment limitations described below have been
adopted by the Fund and are fundamental ("Fundamental"), i.e., they
may not be changed without the affirmative vote of a majority of the
outstanding shares of the Fund. As used in the Prospectus and this
Statement of Additional Information, the term "majority" of the
outstanding shares of the Fund means the lesser of (1) 67% or more of
the outstanding shares of the Fund present at a meeting, if the
holders of more than 50% of the outstanding shares of the Fund are
present or represented at such meeting; or (2) more than 50% of the
outstanding shares of the Fund. Other investment practices which may
be changed by the Board of Trustees without the approval of
shareholders to the extent permitted by applicable law, regulation or
regulatory policy are considered non-fundamental ("Non-Fundamental").

1. BORROWING MONEY. The Fund will not borrow money, except (a) from
a bank, provided that immediately after such borrowing there is an
asset coverage of 300% for all borrowings of the Fund; or (b) from a
bank or other persons for temporary purposes only, provided that such
temporary borrowings are in an amount not exceeding 5% of the Fund's
total assets at the time when the borrowing is made. This limitation
does not preclude the Fund from entering into reverse repurchase
transactions, provided that the Fund has an asset coverage of 300% for
all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.

2. SENIOR SECURITIES. The Fund will not issue senior securities.
This limitation is not applicable to activities that may be deemed to
involve the issuance or sale of a senior security by the Fund,
provided that the Fund's engagement in such activities is (a)
consistent with or permitted by the Investment Company Act of 1940, as
amended, the rules and regulations promulgated thereunder or
interpretations of the Securities and Exchange Commission or its staff
and (b) as described in the Prospectus and this Statement of
Additional Information.

DYNAMIC STYLE ROTATION(SM) FUND
<PAGE>
3. UNDERWRITING. The Fund will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the
extent that, in connection with the disposition of portfolio
securities (including restricted securities), the Fund may be deemed
an underwriter under certain federal securities laws.

4. REAL ESTATE. The Fund will not purchase or sell real estate.
This limitation is not applicable to investments in marketable
securities which are secured by or represent interests in real estate.
This limitation does not preclude the Fund from investing in mortgage-
backed securities or investing in companies engaged in the real estate
business.

5. COMMODITIES. The Fund will not purchase or sell commodities
unless acquired as a result of ownership of securities or other
investments.

6. LOANS. The Fund will not make loans to other persons, except (a)
by loaning portfolio securities, (b) by engaging in repurchase
agreements, or (c) by purchasing nonpublicly offered debt securities.
For purposes of this limitation, the term "loans" shall not include
the purchase of a portion of an issue of publicly distributed bonds,
debentures or other securities.

7. CONCENTRATION. The Fund will not invest 25% or more of its total
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities or repurchase
agreements with respect thereto.

With respect to the percentages adopted by the Fund as maximum
limitations on its investment policies and limitations, an excess
above the fixed percentage due to growth will not be a violation of
the policy or limitation unless the excess results immediately and
directly from the acquisition of any security or the action taken.
This paragraph does not apply to the borrowing policy set forth in
paragraph 1 above.

Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or
a personal holding company, may be merged or consolidated with or
acquired by the Fund, provided that if such merger, consolidation or
acquisition results in an investment in the securities of any issuer
prohibited by said paragraphs, the Fund shall, within ninety days
after the consummation of such merger, consolidation or acquisition,
dispose of all of the securities of such issuer so acquired or such
portion thereof as shall bring the total investment therein within the
limitations imposed by said paragraphs above as of the date of
consummation.

NON-FUNDAMENTAL. The Fund intends to adhere to the following
limitations, which are Non-Fundamental (see "Investment Restrictions-
Fundamental" above).

1. PLEDGING. The Fund will not mortgage, pledge, hypothecate or in
any manner transfer, as security for indebtedness, any assets of the
Fund except as may be necessary in connection with borrowings
described in limitation (1) above. Margin deposits, security
interests, liens and collateral arrangements with respect to
transactions involving options, futures contracts, short sales and
other permitted investments and techniques are not deemed to be a
mortgage, pledge or hypothecation of assets for purposes of this
limitation.
<PAGE>
2. BORROWING. The Fund will not enter into reverse repurchase
agreements. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of
its total assets are outstanding.

3. MARGIN PURCHASES. The Fund will not purchase securities or
evidences of interest thereon on "margin." This limitation is not
applicable to short term credit obtained by the Fund for the clearance
of purchases and sales or redemption of securities, or to arrangements
with respect to transactions involving permitted investments and
techniques.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
4. SHORT SALES. The Fund will not effect short sales of securities
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short.

5. OPTIONS. The Fund will not purchase or sell put or call options.

6. ILLIQUID INVESTMENTS. The Fund will not invest more than 15% of
its net assets in securities for which there are legal or contractual
restrictions on resale and other illiquid securities.

TRUST TRUSTEES AND OFFICERS

Name (Age) and Address, Positions Held

*Greg D'Amico (35), 625 S. Gay Street, Suite 630, Knoxville, TN
37902, President, Chief Financial Officer, Treasurer and Trustee

*Robert Loest (55), 625 S. Gay Street, Suite 630, Knoxville, TN
37902, Vice President, Secretary and Trustee

Woodrow Henderson (41), 6504 Clary Lane, Knoxville, TN 37919, Trustee

Veenita Bisaria (38), 12416 Fort West Drive, Knoxville, TN 37922,
Trustee

Billy Wayne Stegall, Jr. (42), 309 Kingston Court, Knoxville, TN
37919, Trustee

Mr. D'Amico is also President of IPS Advisory, Inc., and a portfolio
manager for individually managed accounts as a registered
representative of Securities Service Network, Inc.

Mr. Loest is also Chief Executive Officer of IPS Advisory, Inc., and a
senior portfolio manager and research analyst for individually managed
accounts as a registered representative of Securities Service Network,
Inc. Mr. Loest is a Chartered Financial Analyst and has a Ph.D. in
Biology.

Mr. Henderson is also Director of Planned Giving for the University of
Tennessee at Knoxville.

Ms. Bisaria has been a financial analyst for the Tennessee Valley
Authority since February 1, 1997. Prior to that time she was Director
of Business Planning at Lockhead Martin Energy Systems, and is a
Chartered Financial Analyst (CFA).

Mr. Stegall has been an account executive at Colony Life & Accident
since June 1, 1995. Prior to that time, he was a teacher of history
and economics at Austin East High School in Knoxville, Tennessee.

Pursuant to the terms of its Management Agreement with the Trust, the
Advisor pays all of the fees and expenses of the Trustees. Each
trustee who is not affiliated with the Advisor receives an annual
retainer of $100, plus $50 for each Board meeting attended. During
the fiscal year ended November 30, 1998, each Trustee not related to
the Advisor received aggregate compensation of $350.

As of March 1, 1999, the Officers and Trustees of the Trust own
beneficially 0.000% of the DSR Fund's outstanding shares.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
THE INVESTMENT ADVISOR, SUB-ADVISOR AND UNDERWRITER

IPS Advisory, Inc. (the "Advisor"), 625 S. Gay St., Suite 630,
Knoxville, TN 37902, is the investment adviser for the Fund. Greg
D'Amico and Robert Loest may be deemed to be controlling persons and
affiliates of the Advisor due to their ownership of its shares and
their positions as directors and officers of the Advisor. Because of
such affiliation, they may receive benefits from the management fees
paid to the Advisor. The Fund retains the Advisor to manage the
business affairs of the Fund, and to furnish advice and
recommendations to the Fund regarding securities to be purchased and
sold by the Fund.

Securities Service Network, Inc., 9041 Executive Park Drive, Suite
500, Knoxville, TN 37923 (the "Underwriter") is the exclusive agent
for distribution of shares of the Fund. The Underwriter is a
registered investment adviser and securities broker-dealer. The
Underwriter is obligated to sell the shares of the Fund on a best
efforts basis only against purchase orders for the shares. Shares of
the Fund are offered to the public on a continuous basis. The
Underwriter exerts supervisory control over the Advisor through a
Consent Guaranty Letter, and by means of specialized compliance
procedures approved by the Securities Division of the Tennessee
Department of Commerce and Insurance.

The Advisor is staffed by experienced investment professionals with
extensive experience in company analysis, and who have been officers
of IPS since 1986. Under the terms of the Management Agreement, the
Advisor manages the Fund's investment subject to approval of the Board
of Trustees and pays all of the expenses of the Fund except brokerage,
taxes, interest and extraordinary expenses. As compensation for its
management services and agreement to pay the Fund's expenses, the Fund
is obligated to pay the Advisor a fee computed and accrued daily and
paid monthly at an annual rate of 1.50% of its average daily net
assets to and including $100,000,000, 1.30 % of such assets from
$100,000,000 to and including $250,000,000, and 1.10% of such assets
in excess of $250,000,000.

For the period from August 1, 1998 through November 30, 1998, the
Fund paid fees of $570 to the Advisor.

The Advisor retains the right to use the name "IPS" in connection with
another investment company or business enterprise with which the
Advisor is or may become associated. The Fund's right to use the name
above-mentioned automatically ceases thirty days after termination of
the Management Agreement and may be withdrawn by the Advisor on thirty
days written notice.

The Advisor may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts.
The Glass-Steagall Act prohibits banks from engaging in the business
of underwriting, selling or distributing securities. Although the
scope of this prohibition under the Glass-Steagall Act has not been
clearly defined by the courts or appropriate regulatory agencies,
management of the Fund believes that the Glass-Steagall Act should not
preclude a bank from providing such services. However, state
securities laws on this issue may differ from the interpretations of
federal law expressed herein and banks and financial institutions may
be required to register as dealers pursuant to state law. If a bank
were prohibited from continuing to perform all or a part of such
services, management of the Fund believes that there would be no
material impact on the Fund or its shareholders. Banks may charge
their customers fees for offering these services to the extent
permitted by applicable regulatory authorities, and the overall return
to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. The Fund may from time
to time purchase securities issued by banks which provide such
services; however, in selecting investments for the Fund, no<PAGE>
preference will be shown for such securities.

THE SUB-ADVISOR

The Advisor has retained the services of High Street Financial, Inc.
(the "Sub-Advisor") to serve as the Sub-Advisor for the Fund. The
Sub-Advisor is a Florida corporation founded in 1996 that provides
investment advisory services to other investment advisory
organizations, institutions, and individuals. John J. Bartoletta,
president, owns 100% of the outstanding shares of the Sub-Advisor. As
of December 31, 1998, the Sub-Advisor provided investment advisory
services to clients having assets with an approximate value of $189
million. The Sub-Advisor's address is High Street(TM) Financial, Inc.,
777 Harbour Island Boulevard, Suite 175, Tampa, Florida 33602.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
Pursuant to a Sub-Advisory Agreement with the Advisor, the Sub-Advisor
provides investment advice to the Fund and manages its investments,
including brokerage and other investment portfolio-related services,
subject to the investment policies and objectives of the Fund, and the
oversight of the Advisor and the Trust's Board of Trustees. Payment
for the services of the Sub-Advisor is made by the Advisor and is not
a separate expense of the Trust.

The Advisor pays the Sub-Advisor a fee for its services at the annual
rate of .75% of the average daily net assets of the Fund to and
including $100,000,000, .65% of the average daily net assets of the
Fund from $100,000,000 to and including $250,000,000, and .55% of the
average daily net assets of the Fund in excess of $250,000,000 and
paid as of the last day of each month on the basis of the Fund's
daily net asset value using for each daily calculation the most
recently determined net asset value of the Fund. See "Net Asset
Value."

The Sub-Advisory Agreement provides that the Sub-Advisor will not be
liable for any error of judgment or for any loss suffered by the Trust
in connection with the matters to which the Sub-Advisory Agreement
relates, except for liability resulting from willful misfeasance, bad
faith or gross negligence in the performance of its duties or by
reason of the Sub-Advisor's reckless disregard of its duties and
obligations under the Sub-Advisory Agreement. The Fund and the
Advisor will indemnify the Sub-Advisor against liabilities, costs and
expenses that the Sub-Advisor may incur in connection with any action,
suit, investigation or other proceeding arising out of or otherwise
based on any action actually or allegedly taken or omitted to be taken
by the Sub-Advisor in connection with the performance of its duties or
obligations under the Sub-Advisory Agreement. The Sub-Advisor is not
entitled to indemnification with respect to any liability to the Fund
or its shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or its reckless
disregard of its duties and obligations under the Sub-Advisory
Agreement. The Sub-Advisory Agreement provides that it will terminate
in the event of its assignment (as defined in the Investment Company
Act). The Sub-Advisory Agreement may be terminated by the Advisor,
the Trust (by the Board of Trustees of the Trust or vote of a majority
of the outstanding voting securities of the DSR(SM) Fund) or the Sub-
Advisor upon 60 days' written notice, without payment of any penalty.
The Sub-Advisory Agreement provides that it will continue in effect
for a period of more than two years from its execution only so long as
such continuance is specifically approved at least annually in
conformity with the Investment Company Act.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund intends to elect to qualify for the special tax treatment
afforded regulated investment companies under the Internal Revenue
Code of 1986, as amended (the "Code"). A fund so qualified is not
subject to federal income tax on the part of its net ordinary income
and net realized capital gains which it distributes to shareholders.
<PAGE>
To qualify for special tax treatment afforded investment companies
under the Code, the Fund is required, at the end of each quarter of
the taxable year, to have (i) at least 50% of the market value of the
Fund's total assets be invested in cash, U.S. Government securities,
the securities of other regulated investment companies, and other
securities, with such other securities of any one issuer limited for
the purposes of this calculation to an amount not greater than 5% of
the value of the Fund's total assets, and (ii) not more than 25% of
the value of its total assets be invested in the securities of any one
issuer (other than U.S. Government securities or the securities of
other regulated investment companies).

DYNAMIC STYLE ROTATION(SM) FUND
<PAGE>
DIVIDENDS AND DISTRIBUTIONS

The Fund intends to declare dividends representing net investment
income two times annually, generally in the months of October and
December. It is the present policy of the Fund to distribute annually
all of its net long term capital gains in the month of December. When
a dividend or capital gain is distributed, the net asset value per
share is reduced by the amount of the payment.

All dividends or capital gains distributions paid by the Fund will be
automatically reinvested in shares of the Fund at the next determined
net asset value, unless an investor specifically requests that either
dividends or capital gains distributions or both be paid in cash. If
cash payment is requested, a check normally will be mailed within five
business days after the payable date. If you withdraw your entire
account, all dividends accrued to the time of withdrawal, including
the day of withdrawal, will be paid at that time. You may elect to
have distributions on shares held in IRA's and 403(b) plans paid in
cash only if you are 59 1/2 years old or permanently and totally
disabled or if you otherwise qualify under the applicable plan. To
change the election of dividends or capital gains distributions, send
a written request to the IPS Dynamic Style Rotation(SM) Fund, 625 S. Gay
Street, Suite 630, Knoxville, TN 37902.

Dividends paid by the Fund from its ordinary income and distributions
of the Fund's net realized short-term capital gains are taxable to
non-tax-exempt investors as ordinary income. Ordinary income
dividends may be eligible for the 70% dividends received deduction
allowed to corporations under the Code, if certain requirements are
met.

Distributions made from the Fund's net realized long-term capital
gains are taxable to shareholders as long-term capital gains
regardless of the length of time the shareholder has owned such
shares. Pursuant to the Taxpayer Relief Act of 1997, different
maximum rates of tax are imposed on individuals, estates or trusts on
various transactions giving rise to long-term capital gain. For this
purpose, long-term capital gains are divided into two tax-rate groups:
a 20% group (for capital gains from assets held for more than 18
months) and a 28% group (for all other long-term capital gain). The
Fund will supply information to its shareholders to determine the
appropriate tax-rate group of its long-term capital gain
distributions.

Upon redemption of shares of the Fund held by a non-tax-exempt
investor, such investor, generally, will realize a capital gain or
loss equal to the difference between the redemption price received by
the investor and the adjusted basis of the shares redeemed. If the
redemption is in-kind, capital gain or loss will be measured by the
difference between the fair market value of securities received and
the adjusted basis of the shares redeemed. Such capital gain or loss,
generally, will constitute a short-term capital gain or loss if the
redeemed shares were held for twelve months or less, and long-term
capital gain or loss if the redeemed Fund shares were held for more
than twelve months. If, however, shares of the Fund were redeemed
within six months of their purchase by an investor, and if a capital
gain dividend was paid with respect to the Fund's shares while they
were held by the investor, then any loss realized by the investor will
be treated as long-term capital loss to the extent of the capital gain
dividend.

<PAGE>
Under certain provisions of the Code, some shareholders may be subject
to 31% withholding on reportable dividends, capital gains
distributions and redemption payments ("back-up withholding").
Generally, shareholders subject to back-up withholding will be those
for whom a taxpayer identification number is not on file with the Fund
or who, to the Fund's knowledge, have furnished an incorrect number.
When establishing an account, an investor must certify under penalty
of perjury that such number is correct and that he is not otherwise
subject to back-up withholding.

Dividends paid by the Fund from its ordinary income and distributions
of the Fund's net realized short-term capital gains paid to
shareholders who are non-resident aliens will be subject to a 30%
United States withholding tax under existing provisions of the Code
applicable to foreign individuals and entities unless a reduced rate
of withholding or a withholding exemption is provided under applicable
treaty law. Non-resident shareholders are urged to consult their own
tax advisers concerning the applicability of the United States
withholding tax.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
The Code requires each regulated investment company to pay a
nondeductible 4% excise tax to the extent the company does not
distribute, during each calendar year, 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, plus any
undistributed amount from prior years. The Fund anticipates that it
will make sufficient timely distributions to avoid imposition of the
excise tax. If the Fund pays a dividend in May which was declared in
the previous October, November or December to shareholders of record
on a date in those months, then such dividend or distribution will be
treated for tax purposes as being paid on December 31 and will be
taxable to shareholders as if received on December 31.

Dividends and capital gains distributions may also be subject to state
and local taxes.

The federal income tax consequences set forth above do not address any
particular tax considerations a shareholder of the Fund might have.
Shareholders are urged to consult their tax advisers as to the
particular tax consequences of the acquisition, ownership and
disposition of shares of the Fund, including the application of state,
local and foreign tax laws and possible future changes in federal tax
laws. Foreign investors should consider applicable foreign taxes in
their evaluation of an investment in the Fund.

TRANSFER AGENT

The Fund's Transfer Agent is IPS Advisory, Inc., 625 S. Gay Street,
Suite 630, Knoxville, TN 37902. The Transfer Agent performs
shareholder service functions such as maintaining the records of each
shareholder's account, answering shareholders' inquiries concerning
their accounts, processing purchase and redemptions of the Fund's
shares, acting as dividend and distribution disbursing agent and
performing other accounting and shareholder service functions.

CUSTODIAN

The Provident Bank, One East Fourth Street, Cincinnati, Ohio 45202,
is the Custodian of the Fund's investments. The Custodian acts as the
Fund's depository, safekeeps its portfolio securities, collects all
income and other payments with respect thereto, disburses funds at the
Fund's request and maintains records in connection with its duties.

PURCHASE OF SHARES

Reference is made to "Buying Shares," and "Additional Information About
Purchases, Sales, and Exchanges" in the Prospectus for more information
concerning how to purchase shares.

TELEPHONE PURCHASES BY SECURITIES FIRMS

Member firms of the NASD may telephone IPS Advisory, Inc. at
800.232.9142 and place purchase orders on behalf of investors who
carry their Fund investments through the member's account with the
Fund. By electing telephone purchase privileges, NASD member firms,
on behalf of themselves and their clients, agree that neither the
Fund, the Underwriter nor the Transfer Agent shall be liable for
following instructions communicated by telephone and reasonably
believed to be genuine. The Fund and its agents provide written
confirmations of transactions initiated by telephone as a procedure
designed to confirm that telephone instructions are genuine. As a<PAGE>
result of these and other policies, the NASD member firms may bear the
risk of any loss in the event of such a transaction. However, if the
Transfer Agent or the Fund fails to employ this and other established
procedures, the Transfer Agent or the Fund may be liable. The Fund
reserves the right to modify or terminate these telephone privileges
at any time.

DYNAMIC STYLE ROTATION(SM) FUND
<PAGE>
EXCHANGE PRIVILEGE

Investors in the Fund may exchange shares of the Fund for shares of
the IPS Millennium Fund or the IPS New Frontier Fund. There is no
charge for such exchanges. This offer is limited to residents of
states in which the shares being acquired are registered for sale.
Before making an exchange, the investor should review a current
Prospectus of the Millennium Fund and the New Frontier Fund for
information relating to the fund in which he is acquiring shares.
Investors should consider the differences in the investment objectives
and portfolio compositions of such funds.

An exchange request may be given to the Transfer Agent in writing and
must be signed by each registered owner exactly as the shares are
registered. A signature guarantee is required for any exchange of
over $50,000 in value. Signature guarantees are available at any bank
or financial institution. The signature guarantee is used to protect
shareholders from the possibility of a fraudulent request. An
exchange order must comply with the requirements for a redemption.
(See "Redemption of Shares"). If the exchange request is in proper
order, the exchange will be based on the respective net asset values
of the shares involved which is next determined after the request is
received. The exchange of shares of one Fund for shares of the
Millennium Fund or the New Frontier Fund is treated for federal income
tax purposes as a sale of the shares given in exchange and an investor
(other than a tax-exempt investor) may, therefore, realize a taxable
gain or loss. The Funds reserve the right, upon 60 days' notice to
shareholders, to impose reasonable fees and restrictions with respect
to the exchange privilege and to modify or terminate the exchange
privilege. Except for those limited instances where redemptions of
the exchanged security are suspended under Section 22(e) of the 1940
Act, or where sales of the shares of the Fund into which the
shareholder seeks to exchange his or her shares are temporarily
stopped, notice of all such modifications or termination of the
exchange privilege will be given at least 60 days prior to the date of
termination or the effective date of the modification.

AUTOMATIC MONTHLY EXCHANGE

Shareholders of the Fund may arrange for a fixed dollar amount of
their shares to be automatically exchanged for shares of the
Millennium Fund or the New Frontier Fund on a monthly basis. The
minimum monthly exchange in this program is $100. This automatic
exchange program may be changed by the shareholder at any time by
writing to the Transfer Agent at least two weeks prior to the date the
change is to be made. Further information regarding this service can
be obtained by contacting the Transfer Agent.

HOW TO REDEEM OR SELL FUND SHARES

To redeem shares, send a letter of instruction to the Transfer Agent,
specifying the number of shares or dollar amount to be sold, your name
and your account number. The Fund will buy back (redeem), at current
net asset value (no charge), all shares of the Fund offered for
redemption and meeting the requirements of this Prospectus. The net
asset value will be the next net asset value determined after receipt
of the request for redemption. Payment will be made within seven days
of receipt of a valid redemption request.

Redemption requests should be sent to the DSR(SM) Fund:

c/o IPS Advisory, Inc., 625 S. Gay Street, Suite 630, Knoxville, TN 37902

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
Shares may also be redeemed through a broker authorized by the Fund to
redeem shares of the Fund. Such brokers may charge a reasonable fee
for their services. Requests for redemption by telephone will not be
accepted.

The written request for redemption must be signed by each registered
owner exactly as the shares are registered. A signature guarantee is
required for any withdrawal which is over $50,000, or which is mailed
to another address that is not the address or person of record.
Signature guarantees are available at any bank or financial
institution. The signature guarantee is used to protect shareholders
from the possibility of fraudulent application for redemption.
Payment for shares redeemed will be made by check after receipt by the
Transfer Agent of the properly executed redemption request and any
outstanding certificates for the shares to be redeemed. If shares are
purchased with a check, redemption within the first fifteen days may
be delayed until the check clears. A shareholder wishing to redeem
proceeds through wire redemption will be charged $10 toward his or her
account.

To keep Fund share expenses to a minimum, the Fund is authorized to
redeem accounts that fall below $1,000, or such other minimum amount
as the Fund may determine from time to time. Redemption will only
occur when the account is reduced by redemptions and not by a decline
in market value. The account holder will be notified 60 days in
advance before an account is redeemed. An involuntary redemption
constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. To prevent
redemption, an account can be increased by contributing additional
funds to bring it over the account minimum. Each share of the Fund is
subject to redemption at any time if the Board of Trustees determines
in its sole discretion that failure to so redeem may have materially
adverse consequences to all or any of the shareholders of the Fund.

SYSTEMATIC WITHDRAWALS

Accounts valued at $10,000 or above, using the current net asset
value, are eligible for normal distributions under a systematic
withdrawal program. Setting up a Systematic Withdrawal Program allows
investors to withdraw a fixed sum each month or calendar quarter. The
minimum amount that can be withdrawn each month or quarter under the
Systematic Withdraw Program is $250. This program may be terminated
by a shareholder or the Fund at any time without charge or penalty,
and will become effective five business days following receipt of
shareholder instructions. A withdrawal under the Systematic
Withdrawal Program involves a redemption of shares, and may result in
a gain or loss for federal income tax purposes. In addition, if the
amount withdrawn exceeds the dividends credited to the shareholder's
account, the account ultimately may be depleted.

INDEPENDENT ACCOUNTANTS

The independent accounting firm for the Fund is Cherry, Bekaert &
Holland, L.L.P., Certified Public Accountants, located at 625 S. Gay
Street, Suite 550, Knoxville, TN 37902. Cherry, Bekaert & Holland,
L.L.P. performs an annual audit of the Trust's financial statements
and provides financial, tax and accounting consulting services as
requested.

SHAREHOLDER RIGHTS

Each share in the Fund has equal voting rights with respect to other
shares in the Fund regarding matters submitted for a vote of
shareholders in the Fund, and equal voting rights with respect to
other shares in the Trust regarding matters submitted for a vote of
shareholders in the Trust. Shareholders are entitled to one vote for
each full share held (and fractional votes for fractional shares) and
may vote in the election of Trustees and on other matters submitted to
meetings of shareholders of the Trust or the Fund. Neither the Trust
nor the Fund holds annual meetings of shareholders.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
The Trust's Declaration of Trust provides that the Fund's shareholders
have the right, upon the vote of more than two-thirds of its
outstanding shares, to remove a Trustee. The Trustees will call a
meeting of shareholders to vote on the removal of a trustee upon the
written request of the record holders of ten percent of the Trust's
shares. In addition, ten shareholders holding the lesser of $25,000
worth or one percent of Fund shares may advise the Trustees in writing
that they wish to communicate with other shareholders for the purpose
of requesting a meeting to remove a Trustee.

SHAREHOLDER INQUIRIES

Shareholders can make inquiries about the Fund or their personal
account by calling the Fund's Transfer Agent at 800.232.9142 or
writing the Fund at the address listed on the cover page.

FUND TRANSACTIONS AND BROKERAGE

Subject to the oversight of the Board of Trustees of the Trust and the
Advisor, the Sub-Advisor is responsible for the Fund's portfolio
decisions and the placing of the Fund's portfolio transactions in
accordance with the Fund's policies and objectives.

In placing portfolio transactions, the Sub-Advisor seeks the best
qualitative execution for the Fund, taking into account such factors
as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and
responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer. The Sub-Advisor generally
seeks favorable prices and commission rates that are reasonable in
relation to the benefits received.

The Sub-Advisor is specifically authorized to select brokers or
dealers who also provide brokerage and research services to the Fund
and/or the other accounts over which the Sub-Advisor exercises
investment discretion and to pay such brokers or dealers a commission
in excess of the commission another broker or dealer would charge if
the Sub-Advisor determines in good faith that the commission is
reasonable in relation to the value of the brokerage and research
services provided. The determination may be viewed in terms of a
particular transaction or the Sub-Advisor's overall responsibilities
with respect to the Fund and to other accounts over which it exercises
investment discretion.

Research services include supplemental research, securities and
economic analyses, statistical services and information with respect
to the availability of securities or purchasers or sellers of
securities and analyses of reports concerning performance of accounts.
The research services and other information furnished by brokers
through whom the Fund effects securities transactions may also be used
by principals of the Sub-Advisor in servicing all of their accounts.
Similarly, research and information provided by brokers or dealers
serving other clients may be useful to principals of the Sub-Advisor
in connection with the Sub-Advisor's services to the Fund. Although
research services and other information are useful to the Fund and the
Sub-Advisor, it is not possible to place a dollar value on the
research and other information received. It is the opinion of the
Board of Trustees and the Sub-Advisor that the review and study of the
research and other information will not reduce the overall cost to the
Sub-Advisor of performing its duties to the Fund under the Agreement.
While the Fund does not deem it practicable and in its best interests
to solicit competitive bids for commission rates on each transaction,
consideration is regularly given to posted commission rates as well as
other information concerning the level of commissions charged on
comparable transactions by qualified brokers. <PAGE>
The Fund has no obligation to deal with any broker or dealer in the
execution of its transactions. However, it is contemplated that the
Underwriter, in its capacity as a registered broker-dealer, may effect
securities transactions which are executed for the Fund on a national
securities exchange and over-the-counter transactions conducted on an
agency basis. Consistent with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. and subject to its
objective of seeking best qualitative execution of portfolio
transactions, the Sub-Advisor may consider sales of shares of the Fund
in its selection of broker-dealers. Securities Service Network, Inc.,
which may be deemed to be an affiliate of the Advisor, may place
trades for the Fund through National Financial Services Corporation
(NFSC), a subsidiary of the Fidelity companies and a member of the New
York Stock Exchange.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
Transactions in the over-the-counter market can be placed directly
with market makers who act as principals for their own account and
include mark-ups in the prices charged for over-the-counter
securities. Transactions in the over-the-counter market can also be
placed with broker-dealers who act as agents and charge brokerage
commissions for effecting over-the-counter transactions. The Fund may
place its over-the-counter transactions either directly with principal
market makers, or with broker-dealers if that is consistent with the
Sub-Advisor's obligation to obtain best qualitative execution. Under

the Investment Company Act of 1940, persons who may be deemed to be
affiliated with the Advisor or the Sub-Advisor (including the
Underwriter) are prohibited from dealing with the Fund as a principal
in the purchase and sale of securities. Therefore, the Underwriter
will not serve as the Fund's dealer in connection with over-the-
counter transactions. However, the Underwriter may serve as the
Fund's broker in over-the-counter transactions conducted on an agency
basis and will receive brokerage commissions in connection with such
transactions. Such agency transactions will be executed through NFSC.

The Fund will not effect any brokerage transactions in its portfolio
securities with the Underwriter if such transactions would be unfair
or unreasonable to Fund shareholders, and the commissions will be paid
solely for the execution of trades and not for any other services.
The Underwriting Agreement provides that the Underwriter may receive
brokerage commissions in connection with effecting such transactions
for the Fund. In determining the commissions to be paid to the
Underwriter, it is the policy of the Fund that such commissions will,
in the judgment of the Fund's Board of Trustees, be (a) at least as
favorable to the Fund as those which would be charged by other
qualified brokers having comparable execution capability and (b) at
least as favorable to the Fund as commissions contemporaneously
charged by the Underwriter on comparable transactions for its most
favored unaffiliated customers, except for customers of the
Underwriter considered by a majority of the Trust's disinterested
Trustees not to be comparable to the Fund. The disinterested Trustees
from time to time review, among other things, information relating to
the commissions charged by the Underwriter to the Fund and its other
customers, and rates and other information concerning the commissions
charged by other qualified brokers.

Any profits from brokerage commissions earned by the Underwriter as a
result of portfolio transactions for the Fund will accrue to Greg
D'Amico and Robert Loest as registered representatives of the
Underwriter. The Underwriting Agreement does not provide for a
reduction of the Advisor's fee by the amount of any profits earned by
the Underwriter from brokerage commissions generated from portfolio
transactions of the Fund.

While the Fund contemplates no ongoing arrangements with any other
brokerage firms, brokerage business may be given from time to time to
other firms. The Underwriter will not receive reciprocal brokerage
business as a result of the brokerage business placed by the Fund with
others.

To the extent that the Fund and another of the Sub-Advisor's clients
seek to acquire the same security at about the same time, the Fund may
not be able to acquire as large a position in such security as it
desires or it may have to pay a higher price for the security.
Similarly, the Fund may not be able to obtain as large an execution of
an order to sell or as high a price for any particular portfolio
security if the other client desires to sell the same portfolio
security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the
resulting participation in volume transactions could produce better
executions for the Fund. In the event that more than one client wants
to purchase or sell the same security on a given date, the purchases
and sales will normally be allocated on a random selection basis.

For the fiscal year ended November 30, 1998 the Fund paid brokerage
commissions of $886.75 to Securities Services Network, Inc.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
NET ASSET VALUE

Shares of the Fund are purchased at the next offering price after the
order is received. The offering price is effective for orders
received by the transfer agent or the Custodian prior to the time of
determination of the net asset value prior to the close of business.
See "How to Purchase Shares of the Fund" in the Prospectus.

The net asset value is determined at the close of the New York Stock
Exchange each day that the exchange is open. The Exchange is closed
on weekends and on New Years Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day, July 4, Labor Day,
Thanksgiving Day, and Christmas each year. Securities traded on the
New York Stock Exchange, the American Stock Exchange, or the NASDAQ
National Market System are valued at the last sale price or the last
bid price if there is no sale. Securities or other assets for which
quotations are not readily available are valued at fair values
determined in good faith by the Board of Trustees. See "Net Asset
Value" in the Prospectus.

PERFORMANCE

The Fund may periodically advertise "average annual total return."
The "average annual total return" of the Fund refers to the average
annual compounded rate of return over the stated period that would
equate an initial amount invested at the beginning of a stated period
to the ending redeemable value of the investment. The calculation of
"average annual total return" assumes the reinvestment of all
dividends and distributions.

The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the
date of the initial public offering of the Fund's shares) as of the
end of a specified period. The "total return" for the Fund refers to
the percentage change in the value of an account between the beginning
and end of the stated period, assuming no activity in the account
other than reinvestment of dividends and capital gains distributions.

The Fund may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media,
published editorial comments and performance rankings compiled by
independent organizations and publications that monitor the
performance of mutual funds (such as Morningstar or Lipper Analytical
Services). Performance information may be quoted numerically, or may
be presented in a table, graph or other illustration. In addition,
Fund performance may be compared to well-known indices of market
performance including the Standard & Poor's (S&P) 500 Index, S&P
MidCap 400 Index, S&P/BARRA Growth and Value Indices, the Value Line
Composite Indexes (GEOM & ARITH), the NASDAQ Composite Index, or the
Dow Jones Industrial Average. The Fund's annual report will contain
additional performance information that will be made available upon
request and without charge.

The average annual total return for the Fund that will be reported by
the Fund will be calculated according to the following formula:

P(1+T)n = ERV

Where:

P is a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of hypothetical $1,000 payment made at
the beginning of the 1, 5, or 10 year periods (or fractional portion<PAGE>
thereof).

All total return figures reflect the deduction of a proportional share
of the Fund's expenses on an annual basis, and assume that all
dividends and distributions are reinvested in the Fund when paid.

FINANCIAL STATEMENTS

The audited financial statements of DSR Fund are incorporated by
reference from the DSR Fund's Annual Report to Shareholders for the
fiscal year ended November 30, 1998. A copy of such report is
incorporated by reference and accompanies this Statement of Additional
Information. Additional copies are available, without charge by
calling the Fund.

DYNAMIC STYLE ROTATION(SM) FUND<PAGE>
PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

(a) (i) Copy of Registrant's Declaration of Trust, which was filed
as an exhibit to Registrant's Registration Statement, is
hereby incorporated by reference.

(ii) Copy of Amendment No. 1 to Registrant's Declaration of
Trust, which was filed as an exhibit to Registrant's Pre-
Effective Amendment No. 1, is hereby incorporated by
reference.

(iii)Copy of Amendment No. 2 to Registrant's Declaration of Trust.

(b) Copy of Registrant's By-Laws, as amended, which was filed as an
exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.

(d) (i) Copy of Registrant's Management Agreement with its Advisor,
IPS Advisory, Inc. regarding the IPS Millennium Fund which
was filed as an exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by reference.

(ii) Form of Registrant's Management Agreement with IPS Advisory,
Inc. regarding the IPS New Frontier Fund which was filed as
an exhibit to Registrant's Post Effective Amendment No. 7,
is hereby incorporated by reference.

(iii) Form of Registrant's Management Agreement with IPS
Advisory, Inc. regarding the Dynamic Style Rotation(SM) Fund
which was filed as an exhibit to Registrant's Post Effective
Amendment No. 7, is hereby incorporated by reference.

(iv) Form of Sub-Advisory Agreement by and between IPS Advisory,
Inc. and High Street(TM) Financial, Inc. regarding the
Dynamic Style Rotation(SM) Fund which was filed as an
exhibit to Registrant's Post Effective Amendment No. 7, is
hereby incorporated by reference.

(e) (i) Copy of Registrant's Underwriting Agreement with Securities
Service Network, Inc. regarding the Millennium Fund, which
was filed as an exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by reference.

(ii) Form of Registrant's Underwriting Agreement with Securities
Service Network, Inc., regarding the IPS New Frontier Fund,
which was filed as an exhibit to Registrant's Post-Effective
Amendment No. 6, is hereby incorporated by reference.

(iii) Form of Registrant's Underwriting Agreement with
Securities Service Network, Inc., regarding the Dynamic
Style Rotation(SM) Fund, which was filed as an exhibit to
Registrant's Post Effective Amendment No. 6, is hereby
incorporated by reference.

(f) Bonus, Profit Sharing, Pension or Similar Contracts for the
benefit of Directors or Officers - None

(g) (i) Copy of Registrant's Agreement with the Custodian, The
Provident Bank, dated November 1, 1994.<PAGE>
(ii) Amendment to Registrant's Agreement with the Custodian which
was filed as an exhibit to Registrant's Post Effective
Amendment No. 7, is hereby incorporated by reference.

(h) Transfer Agency Agreement by and between the Trust and IPS
Advisory, Inc., which was filed as an exhibit to Registrant's
Post Effective Amendment No. 6, is hereby incorporated by
reference.

(i) Opinion and Consent of Kilpatrick Stockton LLP which was filed
with Registrant's Rule 24f-2 Notice for the fiscal year ended
November 30, 1997, is hereby incorporated by reference.

(j) Consent of Cherry, Bekaert & Holland, L.L.P.*

(k) Financial Statements Omitted from Item 22 - None

(l) Letters of Initial Stockholders, which was filed as an exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference

(m) 12b-1 Distribution Expense Plan - None

(n) Financial Data Schedules*

(o) Inapplicable
_________________________

* Filed herewith

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

None

ITEM 25. INDEMNIFICATION

(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:

SECTION 6.4 INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. Subject
to and except as otherwise provided in the Securities Act of
1933, as amended, and the 1940 Act, the Trust shall indemnify
each of its Trustees and officers (including persons who serve at
the Trust's request as directors, officers or trustees of another
organization in which the Trust has any interest as a
shareholder, creditor or otherwise (hereinafter referred to as a
"Covered Person") against all liabilities, including but not
limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered
Person in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in which
such Covered Person may be or may have been involved as a party
or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or
having been such a Trustee or officer, director or trustee, and
except that no Covered Person shall be indemnified against any
liability to the Trust or its Shareholders to which such Covered
Person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Covered Person's
office.<PAGE>
SECTION 6.5 ADVANCES OF EXPENSES. The Trust shall advance
attorneys' fees or other expenses incurred by a Covered Person in
defending a proceeding to the full extent permitted by the
Securities Act of 1933, as amended, the 1940 Act, and Ohio
Revised Code Chapter 1707, as amended. In the event any of these
laws conflict with Ohio Revised Code Section 1701.13(E), as
amended, these laws, and not Ohio Revised Code Section
1701.13(E), shall govern.

SECTION 6.6 INDEMNIFICATION NOT EXCLUSIVE, ETC. The right of
indemnification provided by this Article VI shall not be
exclusive of or affect any other rights to which any such Covered
Person may be entitled. As used in this Article VI, "Covered
Person" shall include such person's heirs, executors and
administrators. Nothing contained in this article shall affect
any rights to indemnification to which personnel of the Trust,
other than Trustees and officers, and other persons may be
entitled by contract or otherwise under law, nor the power of the
Trust to purchase and maintain liability insurance on behalf of
any such person.

The Registrant may not pay for insurance which protects the
Trustees and officers against liabilities rising from action
involving willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of their
offices.

(b) The Registrant may maintain a standard mutual fund and investment
advisory professional and directors and officers liability
policy. The policy, if maintained, would provide coverage to the
Registrant, its Trustees and officers, and its Advisor, among
others. Coverage under the policy would include losses by reason
of any act, error, omission, misstatement, misleading statement,
neglect or breach of duty.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the provisions
of Ohio law and the Agreement and Declaration of the Registrant
or the By-Laws of the Registrant, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such; indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer or controlling person of
the Trust in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

(d) Sections 10 and 11 of the Registrant's Underwriting Agreement
with Securities Service Network, Inc. (the "Underwriter") provide
for indemnification of the Underwriter and the Underwriter's
employees as well as advances of attorney's fees and other
expenses. The scope and limitations of these provisions are
analogous to Sections 6.4 and 6.5 of the Registrant's Declaration
of Trust, set forth in Item 27(a) of this Part C.<PAGE>

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

A. IPS Advisory, Inc. (the "Advisor") is a registered investment
advisor. It has engaged in no other business during the past two
fiscal years.

B. The following list sets forth the business and other connections
of the Directors and officers of the Advisor during the past two
years.

(1) Gregory D'Amico
<PAGE>
(a) President and a Director of IPS Advisory, Inc., Suite 630,
625 South Gay Street, Knoxville, Tennessee 37902.

(b) President, Chief Financial Officer, Treasurer and a Trustee
of IPS Funds, Suite 630, 625 South Gay Street, Knoxville,
Tennessee 37902.

(2) Robert Loest

(a) Chief Executive Officer and a Director of IPS Advisory,
Inc., Suite 630, 625 South Gay Street, Knoxville, Tennessee
37902.

(b) Vice President, Secretary and a Trustee of IPS Funds, Suite
630, 625 South Gay Street, Knoxville, Tennessee 37902.

ITEM 27. PRINCIPAL UNDERWRITERS

(a) Securities Service Network, Inc. does not currently act as a
principal underwriter for any other investment company.

(b) Information with respect to officers, directors, and partners of
the principal underwriter:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES WITH POSITIONS AND OFFICES WITH
NAME AND PRINCIPAL BUSINESS ADDRESS UNDERWRITER FUND
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Carl Hollingsworth President, Treasurer and None
9041 Executive Park Drive, Suite 500, Director
Knoxville, Tennessee 37923

David Coffey Secretary and Director None
9041 Executive Park Drive, Suite 500,
Knoxville, Tennessee 37923

Michael E. Neubeck Executive Vice President None
9041 Executive Park Drive, Suite 500,
Knoxville, Tennessee 37923
</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder will be maintained by the Registrant at Suite
630, 625 South Gay Street, Knoxville, Tennessee 37902, and/or by The
Provident Bank, the Registrant's Custodian at One East Fourth Street,
Cincinnati, Ohio 45202.
<PAGE>
ITEM 29. MANAGEMENT SERVICES NOT DISCUSSED IN PARTS A OR B

None.

ITEM 30. UNDERTAKINGS

(a) Not Applicable.

(b) The Registrant hereby undertakes to furnish each person to whom a
Prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.

(c) The Registrant hereby undertakes that, within five business days
after receipt of a written application by shareholders holding in
the aggregate at least 1% of the shares then outstanding or
shares then having a net asset value of $25,000, whichever is
less, each of whom shall have been a shareholder for at least six
months prior to the date of application (hereinafter the
"Petitioning Shareholders"), requesting to communicate with other
shareholders with a view to obtaining signatures to a request for
a meeting for the purpose of voting upon such removal of any
Trustee of the Registrant, which application shall be accompanied
by a form of communication and request which such Petitioning
Shareholders wish to transmit, Registrant will:

(i) provide such Petitioning Shareholders with access to a list
of the names and addresses of all shareholders of the
Registrant; or

(ii) inform such Petitioning Shareholders of the approximate
number of shareholders and the estimated costs of mailing
such communication, and to undertake such mailing promptly
after tender by such Petitioning Shareholders to the
Registrant of the material to be mailed and the reasonable
expenses of such mailing.

The Registrant also undertakes to promptly call a meeting for the
purpose of voting upon the question of the removal of any Trustee when
requested in writing to do so by the record holders of not less than
10% of the outstanding shares of the Trust.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it
meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Knoxville, State of Tennessee, on the 31st day of March,
1999.

IPS FUNDS

/s/ Greg D'Amico
By: Greg D'Amico, President
<PAGE>
Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory D'Amico and Robert
Loest, or either of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement,
and to file the same, and all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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

Dated as of the 31st day of March, 1999.

/s/ Greg D'Amico
Gregory D'Amico, President,
Chief Financial Officer,
Treasurer
and Trustee

/s/ Robert Loest
Robert Loest, Trustee**

/s/ Woodrow Henderson
Woodrow Henderson, Trustee**

/s/ Vanita Bisaria
Vanita Bisaria, Trustee**

/s/ Billy Wayne Stegall
Billy Wayne Stegall, Jr.**

** Made pursuant to Power of Attorney

<PAGE>
EXHIBIT INDEX

(a) (i) Copy of Registrant's Declaration of Trust, which was filed
as an exhibit to Registrant's Registration Statement, is
hereby incorporated by reference.

(ii) Copy of Amendment No. 1 to Registrant's Declaration of
Trust, which was filed as an exhibit to Registrant's Pre-
Effective Amendment No. 1, is hereby incorporated by
reference.

(iii)Copy of Amendment No. 2 to Registrant's Declaration of
Trust.

(b) Copy of Registrant's By-Laws, as amended, which was filed as an
exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.

(iii)Form of Registrant's Management Agreement with IPS
Advisory, Inc. regarding the Dynamic Style Rotation(SM) Fund
which was filed as an exhibit to Registrant's Post Effective
Amendment No. 7, is hereby incorporated by reference.

(ii) Form of Registrant's Underwriting Agreement with Securities
Service Network, Inc., regarding the IPS New Frontier Fund,
filed as an Exhibit to Registrant's Post-Effective Amendment
No. 6, is hereby incorporated by reference.

(iii)Form of Registrant's Underwriting Agreement with
Securities Service Network, Inc., regarding the Dynamic
Style Rotation(SM) Fund, filed as an Exhibit to Registrant's
Post-Effective Amendment No. 6, is hereby incorporated by
reference.

(g) (I) Copy of Registrant's Agreement with the Custodian, The
Provident Bank, dated November 1, 1994, is hereby
incorporated by reference.

(ii) Amendment to Registrant's Agreement with the Custodian which
was filed as an exhibit to Registrant's Post Effective
Amendment No. 7, is hereby incorporated by reference.
<PAGE>
(h) Transfer Agency Agreement by and between the Trust and IPS
Advisory, Inc., filed as an exhibit to Post-Effective Amendment
No. 6, is hereby incorporated by reference.

(i) Opinion and Consent of Kilpatrick Stockton LLP which was filed
with Registrant's Rule 24f-2 Notice for the fiscal year ended
November 30, 1997, is hereby incorporated by reference
<PAGE>
(j) Consent of Cherry, Bekaert & Holland, L.L.P. *

(l) Letters of Initial Stockholders, which was filed as an exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference

(n) Financial Data Schedules*
_________________________
* Filed herewith

<ARTICLE> 6
<CIK> 0000928879
<NAME> IPS FUNDS
<SERIES>
<NUMBER> 1
<NAME> IPS MILLENNIUM FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> NOV-30-1998
<INVESTMENTS-AT-COST> 18,363,911
<INVESTMENTS-AT-VALUE> 24,401,333
<RECEIVABLES> 35,218
<ASSETS-OTHER> 4,409
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 24,440,961
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 26,012
<TOTAL-LIABILITIES> 26,012
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 886,848
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 24,414,949
<DIVIDEND-INCOME> 191,560
<INTEREST-INCOME> 75,822
<OTHER-INCOME> 0
<EXPENSES-NET> 237,948
<NET-INVESTMENT-INCOME> 29,433
<REALIZED-GAINS-CURRENT> 137,354
<APPREC-INCREASE-CURRENT> 3,223,186
<NET-CHANGE-FROM-OPS> 3,389,973
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 431,529
<NUMBER-OF-SHARES-REDEEMED> 65,382
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 237,948
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 16,957,208
<PER-SHARE-NAV-BEGIN> 22.31
<PER-SHARE-NII> .044
<PER-SHARE-GAIN-APPREC> 5.176
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 27.53
<EXPENSE-RATIO> 1.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000928879
<NAME> IPS FUNDS
<SERIES>
<NUMBER> 2
<NAME> IPS NEW FRONTIER FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> AUG-03-1998
<PERIOD-END> NOV-30-1998
<INVESTMENTS-AT-COST> 564,939
<INVESTMENTS-AT-VALUE> 605,864
<RECEIVABLES> 897
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 606,762
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 668
<TOTAL-LIABILITIES> 668
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 48,110
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 606,094
<DIVIDEND-INCOME> 812
<INTEREST-INCOME> 2,386
<OTHER-INCOME> 0
<EXPENSES-NET> 2,067
<NET-INVESTMENT-INCOME> 1,131
<REALIZED-GAINS-CURRENT> (18,829)
<APPREC-INCREASE-CURRENT> 40,925
<NET-CHANGE-FROM-OPS> 23,227
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 48,349
<NUMBER-OF-SHARES-REDEEMED> 239
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,067
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,067
<AVERAGE-NET-ASSETS> 418,809
<PER-SHARE-NAV-BEGIN> 12.00
<PER-SHARE-NII> .029
<PER-SHARE-GAIN-APPREC> .571
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.6
<EXPENSE-RATIO> 1.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000928879
<NAME> IPS FUNDS
<SERIES>
<NUMBER> 3
<NAME> DYNAMIC STYLE ROTATION FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> AUG-03-1998
<PERIOD-END> NOV-30-1998
<INVESTMENTS-AT-COST> 150,176
<INVESTMENTS-AT-VALUE> 171,561
<RECEIVABLES> 92
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 171,653
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 199
<TOTAL-LIABILITIES> 199
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 12,791
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 171,454
<DIVIDEND-INCOME> 265
<INTEREST-INCOME> 320
<OTHER-INCOME> 0
<EXPENSES-NET> 513
<NET-INVESTMENT-INCOME> 12
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> 21,385
<NET-CHANGE-FROM-OPS> 21,396
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,919
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 573
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 573
<AVERAGE-NET-ASSETS> 108,304
<PER-SHARE-NAV-BEGIN> 12.00
<PER-SHARE-NII> .001
<PER-SHARE-GAIN-APPREC> 1.399
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.40
<EXPENSE-RATIO> 1.5
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

CHERRY, BEKAERT & HOLLAND, L.L.P.

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Post-Effective Amendment
No. 10 to the registration statement on Form N-1A (File Nos. 33-83132, 811-8718)
IPS Funds of our report dated January 19, 1999, on the financial statements and
schedule of the IPS Millennium Fund as of and for the year ended November 30,
1998, the statement of changes in net assets of the IPS Millennium Fund for each
of the years in the two year period ended November 30, 1998, and the financial
highlights of the IPS Millennium Fund for each of the years in the three year
period ended November 30, 1998 and for the period from inception (January 3,
1995) through November 30, 1995; and, of our report dated January 19, 1999, on
the financial statements, schedule and financial highlights of the IPS New
Frontier Fund as of November 30, 1998, and for the period from inception
(August 3, 1998) through November 30, 1998; and, of our report dated January 19,

1999, on the financial statements, schedule and financial highlights of the
Dynamic Style Rotation Fund as of November 30, 1998, and for the period from
inception (August 3, 1998) through November 30, 1998.

CHERRY, BEKAERT & HOLLAND, L.L.P.

/s/ Cherry, Bekaert & Holland, L.L.P.

Knoxville, Tennessee
March 30, 1999