PRAIRIE FUNDS, N-1A EL/A, 1994-11-23

PRAIRIE FUNDS
N-1A EL/A, 1994-11-23

Previous: PRICE T ROWE CAPITAL OPPORTUNITY FUND INC, N-1A EL/A, 1994-11-23

Next: GLOBAL INSTITUTIONAL SERIES INC, N-8A, 1994-11-23

Registration Nos. 33-56217

811-07231
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No. 1 /X/

Post-Effective Amendment No.______

and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/

Amendment No.______

(Check appropriate box or boxes)

PRAIRIE FUNDS
(Exact Name of Registrant as Specified in Charter)

c/o The First National Bank of Chicago
Three First National Plaza
Chicago, Illinois 60670 60670
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code:
(312) 732-4231

Bradford M. Markham, Esq.
Three First National Plaza
Chicago, Illinois 60670
(Name and Address of Agent for Service)

copy to:

Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696

Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement is declared
effective.

<PAGE>
Cross-Reference Sheet Pursuant to Rule 495(a)

Items in
Part A of
Form N-1A Caption Page

1 Cover Cover Page

2 Synopsis 5

3 Condensed Financial Information *

4 General Description of Registrant 14

5 Management of the Fund 44

5(a) Management's Discussion of Fund's
Performance *

6 Capital Stock and Other Securities 30, 52

7 Purchase of Securities Being Offered 31

8 Redemption or Repurchase 40

9 Pending Legal Proceedings *

Items in
Part B of
Form N-1A

10 Cover Page B-1

11 Table of Contents B-1

12 General Information and History *

13 Investment Objective and Policies B-2

14 Management of the Fund B-18

15 Control Persons and Principal Holders
of Securities B-19

16 Investment Advisory and Other Services B-20

17 Brokerage Allocation B-27

18 Capital Stock and Other Securities B-33

19 Purchase, Redemption and Pricing of
Securities Being Offered B-22, B-24,
B-25

20 Tax Status B-29

21 Underwriters *

22 Performance Information B-32

23 Financial Statements B-46

Items in
Part C of
Form N-1A

24 Financial Statements and Exhibits C-1

25 Persons Controlled by or Under Common
Control with Registrant C-2

26 Number of Holders of Securities C-2

27 Indemnification C-2

28 Business and Other Connections of
Investment Adviser C-3

29 Principal Underwriters C-3

30 Location of Accounts and Records C-4

31 Management Services C-4

32 Undertakings C-4

- ---------
*Omitted since answer is negative or inapplicable.

<PAGE>
PRAIRIE FUNDS

PROSPECTUS - ____________, 1994

Prairie Funds (the "Trust") is an open-end,
management investment company, known as a series fund. The Trust
permits investors to invest in any of 12 separate series (the
"Funds"),
divided into five general fund types: Asset Allocation; Equity;
Bond; Municipal Bond; and Money Market.

- -- ASSET ALLOCATION FUNDS--These Funds will follow an asset
allocation strategy by investing in equity securities,

fixed-income securities and short-term instruments of domestic
and foreign issuers:

- The MANAGED ASSETS INCOME FUND seeks to maximize
current
income; capital appreciation is a secondary, but
nonetheless important, goal.

- The MANAGED ASSETS FUND seeks to maximize total
return,
consisting of capital appreciation and current
income,
without assuming undue risk.

- -- EQUITY FUNDS--These Funds will invest principally in equity
securities:

- The EQUITY INCOME FUND seeks to provide income;
capital
appreciation and growth of earnings are secondary,
but
nonetheless important, goals. This Fund will
invest
primarily in income-producing equity securities of
domestic issuers.

- The GROWTH FUND seeks long-term capital
appreciation.
This Fund will invest primarily in equity
securities of
domestic issuers believed by the Fund's investment
adviser to have above-average growth
characteristics.

- The SPECIAL OPPORTUNITIES FUND seeks long-term
capital
appreciation. This Fund will invest primarily in
equity
securities of small- to medium-sized emerging
growth
domestic issuers that the Fund's investment adviser
believes are undervalued in the marketplace.

- The INTERNATIONAL EQUITY FUND seeks long-term
capital
appreciation. This Fund will invest primarily in
equity
securities of foreign issuers.

- -- BOND FUNDS--These Funds will invest principally in fixed-
income securities:

- The BOND FUND seeks to provide as high a level of
current income as is consistent with the
preservation of
capital. This Fund will invest in a portfolio of
U.S.
dollar denominated investment grade fixed-income
securities of domestic and foreign issuers, without
regard to maturity.

- The INTERNATIONAL BOND FUND seeks to maximize
investment
return. This Fund will invest primarily in
investment
grade debt securities of foreign issuers.

- -- MUNICIPAL BOND FUND--This Fund will invest principally in
Municipal Obligations:

- The INTERMEDIATE MUNICIPAL BOND FUND seeks to
provide as
high a level of current income exempt from Federal
income tax as is consistent with the preservation
of
capital. This Fund will invest primarily in a
portfolio
of investment grade Municipal Obligations which,
under
normal conditions, will have a dollar-weighted
average
maturity expected to range between three and ten
years.

- -- MONEY MARKET FUNDS--These Funds will invest in various
kinds
of money market instruments and will seek a stable net
asset
value of $1.00 per share:

- The U.S. GOVERNMENT MONEY MARKET FUND seeks to
provide
as high a level of current income as is consistent
with
the preservation of capital and the maintenance of
liquidity. This Fund will invest only in
short-term
securities issued or guaranteed as to principal or
interest by the U.S. Government, its agencies and
instrumentalities, and repurchase agreements in
respect
of such securities.

- The MONEY MARKET FUND seeks to provide as high a
level
of current income as is consistent with the
preservation
of capital and the maintenance of liquidity. This
Fund
will invest in short-term money market instruments.

- The MUNICIPAL MONEY MARKET FUND seeks to provide as
high
a level of current income exempt from Federal
income tax
as is consistent with the preservation of capital
and
the maintenance of liquidity. This Fund will
invest in
short-term Municipal Obligations.

First Chicago Investment Management Company ("FIMCO" or
the "Investment Adviser") will serve as each Fund's investment
adviser and administrator. The Investment Adviser has engaged
ANB Investment Management and Trust Company ("ANB-IMC") to serve
as sub-investment adviser to the International Equity Fund and to
provide day-to-day management of that Fund's investments.

Concord Financial Group, Inc. (the "Distributor") will
serve as each Fund's distributor.

By this Prospectus, Class A shares of each Fund,
Class B shares of each Fund other than the U.S. Government Money
Market and Municipal Money Market Funds, and Class I shares of
each Fund other than the Money Market Funds, are being offered.

Class A shares of each Fund, other than the Money
Market
Funds, are subject to a sales charge imposed at the time of
purchase and Class B shares of each such Fund are subject to a
contingent deferred sales charge imposed on redemptions made
within up to six years of purchase. Class A and Class B shares
are offered to any investor. Each Fund offers these alternatives
to permit an investor to choose the method of purchasing shares
that is most beneficial given the amount of the purchase, the
length of time the investor expects to hold the shares and other
circumstances. Class B shares of the Money Market Fund may be
acquired only through the exchange of Class B shares of the other
Funds.

Class I shares are offered without a sales charge and
are sold only to qualified trust, custody and/or agency account
clients of The First National Bank of Chicago ("FNBC"),
American National Bank and Trust Company ("ANB") or their
affiliates and to certain qualified employee benefit plans or
other programs.

Other differences between the Classes include the
services offered to and expenses borne by each Class and certain
voting rights, as described herein.

Fund shares are not deposits or obligations of, or
guaranteed by, any bank, and are not federally insured by the
Federal Deposit Insurance Corporation ("FDIC"), the Federal
Reserve Board, or any other agency. Fund shares involve certain
investment risks, including the possible loss of principal. For
all Funds other than the Money Market Funds, investors should
recognize that the share price, yield and investment return of
each Fund fluctuate and are not guaranteed.

For the Money Market Funds, investors should recognize
that an investment in a Money Market Fund is neither insured nor
guaranteed by the U.S. Government. There can be no assurance
that the Money Market Funds will be able to maintain a stable net
asset value of $1.00 per share.

______________________

This Prospectus sets forth concisely information about
the Trust and Funds that an investor should know before
investing. It should be read and retained for future reference.

Part B (also known as the Statement of Additional
Information), dated ____________, 1994, which may be revised from
time to time, provides a further discussion of certain areas in
this Prospectus and other matters which may be of interest to
some investors. It has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. For
a free copy, write to the Trust at
___________________________________________________ or call
____________

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.

_________________________________________________________________

Table of Contents

Fee Table . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of the Funds. . . . . . . . . . . . . . . . . . . . .
Alternative Purchase Methods. . . . . . . . . . . . . . . . . . .
How to Buy Shares . . . . . . . . . . . . . . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . .
How to Redeem Shares. . . . . . . . . . . . . . . . . . . . . . .
Management of the Trust . . . . . . . . . . . . . . . . . . . . .
Distribution Plan and Shareholder Services Plan . . . . . . . . .
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . .
Performance Information . . . . . . . . . . . . . . . . . . . . .
General Information . . . . . . . . . . . . . . . . . . . . . . .
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

<TABLE>

FEE TABLE
<CAPTION>

Class A Class B Class I
______________________________________ _____________________________ _________

<S> <C> <C> <C> <C> <C> <C>
Shareholder Money Intermediate Intermediate All Other All Funds
Transaction Market Municipal All Other Municipal Offering Offering
Expenses Funds Bond Fund Funds Bond Fund Class B Class I

Maximum Sales
Charge Imposed
On Purchases
(as percentage
of offering
price) None 3.00% 4.50% None None None

Sales Charge
On Reinvested
Dividends None None None None None None

Maximum
Deferred Sales
Charge Imposed
On Redemption
(as a
percentage of
the amount
subject to
charge) None None* None* 3.00% 5.00% None

Redemption
Fees None None None None None None

Exchange Fees None None None None None None
_____________________
* A contingent deferred sales charge of up to 1.00% may be
assessed on certain redemptions of Class A shares purchased
without an initial sales charge as part of an investment of
$1 million or more.

</TABLE>

(Fee Table continued on next page)
<PAGE>
FEE TABLE
(continued)

<TABLE>

Annual Fund Operating Expenses
(as a percentage of average daily
net assets)
<CAPTION>

Example
An investor would pay the following expenses on
a $1,000 investment, assuming (1) 5% annual
return and (2) redemption at the end of each
time period:
CLASS A SHARES Management Other Total
Fees 12b-1 Fees Expenses* Operating
Expenses* 1 Year 3 Years
- ------------------------ ----------- ---------- --------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C>

Asset Allocation Funds:

Managed Assets Income Fund .65% none .66% 1.31% $___ $___
Managed Assets Fund .65% none .68% 1.33% $___ $___

Equity Funds:
Equity Income Fund .50% none .68% 1.18% $___ $___
Growth Fund .65% none .68% 1.33% $___ $___
Special Opportunities Fund .70% none .68% 1.38% $___ $___
International Equity Fund .80% none .78% 1.58% $___ $___

Bond Funds:
Bond Fund .55% none .68% 1.23% $___ $___

International Bond Fund .70% none .78% 1.48% $___ $___

Municipal Bond Fund:
Intermediate Municipal
Bond Fund .40% none .50% .90% $___ $___

Money Market Funds:
U.S. Government Money
Market Fund .40% none .48% .88% $___ $___
Money Market Fund .40% none .59% .99% $___ $___
Municipal Money Market Fund .40% none .55% .95% $___ $___
_______________________________________
* After expense reimbursements or fee waivers.

</TABLE>

(Fee Table continued on next page)

<TABLE>

FEE TABLE
(continued)

Annual Fund Operating Expenses
(as a percentage of average daily
net assets)

Example
An investor would pay the following expenses on
a $1,000 investment, assuming (1) 5% annual
return and (2) redemption at the end of each
time period:
CLASS B SHARES Management Other Total
Fees 12b-1 Fees Expenses* Operating
Expenses* 1 Year 3 Years
- ------------------------ ----------- ---------- --------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Asset Allocation Funds:
Managed Assets Income Fund .65% .75% .66% 2.06% $___ $___/$___**
Managed Assets Fund .65% .75% .68% 2.08% $___ $___/$___**
Equity Funds:
Equity Income Fund .50% .75% .68% 1.93% $___ $___/$___**
Growth Fund .65% .75% .68% 2.08% $___ $___/$___**
Special Opportunities Fund .70% .75% .68% 2.13% $___ $___/$___**
International Equity Fund .80% .75% .78% 2.33% $___ $___/$___**

Bond Funds:
Bond Fund .55% .75% .68% 1.98% $___ $___/$___**
International Bond Fund .70% .75% .78% 2.23% $___ $___/$___**

Municipal Bond Fund:
Intermediate Municipal
Bond Fund .40% .50% .68% 1.58% $___ $___/$___**

Money Market Funds:
Money Market Fund .40% .75% .59% 1.74% $___ $___

___________________________

* After expense reimbursements or fee waivers.
** Assuming no redemption of Class B shares.

</TABLE>

(Fee Table continued on next page)
<TABLE>

FEE TABLE
(continued)

Annual Fund Operating Expenses
(as a percentage of average daily
net assets)
<CAPTION>

Example
An investor would pay the following expenses on
a $1,000 investment, assuming (1) 5% annual
return and (2) redemption at the end of each
time period:
CLASS I SHARES Management Other Total
Fees 12b-1 Fees Expenses* Operating
Expenses* 1 Year 3 Years
- ------------------------ ----------- ---------- --------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C>

Asset Allocation Funds:
Managed Assets Income Fund .65% none .15% .80% $___ $___
Managed Assets Fund .65% none .15% .80% $___ $___

Equity Funds:
Equity Income Fund .50% none .15% .65% $___ $___
Growth Fund .65% none .15% .80% $___ $___
Special Opportunities Fund .70% none .15% .85% $___ $___
International Equity Fund .80% none .25% 1.05% $___ $___

Bond Funds:
Bond Fund .55% none .15% .70% $___ $___
International Bond Fund .70% none .25% .95% $___ $___

Municipal Bond Fund:
Intermediate Municipal
Bond Fund .40% none .15% .55% $___ $___

_____________________
* After expense reimbursements or fee waivers.

</TABLE>

THE AMOUNTS LISTED IN THE EXAMPLES SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE EACH
EXAMPLE ASSUMES A 5% ANNUAL RETURN, A FUND'S ACTUAL PERFORMANCE
WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER OR LESS
THAN 5%.

The purpose of the foregoing table is to assist
investors in understanding the various costs and expenses that
investors in a Fund will bear, directly or indirectly, the
payment of which will reduce investors' return on an annual
basis. Long-term investors in Class B shares of a Fund could
pay more in 12b-1 fees than the economic equivalent of paying a
front-end sales charge. Other Expenses and Total Operating
Expenses are based on estimated amounts for the current fiscal
year. Other Expenses and Total Operating Expenses noted above,
without expense reimbursements or fee waivers, would be
increased, with respect to Class A, Class B and Class I, by .31%
for the Managed Assets Income Fund and Money Market Fund, .45%
for the Managed Assets Fund, .09% for the Equity Income Fund,
.08% for the Growth Fund, .17% for the Special Opportunities
Fund, .11% for the International Equity Fund, .15% for the Bond
Fund, .45% for the International Bond Fund, by .08% with respect
to Class A and Class I and .07% with respect to Class B for the
Intermediate Municipal Bond Fund, by .14% with respect to Class
A for the U.S. Government Money Market Fund, and by .18% for the
Municipal Money Market Fund. With respect to each Fund, the
Investment Adviser has undertaken until such time as it gives
investors at least 60 days' notice to the contrary that if, in
any fiscal year, certain expenses of the Fund, including the
investment advisory fee, exceed the Total Operating Expenses
noted above in the table for such Fund, the Investment Adviser
may waive a portion of its investment advisory fee or bear
certain other expenses to the extent of such excess expense.
FIMCO, FNBC, ANB and their affiliates and certain Service Agents
(as defined below) may charge their clients direct fees for
effecting transactions in Fund shares; such fees are not
reflected in the foregoing table. See "How to Buy Shares,"
"Management of the Trust" and "Distribution Plan and Shareholder
Services Plan."

HIGHLIGHTS

The following summary is qualified in its
entirety by the more detailed information appearing elsewhere in
this Prospectus.

The Trust The Trust is an open-end, management investment
company, known as a series fund. The Trust currently has
established 12 series.

Investment Objectives and Management Policies Each Fund's
investment objective is set forth on the cover page of this
Prospectus. The differences in objectives and policies among
the Funds determine the types of portfolio securities in which
each Fund invests and can be expected to affect the degree of
risk to which each Fund is subject and each Fund's yield or
return. The Funds' management policies are described on the
page of this Prospectus indicated below.

Name of Fund Page

Managed Assets Income Fund
Managed Assets Fund
Equity Income Fund
Growth Fund
Special Opportunities Fund
International Equity Fund
Bond Fund
International Bond Fund
Intermediate Municipal Bond Fund
U.S. Government Money Market Fund
Money Market Fund
Municipal Money Market Fund

Investment Adviser and Administrator First Chicago Investment
Management Company is each Fund's investment adviser and
administrator. The Trust has agreed to pay the Investment
Adviser an annual fee as set forth under "Management of the
Trust." The Investment Adviser has engaged ANB-IMC to serve as
sub-investment adviser to the International Equity Fund.

Alternative Purchase Methods Each Fund offers Class A shares;
each Fund, other than the U.S. Government Money Market and
Municipal Money Market Funds, offers Class B shares; and each
Fund, other than the Money Market Funds, offers Class I shares.
Each Class A, Class B and Class I share represents an identical
pro rata interest in the relevant Fund's investment portfolio.

Class A shares are sold at net asset value per share
plus, for each Fund, other than the Money Market Funds, an
initial sales charge imposed at the time of purchase. The
initial sales charge may be reduced or waived for certain
purchases. See "How to Buy Shares--Class A Shares." Class A
shares of each Fund are subject to an annual service fee. Class
A shares held by investors who after purchasing Class A shares
establish a Fiduciary Account (as defined below) automatically
will convert to Class I shares, based on the relative net asset
values for shares of each such Class.

Class B shares are sold at net asset value per share
with no initial sales charge at the time of purchase; as a
result, the entire purchase price is immediately invested in the
Fund. Class B shares are subject to a contingent deferred sales
charge ("CDSC"), which is assessed only if the Class B shares
are redeemed within six years (five years in the case of
Intermediate Municipal Bond Fund) of purchase. Class B shares
of the Money Market Fund may be acquired only through the
exchange of Class B shares of the other Funds and are subject to
the CDSC, if any, of the shares with which the exchange is made.
See "How to Redeem Shares--Contingent Deferred Sales Charge--
Class B Shares." Class B shares are subject to an annual
distribution fee and service fee. The distribution fee paid by
Class B will cause Class B to have a higher expense ratio and to
pay lower dividends than Class A. Approximately eight years
after the date of purchase, Class B shares automatically will
convert to Class A shares, based on the relative net asset
values for shares of each such Class, and will no longer be
subject to a distribution fee.

Class I shares are sold at net asset value with no
sales charge. Class I shares are offered exclusively to
qualified trust, custody and/or agency account clients of FNBC,
ANB or their affiliates ("Fiduciary Accounts") and qualified
benefit plans or other programs with assets in excess of $100
million ("Eligible Retirement Plans"). Class I shares held by
investors who after purchasing Class I shares withdraw from
their Fiduciary Accounts automatically will convert to Class A
shares, based on the relative net asset values for shares of
each such Class.

See "Alternative Purchase Methods."

<TABLE>

Historical Performance Information

Composite Performance for the
Predecessor Funds for Various
Periods Ended September 30, 1994 Average Annual Total Return
-----------------------------------------------------

CLASS A SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
ASSET ALLOCATION FUNDS:
Managed Assets Fund (1) N/A N/A N/A N/A
Managed Assets Income Fund (2) 0.78% 7.86% 9.21% N/A

EQUITY FUNDS:
Equity Income Fund (3) -2.91% 7.64% 7.79% 11.94%
Growth Fund (3) 4.23% 8.92% 9.89% 13.10%
Special Opportunities Fund (3) -3.71% 10.32% 11.95% 12.86%
International Equity Fund (1) N/A N/A N/A N/A

BOND FUNDS:
Bond Fund (3) -3.26% 5.21% 6.53% 9.43%
International Bond Fund (3) 5.55% 10.95% 10.57% N/A

MUNICIPAL BOND FUND:
Intermediate Municipal Bond Fund (2) 0.30% 6.53% 7.71% N/A

MONEY MARKET FUNDS:
U.S. Government Money Market Fund (2) 3.33% 3.04% 4.49% N/A
Money Market Fund (2) 3.18% 3.20% 4.71% N/A
Municipal Money Market Fund (2) 2.07% 2.47% 3.35% N/A

_______________________________________

CLASS B SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS

ASSET ALLOCATION FUNDS:
Managed Assets Fund (1) N/A N/A N/A N/A
Managed Assets Income Fund (2)

EQUITY FUNDS:
Equity Income Fund (3) -3.64% 6.84% 6.98% 11.10%
Growth Fund (3) 3.45% 8.11% 9.07% 12.26%
Special Opportunities Fund (3) -4.43% 9.50% 11.12% 12.02%
International Equity Fund (1) N/A N/A N/A N/A

BOND FUNDS:
Bond Fund (3) -3.98% 4.42% 5.74% 8.62%
International Bond Fund (3) 4.77% 10.12% 9.75% N/A

MUNICIPAL BOND FUND:
Intermediate Municipal Bond Fund (2)

MONEY MARKET FUND:
Money Market Fund (2)

_______________________________________

CLASS I SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS

ASSET ALLOCATION FUNDS:
Managed Assets Fund (1) N/A N/A N/A N/A
Managed Assets Income Fund (2)

EQUITY FUNDS:
Equity Income Fund (3) -2.40% 8.21% 8.36% 12.53%
Growth Fund (3) 4.78% 9.50% 10.47% 13.70%
Special Opportunities Fund (3) -3.19% 10.90% 12.54% 13.46%
International Equity Fund (1) N/A N/A N/A N/A

BOND FUNDS:
Bond Fund (3) -2.74% 5.76% 7.09% 10.01%
International Bond Fund (3) 6.11% 11.54% 11.16% N/A

MUNICIPAL BOND FUND:
Intermediate Municipal Bond Fund (2)

_______________________________________

</TABLE>

(1) No predecessor exists; thus, no prior performance
information is available.

(2) The Fund will commence operations through a transfer of
assets from an investment company advised by FNBC, using
substantially the same investment objective, policies,
restrictions and methodologies as the Fund. The predecessor
funds are: for Managed Assets Income Fund, First Prairie
Diversified Asset Fund; for Intermediate Municipal Bond Fund, the
Intermediate Series of First Prairie Municipal Bond Fund; for
U.S. Government Money Market Fund, the Government Series of First
Prairie Money Market Fund; for Money Market Fund, the Money
Market Series of First Prairie Money Market Fund; and for
Municipal Money Market Fund, First Prairie Municipal Money Market
Fund. The performance shown is that of the predecessor fund.

(3) The Fund will commence operations through a transfer of
assets from a common trust fund managed by FNBC, using
substantially the same investment objective, policies,
restrictions and methodologies as the Fund. The common trust
fund did not charge any expenses. The performance information
reflects the operating expenses that are expected to be charged
as more fully set forth in the Fee Table above.

The historical pro-forma performance information presented
above for each Fund is deemed relevant because the predecessor
was advised by FNBC which reorganized the personnel responsible
for advising the predecessor into FIMCO, its wholly-owned
subsidiary, which will manage the Fund, using substantially the
same investment objective, policies, restrictions and
methodologies as those used by the Fund. However, this
performance information is not necessarily indicative of the
future performance of any Fund. Because each Fund will be
actively managed, its investments will vary from time to time
and will not be identical to the past portfolio investments of
the predecessor. Each Fund's performance will fluctuate so that
an investor's shares, when redeemed, maybe worth more or less
than their original cost.

How to Buy Shares Orders for the purchase of Class A and Class
B shares may be placed through a number of institutions
including FIMCO, FNBC, ANB and their affiliates, including First
Chicago Investment Services, Inc. ("FCIS"), a registered
broker-dealer, the Distributor and certain banks, securities
dealers and other industry professionals such as investment
advisers, accountants and estate planning firms (collectively,
"Service Agents").

Investors purchasing Class I shares through their
Fiduciary Accounts at FNBC, ANB or their affiliates should
contact such entity directly for appropriate instructions, as
well as for information about conditions pertaining to the
account and any related fees. Class I shares may be purchased
for a Fiduciary Account or Eligible Retirement Plan only by a
custodian, trustee, investment manager or other entity
authorized to act on behalf of such Account or Plan.

The minimum initial investment is $1,000. All
subsequent investments must be at least $100.

See "How to Buy Shares."

Shareholder Services The Trust offers Fund shareholders certain
services and privileges including: Exchange Privilege, Letter
of Intent and Automatic Investment Plan. Certain services and
privileges may not be available through all Service Agents.

How to Redeem Shares Generally, investors should contact their
representatives at FIMCO, FNBC, ANB or appropriate Service Agent
for redemption instructions. Investors who are not clients of
FIMCO, FNBC, ANB or a Service Agent may redeem Fund shares by
written request to the Trust's transfer agent.

See "How to Redeem Shares."

DESCRIPTION OF THE FUNDS

General

The Trust is a "series fund," which is a mutual fund
divided into separate portfolios. Each portfolio is treated as
a separate entity for certain matters under the Investment
Company Act of 1940, as amended (the "1940 Act"), and for other
purposes, and a shareholder of one portfolio is not deemed to be
a shareholder of any other portfolio. As described below, for
certain matters Trust shareholders vote together as a group; as
to others they vote separately by portfolio. By this
Prospectus, shares of 12 of the Trust's portfolios are being
offered: five diversified portfolios (the "Diversified
Funds")--Managed Assets Income Fund, Managed Assets Fund, U.S.
Government Money Market Fund, Money Market Fund and Municipal
Money Market Fund--and seven non-diversified portfolios (the
"Non-Diversified Funds")--Equity Income Fund, Special
Opportunities Fund, Growth Fund, International Equity Fund, Bond
Fund, International Bond Fund and Intermediate Municipal Bond
Fund. From time to time, other portfolios may be established
and sold pursuant to other offering documents. See "General
Information."

Investment Objectives

Each Fund's investment objective is set forth on the
cover page of this Prospectus. The differences in objectives
and policies among the Funds determine the types of portfolio
securities in which each Fund invests and can be expected to
affect the degree of risk to which each Fund is subject and each
Fund's yield or return. See "Management Policies" below, and
"Appendix." Each Fund's investment objective cannot be changed
without approval by the holders of a majority (as defined in the
1940 Act) of such Fund's outstanding voting securities. There
can be no assurance that each Fund's investment objective will
be achieved.

Management Policies

The following section should be read in conjunction
with "Certain Portfolio Securities" and "Investment Techniques"
in the Appendix.

Asset Allocation Funds--Each of the Managed Assets Income Fund
and Managed Assets Fund will follow an asset allocation strategy
by investing in equity, fixed-income and short-term securities
of domestic and foreign issuers. For each Asset Allocation
Fund, the asset classes, market sectors, securities and
portfolio strategies selected will be those that the Investment
Adviser believes prudent and offer the greatest potential for
achieving the relevant Asset Allocation Fund's investment
objective. The Investment Adviser has broad latitude in
selecting investments and portfolio strategies.

The equity securities in which each Asset Allocation
Fund may invest consist of common stocks, preferred stocks and
convertible securities, including those in the form of
depositary receipts, as well as warrants to purchase such
securities (collectively, "Equity Securities"). The fixed-
income securities in which each Asset Allocation Fund may invest
include bonds and debentures (including those that are
convertible), notes, mortgage-related securities, asset-backed
securities, municipal obligations and convertible debt
obligations (collectively, "Fixed-Income Securities"), with
maturities of more than three years. The short-term securities
which may be purchased by an Asset Allocation Fund include
fixed-income securities with maturities of less than three years
at the time of purchase, and money market instruments of the
type in which the Money Market Fund invests (collectively,
"Money Market Instruments"), as described below.

Each Asset Allocation Fund's portfolio of debt
securities will consist primarily of those which are rated no
lower than Baa by Moody's Investors Service, Inc. ("Moody's") or
BBB by Standard & Poor's Corporation ("S&P"), Fitch Investors
Service, Inc. ("Fitch") or Duff & Phelps Credit Rating Co.
("Duff"), or, if unrated, deemed to be of comparable quality by
the Investment Adviser. Debt securities rated Baa by Moody's or
BBB by S&P, Fitch or Duff are considered investment grade
obligations which lack outstanding investment characteristics
and may have speculative characteristics as well. The Managed
Assets Fund may invest up to 20% of its net assets in debt
securities rated below investment grade and the Managed Assets
Income Fund may invest up to 5% of its net assets in convertible
bonds rated below investment grade. See "Risk Factors--Lower
Rated Securities" below.

The following table sets forth for each Asset
Allocation Fund the asset classes, benchmark percentages and
asset class strategy ranges within which the Investment Adviser
intends to manage the Fund's assets:

<TABLE>

<CAPTION>
Managed Assets Managed Assets
Income Fund Fund
------------------------- -------------------------
Asset Benchmark Strategy Benchmark Strategy
Class Percentage Range Percentage Range
<S> <C> <C> <C> <C>
Equity 25% 5-45% 50% 30-70%
Fixed-Income 55% 35-75% 40% 20-60%
Short-Term 20% 0-40% 10% 0-30%

</TABLE>

"Benchmark percentage" represents the asset mix the
Investment Adviser would expect to maintain when its assessment
of economic conditions and investment opportunities indicate
that the financial markets are fairly valued relative to each
other. The asset class "strategy range" indicates ordinarily
expected variations from this benchmark and reflects the fact
that the Investment Adviser expects to make policy weight shifts
within specific asset classes. Under normal conditions, the
Investment Adviser expects to adhere to the asset class strategy
ranges set forth above; however, the Investment Adviser reserves
the right to vary the asset class mix and the percentage of
securities invested in any asset class or market from the
benchmark percentages and asset class strategy ranges set forth
above as the risk/return characteristics of either markets or
asset classes, as assessed by the Investment Adviser, vary over
time. When the Investment Adviser determines that adverse
market conditions exist, each Asset Allocation Fund may adopt a
temporary defensive posture and invest its entire portfolio in
Money Market Instruments. Each Asset Allocation Fund will
invest in substantially the same securities within an investment
class. The amount of each Asset Allocation Fund's aggregate
assets invested in a particular investment class, and thus in
particular securities, will differ, but the relative percentage
that a particular security comprises within an investment class
ordinarily will remain substantially the same. The asset
allocation mix selected will be a primary determinant in the
respective Asset Allocation Fund's investment performance.

Each Asset Allocation Fund also may engage in futures
and options transactions and other derivative securities
transactions, such as interest rate and equity index swaps,
leveraging, short-selling, foreign exchange transactions and
lending portfolio securities, each of which involves risk. See
"Risk Factors" below and "Appendix--Investment Techniques."

Equity Funds--Each of the Equity Income Fund, Growth Fund,
Special Opportunities Fund and International Equity Fund (the
"Equity Funds") will invest at least 65% of the value of its
total assets (except when maintaining a temporary defensive
position) in Equity Securities, as defined under "Asset
Allocation Funds" above.

Each Equity Fund may invest, in anticipation of
otherwise investing cash positions, to meet asset segregation or
margin requirements or as otherwise noted below, in Money Market
Instruments. Under normal market conditions, no Equity Fund
expects to have a substantial portion of its assets invested in
Money Market Instruments. However, when the Investment Adviser
determines that adverse market conditions exist, an Equity Fund
may adopt a temporary defensive posture and invest entirely in
Money Market Instruments.

Each Equity Fund also may invest in Fixed-Income
Securities (as defined under "Asset Allocation Funds" above) to
the extent described below.

Each Equity Fund also may engage in futures and
options transactions and other derivative securities
transactions, such as equity index swaps, leveraging, short-
selling and lending portfolio securities, and, except for the
Equity Income Fund, may engage in foreign exchange transactions,
each of which involves risk. See "Risk Factors" below and
"Appendix--Investment Techniques."

- - The EQUITY INCOME FUND will invest primarily in income-
producing Equity Securities of domestic issuers. The
Investment Adviser will be particularly alert to
companies
which pay above-average dividends, yet offer
opportunities
for capital appreciation and growth of earnings. In
addition, the Fund may invest up to 35% of the value of
its
net assets in convertible debt securities that generally
have features similar to both common stocks and bonds and
offer the potential for current income and capital
appreciation over time.

While the Fund will invest primarily in Equity Securities
of domestic issuers, the Fund also may invest in
depository
receipts of foreign issuers. The Fund also may invest in
Fixed-Income Securities and Money Market Instruments
based
on the Investment Adviser's assessment of economic
conditions and investment opportunities. The
Fixed-Income
Securities, other than convertible debt securities, in
which the Fund may invest must be rated investment grade,
or, if unrated, deemed to be of comparable quality by the
Investment Adviser. The convertible debt securities in
which the Fund may invest may be rated lower than
investment grade. See "Risk Factors--Lower Rated
Securities" below.

- - The GROWTH FUND will invest primarily in Equity
Securities
of domestic issuers believed by the Investment Adviser to
have above-average growth characteristics. The
Investment
Adviser will consider some of the following factors in
making its investment decisions: the development of new
or
improved products or services, a favorable outlook for
growth in the industry, patterns of increasing sales and
earnings, the probability of increased operating
efficiencies, cyclical conditions, or other signs that
the
company is expected to show greater than average earnings
growth and capital appreciation.

While the Fund will invest primarily in Equity Securities
of domestic issuers, the Fund also may invest in
depository
receipts of foreign issuers and may invest up to 20% of
its
total assets (valued at the time of investment) in Equity
Securities of foreign issuers. The Fund also may invest
in
Fixed-Income Securities which, other than convertible
debt
securities, are rated investment grade, or, if unrated,
deemed to be of comparable quality by the Investment
Adviser. The Fund may invest in convertible debt
securities rated lower than investment grade. See "Risk
Factors--Lower Rated Securities" below.

- The SPECIAL OPPORTUNITIES FUND will invest primarily in
Equity Securities of small- to medium-sized emerging
growth
domestic issuers that the Investment Adviser believes are
undervalued in the marketplace. The Investment Adviser
will consider some of the following factors in making its
investment decisions: high quality management,
significant
equity ownership positions by management, a leading or
dominant position in a major product line, a sound
financial position and a relatively high rate of return
on
invested capital. The Fund also may invest in companies
that offer the possibility of accelerating earnings
growth
because of management changes, new products or structural
changes in industry or the economy.

- - The INTERNATIONAL EQUITY FUND will invest in Equity
Securities of issuers located throughout the world,
except
the United States. As a neutral position, the Fund will
hold Equity Securities of issuers located in the
countries
which constitute the Morgan Stanley Capital
International-
Europe, Australia and Far East ("EAFE") Index. The EAFE
Index is a broadly diversified international index
composed
of the Equity Securities of approximately 1,000 companies
located outside the United States. Building on this
base,
the Investment Adviser and ANB-IMC will shift the Fund's
holdings to emphasize or de-emphasize regions of the
international market based on such region's relative
attractiveness. In making these shifts, the Investment
Adviser and ANB-IMC will use a computer-based model which
takes into account a number of factors, including
relative
economic strength, relative inflation rates, relative
valuation of equity markets, bond yield differentials,
forecasts of trade flows and financial market volatility.

The Fund will seek to identify those countries offering
the
greatest relative potential investment return, rather
than
selecting individual companies in each country which will
outperform the major stock index of their respective
countries. Thus, the individual stocks selected will
generally be chosen through a statistical procedure to
approximate the investment performance of the relevant
country index. The Fund is not an index fund and is
neither sponsored by nor affiliated with Morgan Stanley
Capital International.

Bond Funds--Each of the Bond Fund and International Bond Fund
(the "Bond Funds") will invest at least 65% of the value of its
total assets (except when maintaining a temporary defensive
position) in bonds, debentures and other debt instruments. Each
Bond Fund will invest in Fixed-Income Securities. When
management believes it advisable for temporary defensive
purposes or in anticipation of otherwise investing cash
positions, each Bond Fund may invest in Money Market
Instruments.

Each Bond Fund also may engage in futures and options
transactions and other derivative securities transactions, such
as interest rate swaps, leveraging, short-selling and lending
portfolio securities, and the International Bond Fund may engage
in foreign exchange transactions, each of which involves risk.
See "Risk Factors" below and "Appendix--Investment Techniques."

- - The BOND FUND will invest in a broad range of U.S. dollar
denominated Fixed-Income Securities of domestic and foreign
issuers, without regard to maturity. At least 65% of the
value of the Fund's net assets will consist of
Fixed-Income
Securities which, at the time of purchase, are rated no
lower than investment grade by Moody's S&P, Fitch or Duff.
The remainder of the Fund's net assets may be invested in
Fixed-Income Securities rated no lower than B by Moody's,
S&P, Fitch and Duff. The Fund also may invest in Fixed-
Income Securities which, while not rated, are determined by
the Investment Adviser to be of comparable quality to those
rated securities in which the Fund may invest.

- - The INTERNATIONAL BOND FUND will invest in Fixed-Income
Securities of issuers located throughout the world, except
the United States. The Fund also may invest in convertible
preferred stocks. The Fund may hold foreign currency, and
may purchase debt securities or hold currencies in
combination with forward currency exchange contracts.
The Fund will be alert to opportunities to profit from
fluctuations in currency exchange rates. The Fund will be
particularly alert to favorable arbitrage opportunities
(such as those resulting from favorable interest rate
differentials) arising from the relative yields of the
various types of securities in which the Fund may invest
and market conditions generally. The Fund may invest
without restriction in companies in, or governments of,
developing countries. Developing countries have economic
structures that are generally less diverse and mature, and
political systems that are less stable, than those of
developed countries. The markets of developing countries
may be more volatile than the markets of more mature
economies; however, such markets may provide higher rates
of return to investors. See "Risk Factors--Investing in
Foreign Securities" below.

At least 65% of the value of the Fund's net
assets will consist of Fixed-Income Securities which, at
the time of purchase, are rated at least investment grade,
or, if unrated, deemed to be of comparable quality by the
Investment Adviser. The Fund may invest up to 35% of the
value of its net assets in Fixed-Income Securities rated
lower than investment grade. See "Risk Factors--Lower
Rated Securities" below.

Municipal Funds--It is a fundamental policy of the Intermediate
Municipal Bond Fund (the "Municipal Bond Fund" and, together
with the Municipal Money Market Fund, the "Municipal Funds")
that it will invest (except when maintaining a temporary
defensive position) at least 80% of the value of its net assets
in Municipal Obligations and at least 65% of the value of its
total assets in bonds, debentures and other debt instruments.
Municipal Obligations in which the Municipal Funds will invest
are debt obligations issued by states, territories and
possessions of the United States and the District of Columbia
and their political subdivisions, agencies and
instrumentalities, or multi-state agencies or authorities, the
interest from which is, in the opinion of bond counsel to the
issuer, exempt from Federal income tax.

From time to time, each Municipal Fund may invest
more than 25% of the value of its total assets in industrial
development bonds which, although issued by industrial
development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal
Obligations (including certain industrial development bonds)
which are specified private activity bonds, as defined in the
Internal Revenue Code of 1986, as amended (the "Code"), issued
after August 7, 1986, while exempt from Federal income tax, is a
preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a
proportionate share of any exempt-interest dividend paid by the
investment company may be treated as such a preference item to
the shareholder. Each Municipal Fund may invest without
limitation in such Municipal Obligations if the Investment
Adviser determines that their purchase is consistent with the
Fund's investment objective. See "Risk Factors--Municipal
Obligations" below.

From time to time, on a temporary basis other than
for temporary defensive purposes (but not to exceed 20% of the
value of the Fund's net assets) or for temporary defensive
purposes, each Municipal Fund may invest in taxable Money Market
Instruments. Dividends paid by the Fund that are attributable
to income earned by it from these securities will be taxable to
investors. See "Dividends, Distributions and Taxes." Under
normal market conditions, the Trust anticipates that not more
than 5% of the value of a Municipal Fund's total assets will be
invested in any one category of these securities.

- - The INTERMEDIATE MUNICIPAL BOND FUND will invest in a
portfolio of Municipal Obligations which, under normal
market conditions, will have a dollar-weighted average
maturity expected to range between three and ten years.
The Fund will purchase Municipal Obligations only if rated
investment grade, or, if unrated, determined by the
Investment Adviser to be of the comparable quality to the
rated securities in which the Fund may invest. The Fund
also may engage in futures and options transactions and
lending portfolio securities, each of which involves risk.
See "Risk Factors" below and "Appendix--Investment
Techniques."

Money Market Funds--Each of the U.S. Government Money Market
Fund, Money Market Fund and Municipal Money Market Fund (the
"Money Market Funds") seeks to maintain a net asset value of
$1.00 per share for purchases and redemptions. To do so, the
Trust uses the amortized cost method of valuing each Money
Market Fund's securities pursuant to Rule 2a-7 under the 1940
Act, certain requirements of which are summarized below.

In accordance with Rule 2a-7, each Money Market Fund
is required to maintain a dollar-weighted average portfolio
maturity of 90 days or less, purchase only instruments having
remaining maturities of 13 months or less and invest only in
U.S. dollar denominated securities determined in accordance with
procedures established by the Board of Trustees to present
minimal credit risks and, in the case of the Money Market Fund
and Municipal Money Market Fund, which are rated in one of the
two highest rating categories for debt obligations by at least
two nationally recognized statistical rating organizations (or
one rating organization if the instrument was rated by only one
such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the
Board of Trustees. The nationally recognized statistical rating
organizations currently rating instruments of the type the Money
Market Fund and Municipal Money Market Fund may purchase are
Moody's, S&P, Duff, Fitch, IBCA Limited and IBCA Inc., and
Thomson BankWatch, Inc. and their rating criteria are described
in the Appendix to the Trust's Statement of Additional
Information. For further information regarding the amortized
cost method of valuing securities, see "Determination of Net
Asset Value" in the Trust's Statement of Additional Information.
There can be no assurance that each Money Market Fund will be
able to maintain a stable net asset value of $1.00 per share.

- - The U.S. GOVERNMENT MONEY MARKET FUND will invest only in
short-term securities issued or guaranteed as to principal
or interest by the U.S. Government, its agencies or
instrumentalities and may enter into repurchase agreements.
The Fund also may lend securities from its portfolio as
described under "Appendix--Investment Techniques."

- - The MONEY MARKET FUND will invest in short-term money
market obligations, including securities issued or
guaranteed by the U.S. Government or its agencies or
instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations
issued by domestic banks, foreign branches of domestic
banks, foreign subsidiaries of domestic banks, domestic and
foreign branches of foreign banks and thrift institutions,
repurchase agreements, and high quality domestic and
foreign commercial paper and other short-term corporate
obligations, including those with floating or variable
rates of interest. In addition, the Money Market Fund is
permitted to lend portfolio securities and enter into
reverse repurchase agreements to the extent described under
"Appendix--Investment Techniques." During normal market
conditions, at least 25% of the Fund's total assets will be
invested in bank obligations.

The Fund will not invest more than 5% of its
total assets in the securities (including the securities
collateralizing a repurchase agreement) of, or subject to
puts issued by, a single issuer, except that (i) the Fund
may invest more than 5% of its total assets in a single
issuer for a period of up to three business days in certain
limited circumstances, (ii) the Fund may invest in
obligations issued or guaranteed by the U.S. Government
without any such limitation, and (iii) the limitation with
respect to puts does not apply to unconditional puts if no
more than 10% of the Money Market Fund's total assets is
invested in securities issued or guaranteed by the issuer
of the unconditional put. Investments in rated securities
not rated in the highest category by at least two rating
organizations (or one rating organization if the instrument
was rated by only one such organization), and unrated
securities not determined by the Board of Trustees to be
comparable to those rated in the highest category, will be
limited to 5% of the Money Market Fund's total assets, with
the investment in any one such issuer being limited to no
more than the greater of 1% of the Fund's total assets or
$1,000,000. As to each security, these percentages are
measured at the time the Money Market Fund purchases the
security.

The MUNICIPAL MONEY MARKET FUND will invest at least 80% of
the value of its net assets (except when maintaining a
temporary defensive position) in short-term Municipal
Obligations. Subject to the requirements of Rule 2a-7, the
Fund will engage in management policies that are
substantially identical to those of the Intermediate
Municipal Bond Fund. See "Appendix--Certain Portfolio
Securities--Municipal Obligations." The Fund also may lend
securities from its portfolio as described under
"Appendix--Investment Techniques."

Certain Fundamental Policies

Each Fund may (i) borrow money to the extent
permitted under the 1940 Act; and (ii) invest up to 25% of the
value of its total assets in the securities of issuers in a
single industry, provided there is no limitation on the purchase
of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities or, in the case of the Municipal
Funds, Municipal Obligations. In addition, (i) each of the
Diversified Funds may invest up to 5% of its total assets in the
obligations of any one issuer, except that up to 25% of the
value of the Fund's total assets may be invested (subject, in
the case of the Money Market Funds, to the provisions of Rule
2a-7), and obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities may be purchased,
without regard to any such limitation; and (ii) the Money Market
Fund will invest, except when it has adopted a temporary
defensive position, at least 25% of its total assets in
securities issued by banks, including foreign banks and
branches. This paragraph describes fundamental policies that
cannot be changed as to a Fund without approval by the holders
of a majority (as defined in the 1940 Act) of such Fund's
outstanding voting shares. See "Investment Objectives and
Management Policies--Investment Restrictions" in the Trust's
Statement of Additional Information.

Certain Additional Non-Fundamental Policies

Each Fund may (i) purchase securities of any company
having less than three years' continuous operation (including
operations of any predecessors) if such purchase does not cause
the value of such Fund's investments in all such companies to
exceed 10% of the value of its total assets; (ii) pledge,
hypothecate, mortgage or otherwise encumber its assets, but
only to secure permitted borrowings; and (iii) invest up to 15%
(10% in the case of the Money Market Funds) of the value of its
net assets in repurchase agreements providing for settlement in
more than seven days after notice and in other illiquid
securities. See "Investment Objectives and Management Policies
- --Investment Restrictions" in the Trust's Statement of
Additional Information.

Risk Factors

General--Since each Fund will pursue different types of
investments, the risks of investing will vary depending on the
Fund selected for investment. Before selecting a Fund in which
to invest, the investor should assess the risks associated with
the types of investments made by the Fund. The net asset value
per share of each Fund, other than a Money Market Fund, is not
fixed and should be expected to fluctuate. Investors should
consider each Fund as a supplement to an overall investment
program and should invest only if they are willing to undertake
the risks involved.

Investment Techniques--Each Fund may engage in various
investment techniques to the extent described herein. The use
of investment techniques such as short-selling, engaging in
financial futures and options transactions, leverage through
borrowing, purchasing securities on a forward commitment basis,
and lending portfolio securities--techniques that are not
necessarily employed by each Fund--involves greater risk than
that incurred by many other funds with similar objectives that
do not engage in such techniques. See "Appendix--Investment
Techniques." Using these techniques may produce higher than
normal portfolio turnover and may affect the degree to which a
Fund's net asset value fluctuates. Higher portfolio turnover
rates are likely to result in comparatively greater brokerage
commissions. In addition, short-term gains realized from
portfolio transactions are taxable to shareholders as ordinary
gains.

A Fund's ability to engage in certain short-term
transactions may be limited by the requirement that, to qualify
as a regulated investment company, it must earn less than 30% of
its gross income from the disposition of securities held for
less than three months. This 30% test limits the extent to
which a Fund may sell securities held for less than three months
and invest in certain futures contracts, among other strategies.
However, portfolio turnover will not otherwise be a limiting
factor in making investment decisions. See "Portfolio
Transactions" in the Statement of Additional Information.

Equity Securities--(Asset Allocation and Equity Funds only)
Investors should be aware that Equity Securities fluctuate in
value, often based on factors unrelated to the value of the
issuer of the securities, and that fluctuations can be
pronounced. Changes in the value of a Fund's portfolio
securities will result in changes in the value of such Fund's
shares and thus the Fund's yield and total return to investors.

The securities of the smaller companies may be
subject to more abrupt or erratic market movements than larger,
more-established companies, both because the securities
typically are traded in lower volume and because the issuers
typically are subject to a greater degree to changes in earnings
and prospects.

Fixed-Income Securities--(Asset Allocation, Equity, Bond and
Municipal Bond Funds and, to a limited extent, each Money Market
Fund) Investors should be aware that even though interest-
bearing securities are investments which promise a stable stream
of income, the prices of such securities are inversely affected
by changes in interest rates and, therefore, are subject to the
risk of market price fluctuations. The values of Fixed-Income
Securities also may be affected by changes in the credit rating
or financial condition of the issuing entities. Certain
securities that may be purchased by these Funds, such as those
rated Baa by Moody's and BBB by S&P, Fitch and Duff, may be
subject to such risk with respect to the issuing entity and to
greater market fluctuations than certain lower yielding, higher
rated Fixed-Income Securities. See "Lower Rated Securities"
below and "Appendix--Certain Portfolio Securities--Ratings" and
Appendix in the Trust's Statement of Additional Information.

Lower Rated Securities--(Asset Allocation, Equity Income,
Growth, Special Opportunities, Bond and International Bond Funds
only) Investors should carefully consider the relative risks of
investing in the higher yielding (and, therefore, higher risk)
debt securities in which each of the Managed Assets Fund,
Managed Assets Income Fund and Bond and International Bond Fund
may invest up to 20%, 5% and 35% of its net assets,
respectively, and convertible debt securities in which each of
the Equity Income, Growth and Special Opportunities Funds may
invest up to 35% of its net assets. The Bond, International
Bond Fund, Equity Income Fund, Growth Fund and Special
Opportunities Fund each intend to invest less than 35% of the
value of its net assets in such securities. These are
securities such as those rated Ba by Moody's or BB by S&P, Fitch
or Duff or, in the case of the Bond Fund, B by Moody's, S&P,
Fitch or Duff or, in the case of each of the other Funds, as low
as the lowest rating assigned by Moody's, S&P, Fitch or Duff.
They generally are not meant for short-term investing and may be
subject to certain risks with respect to the issuing entity and
to greater market fluctuations than certain lower yielding,
higher rated fixed-income securities. Securities rated Ba by
Moody's are judged to have speculative elements; their future
cannot be considered as well assured and often the protection of
interest and principal payments may be very moderate.
Securities rated BB by S&P, Fitch or Duff are regarded as having
predominantly speculative characteristics and, while such
obligations have less near-term vulnerability to default than
other speculative grade debt, they face major ongoing
uncertainties or exposure to adverse business, financial or
economic conditions which could lead to inadequate capacity to
meet timely interest and principal payments. Securities rated C
by Moody's are regarded as having extremely poor prospects of
ever attaining any real investment standing. Securities rated D
by S&P, Fitch and Duff are in default and the payment of
interest and/or repayment of principal is in arrears. Such
securities, though high yielding, are characterized by great
risk. See Appendix in the Trust's Statement of Additional
Information for a general description of securities ratings.
Although these ratings may be an initial criterion for selection
of portfolio investments, the Investment Adviser also will
evaluate these securities and the ability of the issuers of such
securities to pay interest and principal. The Fund's ability to
achieve its investment objectives may be more dependent on the
Investment Adviser's credit analysis than might be the case for
a fund that invested in higher rated securities. See "Appendix-
- -Certain Portfolio Securities--Fixed-Income
Securities--Ratings."

The market price and yield of securities rated Ba or
lower by Moody's and BB or lower by S&P, Fitch or Duff are more
volatile than those of higher rated securities. Factors
adversely affecting the market price and yield of these
securities will adversely affect the Fund's net asset value. In
addition, the retail secondary market for these securities may
be less liquid than that of higher rated securities; adverse
conditions could make it difficult at times for the Fund to sell
certain securities or could result in lower prices than those
used in calculating such Fund's net asset value.

The market values of certain lower rated debt
securities tend to reflect specific developments with respect to
the issuer to a greater extent than do higher rated securities,
which react primarily to fluctuations in the general level of
interest rates, and tend to be more sensitive to economic
conditions than are higher rated securities. Issuers of such
debt securities often are highly leveraged and may not have
available to them more traditional methods of financing.
Therefore, the risk associated with acquiring the securities of
such issuers generally is greater than is the case with higher
rated securities.

Municipal Obligations--(Municipal Funds only) Certain provisions
in the Code relating to the issuance of Municipal Obligations
may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for
purchase by the Municipal Funds and thus reduce the available
yield. Shareholders of the Municipal Funds should consult their
tax advisers concerning the effect of these provisions on an
investment in the Fund. Proposals that may restrict or
eliminate the income tax exemption for interest on Municipal
Obligations may be introduced in the future. If any such
proposal were enacted that would reduce the availability of
Municipal Obligations for investment by any of these Funds so as
to adversely affect its shareholders, the Trust would reevaluate
the affected Fund's investment objective and policies and submit
possible changes in the Fund's structure to shareholders for
their consideration. If legislation were enacted that would
treat a type of Municipal Obligation as taxable, the Trust would
treat such security as a permissible taxable investment within
the applicable limits set forth herein.

Each Municipal Fund may invest more than 25% of the
value of its total assets in Municipal Obligations which are
related in such a way that an economic, business or political
development or change affecting one such security also would
affect the other securities; for example, securities the
interest upon which is paid from revenues of similar types of
projects, or securities of issuers that are located in the same
state. As a result, each Municipal Fund may be subject to
greater risk as compared to a fund that does not follow this
practice.

Certain municipal lease/purchase obligations in which
the Municipal Funds may invest may contain "non-appropriation"
clauses which provide that the municipality has no obligation to
make lease payments in future years unless money is appropriated
for such purpose on a yearly basis. Although "non-
appropriation" lease/purchase obligations are secured by the
leased property, disposition of the leased property in the event
of foreclosure might prove difficult. In evaluating the credit
quality of a municipal lease/purchase obligation that is
unrated, the Investment Adviser will consider, on an ongoing
basis, a number of factors including the likelihood that the
issuing municipality will discontinue appropriating funding for
the leased property.

Foreign Securities--(Asset Allocation, Growth, Special
Opportunities, International Equity and International Bond Funds
and, to a limited extent, Equity Income and Money Market Funds
only) Foreign securities markets generally are not as developed
or efficient as those in the United States. Securities of some
foreign issuers are less liquid and more volatile than
securities of comparable U.S. issuers. Similarly, volume and
liquidity in most foreign securities markets are less than in
the United States and, at times, volatility of price can be
greater than in the United States. In addition, there may be
less publicly available information about a non-U.S. issuer, and
non-U.S. issuers generally are not subject to uniform accounting
and financial reporting standards, practices and requirements
comparable to those applicable to U.S. issuers. See "Appendix--
Certain Portfolio Securities--Taxable Money Market
Securities--Bank Obligations."

Because evidences of ownership of such securities
usually are held outside the United States, each of these Funds
will be subject to additional risks which include possible
adverse political and economic developments, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions which might adversely affect the
payment of principal and interest on the foreign securities or
might restrict the payment of principal and interest to
investors located outside the country of the issuers, whether
from currency blockage or otherwise. Custodial expenses for a
portfolio of non-U.S. securities generally are higher than for a
portfolio of U.S. securities.

Since foreign securities often are purchased with and
payable in currencies of foreign countries, the value of these
assets as measured in U.S. dollars may be affected favorably or
unfavorably by changes in currency rates and exchange control
regulations. Some currency exchange costs generally will be
incurred when a Fund changes investments from one country to
another.

Furthermore, some of these securities may be subject
to brokerage or stamp taxes levied by foreign governments, which
have the effect of increasing the cost of such investment and
reducing the realized gain or increasing the realized loss on
such securities at the time of sale. Income received by a Fund
from sources within foreign countries may be reduced by
withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States,
however, may reduce or eliminate such taxes. All such taxes
paid by a Fund will reduce its net income available for
distribution to its shareholders.

Foreign Currency Exchange--(Asset Allocation, Growth, Special
Opportunities, International Equity and International Bond Funds
only) Currency exchange rates may fluctuate significantly over
short periods of time. They generally are determined by the
forces of supply and demand in the foreign exchange markets and
the relative merits of investments in different countries,
actual or perceived changes in interest rates and other complex
factors, as seen from an international perspective. Currency
exchange rates also can be affected unpredictably by
intervention by U.S. or foreign governments or central banks, or
the failure to intervene, or by currency controls or political
developments in the United States or abroad.

The foreign currency market offers less protection
against defaults in the forward trading of currencies than is
available when trading in currencies occurs on an exchange.
Since a forward currency contract is not guaranteed by an
exchange or clearinghouse, a default on the contract would
deprive the Fund of unrealized profits or force such Fund to
cover its commitments for purchase or resale, if any, at the
current market price.

Foreign Commodity Transactions--(Asset Allocation, Growth,
Special Opportunities, International Equity and International
Bond Funds only) Unlike trading on domestic commodity exchanges,
trading on foreign commodity exchanges is not regulated by the
Commodity Futures Trading Commission (the "CFTC") and may be
subject to greater risks than trading on domestic exchanges.
For example, some foreign exchanges are principal markets so
that no common clearing facility exists and an investor may look
only to the broker for performance of the contract. In
addition, any profits that the Fund might realize in trading
could be eliminated by adverse changes in the exchange rate, or
such Fund could incur losses as a result of those changes.
Transactions on foreign exchanges may include both commodities
which are traded on domestic exchanges and those which are not.

Mortgage-Related Securities--(Asset Allocation, Equity and Bond
Funds only) No assurance can be given as to the liquidity of the
market for certain mortgage-backed securities, such as
collateralized mortgage obligations and stripped mortgage-backed
securities. Determination as to the liquidity of interest-only
and principal-only fixed mortgage-backed securities issued by
the U.S. Government or its agencies and instrumentalities will
be made in accordance with guidelines established by the Trust's
Board of Trustees. In accordance with such guidelines, the
Investment Adviser will monitor investments in such securities
with particular regard to trading activity, availability of
reliable price information and other relevant information. The
Trust intends to treat other stripped mortgage-backed securities
as illiquid securities. See "Appendix--Certain Portfolio
Securities--Fixed-Income Securities--Mortgage-Related
Securities" and "--Illiquid Securities."

Zero Coupon Securities--(Asset Allocation, Equity, Bond and
Municipal Bond Funds only) Federal income tax law requires the
holder of a zero coupon security or of certain pay-in-kind bonds
to accrue income with respect to these securities prior to the
receipt of cash payments. To maintain its qualification as a
regulated investment company and avoid liability for Federal
income taxes, each Fund that invests in such securities may be
required to distribute such income accrued with respect to these
securities and may have to dispose of portfolio securities under
disadvantageous circumstances in order to generate cash to
satisfy these distribution requirements.

Other Investment Considerations--The classification of each Non-
Diversified Fund as a "non-diversified" investment company means
that the proportion of such Fund's assets that may be invested
in the securities of a single issuer is not limited by the 1940
Act. A "diversified" investment company is required by the 1940
Act generally, with respect to 75% of its total assets, to
invest not more than 5% of such assets in the securities of a
single issuer and to hold not more than 10% of the voting
securities of any single issuer. However, each Fund intends to
conduct its operations so as to qualify as a "regulated
investment company" for purposes of the Code, which requires
that, at the end of each quarter of its taxable year, (i) at
least 50% of the market value of its 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 each such 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). Since a
relatively high percentage of each Non-Diversified Fund's assets
may be invested in the securities of a limited number of
issuers, some of which may be within the same industry or
economic sector, its portfolio securities may be more
susceptible to any single economic, political or regulatory
occurrence than the portfolio securities of a diversified
investment company.

Investment decisions for each Fund are made
independently from those of the other investment companies or
investment advisory accounts that may be advised by the
Investment Adviser. However, if such other investment companies
or managed accounts are prepared to invest in, or desire to
dispose of, securities in which a Fund invests at the same time
as the Fund, available investments or opportunities for sales
will be allocated equitably to each of them. In some cases,
this procedure may adversely affect the size of the position
obtained for or disposed of by a Fund or the price paid or
received by a Fund.

ALTERNATIVE PURCHASE METHODS

The Trust offers investors three methods of
purchasing Fund shares. Orders for purchases of Class I shares,
however, may be placed only for certain eligible investors as
described below. An investor who is not eligible to purchase
Class I shares may choose from Class A and Class B the Class of
shares that best suits the investor's needs, given the amount of
purchase, the length of time the investor expects to hold the
shares and any other relevant circumstances. Each Class A,
Class B and Class I share represents an identical pro rata
interest in a Fund's investment portfolio.

Class A shares are sold at net asset value per share
plus, for each Fund other than a Money Market Fund, a maximum
initial sales charge of 4.50% (3.00% in the case of the
Intermediate Municipal Bond Fund) of the public offering price
imposed at the time of purchase. The initial sales charge may
be reduced or waived for certain purchases. See "How to Buy
Shares--Class A Shares." Class A shares of each Fund are
subject to an annual service fee at the rate of up to .25% of
the value of the average daily net assets of Class A. See
"Distribution Plan and Shareholder Services Plan." Class A
shares held by investors who after purchasing Class A shares
establish a Fiduciary Account automatically will convert to
Class I shares, based on the relative net asset values for
shares of each such Class.

Class B shares are sold at net asset value per share
with no initial sales charge at the time of purchase; as a
result, the entire purchase price is immediately invested in the
Fund. Class B shares are subject to a maximum 5.00% (3.00% in
the case of the Intermediate Municipal Bond Fund) CDSC, which is
assessed only if Class B shares are redeemed within six years
(five years in the case of the Intermediate Municipal Bond Fund)
of purchase. Class B shares of the Money Market Fund may be
acquired only through exchanges with Class B shares of the other
Funds and are subject to the CDSC, if any, of the shares with
which the exchange is made. See "How to Buy Shares--Class B
Shares" and "How to Redeem Shares--Contingent Deferred Sales
Charge--Class B Shares." These shares are subject to an annual
service fee and distribution fee. See "Distribution Plan and
Shareholder Services Plan." Approximately eight years after the
date of purchase, Class B shares automatically will convert to
Class A shares, based on the relative net asset values for
shares of each Class, and will no longer be subject to the
distribution fee. Class B shares that have been acquired
through the reinvestment of dividends and distributions will be
converted on a pro rata basis together with other Class B
shares, in the proportion that a shareholder's Class B shares
converting to Class A shares bears to the total Class B shares
not acquired through the reinvestment of dividends and
distributions.

Class I shares are sold at net asset value with no
sales charge. Class I shares are sold exclusively to qualified
trust, custody and/or agency account clients of FNBC, ANB or
their affiliates ("Fiduciary Accounts") and to qualified benefit
plans or other programs with assets in excess of $100 million
("Eligible Retirement Plans"). Class I shares are not subject
to an annual service fee or distribution fee. Class I shares
held by investors who after purchasing Class I shares for their
Fiduciary Accounts withdraw from such Accounts automatically
will convert to Class A shares, based on the relative net asset
values for shares of each such Class.

Class B shares will receive lower per share dividends
and at any given time the performance of Class B should be
expected to be lower than for shares of each other Class because
of the higher expenses borne by Class B. Similarly, Class A
shares will receive lower per share dividends and the
performance of Class A should be expected to be lower than Class
I shares because of the higher expenses borne by Class A. See
"Fee Table."

An investor who is not eligible to purchase Class I
shares should consider whether, during the anticipated life of
the investor's investment in the Fund, the accumulated
distribution fee and CDSC on Class B shares prior to conversion
would be less than the initial sales charge, if any, on Class A
shares purchased at the same time, and to what extent, if any,
such differential would be offset by the return of Class A.
Additionally, investors qualifying for reduced initial sales
charges who expect to maintain their investment for an extended
period of time might consider purchasing Class A shares because
the accumulated continuing distribution fees on Class B shares
may exceed the initial sales charge on Class A shares during the
life of the investment. Generally, Class A shares may be more
appropriate for investors who invest $500,000 or more in Fund
shares.

HOW TO BUY SHARES

Information Applicable to All Purchasers

When purchasing Fund shares, an investor must specify
the Class of shares being purchased. If no Class of shares is
specified, Class A shares will be purchased.

Class A and Class B shares are offered to the general
public and may be purchased through a number of institutions,
including FIMCO, FNBC, ANB and their affiliates, other Service
Agents, and directly through the Distributor. Class B shares of
the Money Market Fund may be acquired only through the exchange
of Class B shares of the other Funds.

Orders for purchases of Class I shares may be placed
only for clients of FNBC, ANB or their affiliates for their
Fiduciary Accounts maintained at FNBC, ANB or one of their
affiliates and Eligible Retirement Plans with assets in excess
of $100 million. Class I shares may be purchased for a
Fiduciary Account or Eligible Retirement Plan only by a
custodian, trustee, investment manager or other entity
authorized to act on behalf of such Account or Plan.

Share certificates will not be issued. It is not
recommended that the Municipal Funds be used as a vehicle for
Keogh, IRA or other qualified retirement plans. The Trust
reserves the right to reject any purchase order.

The minimum initial investment for each Class is
$1,000. However, for IRAs and other retirement plans, the
minimum initial purchase is $250. All subsequent investments
must be at least $100. The initial investment must be
accompanied by the Account Application. FIMCO and Service
Agents may impose initial or subsequent investment minimums
which are higher or lower than those specified above and may
impose different minimums for different types of accounts or
purchase arrangements.

As to each Fund, net asset value per share of each
Class is computed by dividing the value of the Fund's net assets
represented by such Class (i.e., the value of its assets less
liabilities) by the total number of shares of such Class
outstanding. See "Determination of Net Asset Value" in the
Trust's Statement of Additional Information.

Each Money Market Fund's net asset value per share is
determined as of 12:00 Noon, New York time, on each business day
(which, as used herein, shall include each day the New York
Stock Exchange is open for business, except Martin Luther King,
Jr. Day, Columbus Day and Veterans Day).

Shares of each Money Market Fund are sold on a
continuous basis at the net asset value per share next
determined after an order in proper form and Federal Funds
(moneys of member banks within the Federal Reserve System which
are held on deposit at a Federal Reserve Bank) are received by
the Transfer Agent. If an investor does not remit Federal
Funds, his payment must be converted into Federal Funds. This
usually occurs within one business day of receipt of a bank wire
and within two business days of receipt of a check drawn on a
member bank of the Federal Reserve System. Checks drawn on
banks which are not members of the Federal Reserve System may
take considerably longer to convert into Federal Funds. Prior
to receipt of Federal Funds, the investor's money will not be
invested.

For each Fund, other than the Money Market Funds,
shares are sold on a continuous basis at the public offering
price (i.e., net asset value plus the applicable sales load, if
any, set forth below). Net asset value per share of these Funds
is determined as of the close of trading on the floor of the New
York Stock Exchange (currently 4:00 p.m., New York time), on
each business day. For purposes of determining net asset value
per share, options and futures contracts will be valued 15
minutes after the close of trading on the New York Stock
Exchange. Each of these Funds' investments are valued each
business day by one or more independent pricing services
approved by the Board of Trustees and are valued at fair value
as determined by the pricing service. Each pricing services'
procedures are reviewed under the general supervision of the
Board of Trustees.

For each Fund, other than the Money Market Funds, if
an order is received by the Transfer Agent by the close of
trading on the floor of the New York Stock Exchange (currently
4:00 p.m., New York time) on any business day, shares will be
purchased at the public offering price determined as of the
close of trading on the floor of the New York Stock Exchange on
that day. Otherwise, shares will be purchased at the public
offering price determined as of the close of trading on the
floor of the New York Stock Exchange on the next business day.

Federal regulations require that an investor provide
a certified Taxpayer Identification Number ("TIN") upon opening
or reopening an account. See "Dividends, Distributions and
Taxes" and the Account Application for further information
concerning this requirement. Failure to furnish a certified TIN
to the Trust could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").

Class A Shares The public offering price for Class A shares of
each Fund, other than the Money Market Funds, is the net asset
value per share of that Class plus a sales load as shown below:

<TABLE>

ASSET ALLOCATION, EQUITY and BOND FUNDS
TOTAL SALES LOAD

<CAPTION>
As a % of As a % of Dealers' Reallowance
offering price net asset value as a % of
AMOUNT OF TRANSACTION per share per share offering price
- --------------------- -------------- --------------- --------------------
<S> <C> <C> <C>
Less than $50,000 4.50 4.70 4.00
$50,000 to less than $100,000 4.00 4.20 3.50
$100,000 to less than $250,000 3.00 3.10 2.50
$250,000 to less than $500,000 2.00 2.00 1.50
$500,000 to less than $1,000,000 1.50 1.50 1.25
$1,000,000 and above none none none
</TABLE>

INTERMEDIATE MUNICIPAL BOND FUND
TOTAL SALES LOAD

<TABLE>

<CAPTION>
As a % of As a % of Dealers' Reallowance
offering price net asset value as a % of
AMOUNT OF TRANSACTION per share per share offering price
- --------------------- -------------- --------------- --------------------
<S> <C> <C> <C>
Less than $50,000 3.00 3.10 2.75
$50,000 to less than $100,000 2.50 2.60 2.25
$100,000 to less than $250,000 2.00 2.00 1.75
$250,000 to less than $500,000 1.50 1.50 1.25
$500,000 to less than $1,000,000 1.00 1.00 0.75
$1,000,000 and above none none none

</TABLE>
There is no initial sales charge on purchases of
$1,000,000 or more of Class A shares. However, if an investor
purchases Class A shares without an initial sales charge as part
of an investment of at least $1,000,000 and redeems those shares
within a certain period after purchase, a CDSC will be imposed
at the time of redemption as described below. The terms
contained in the section of the Fund's Prospectus entitled "How
to Redeem Fund Shares--Contingent Deferred Sales Charge--Class
B" (other than the amount of the CDSC and its time periods) are
applicable to the Class A shares subject to a CDSC. Letter of
Intent and Right of Accumulation apply to such purchases of
Class A shares. The following table sets forth the rates of
such CDSC for the indicated time periods:

<TABLE>

<CAPTION>
Amount of CDSC as a % of Year Since Purchase
Transactions at Amount Invested or Payment Was Made
Offering Price Redemption Proceeds
- ----------------- --------------------- --------------------
<S> <C> <C>
$1,000,000 to less
than $2,500,000 1.00% First or Second

$2,500,000 to less
than $5,000,000 0.50% First

$5,000,000 and above 0.25% First
</TABLE>

The dealer reallowance may be changed from time
to time but will remain the same for all dealers. With respect
to purchases of $1,000,000 or more of Class A shares made
through Service Agents (other than FIMCO, FNBC, ANB or their
affiliates), the Distributor may pay such Service Agents from
its own funds a fee of up to .75% for Intermediate Municipal
Bond Fund and 1.00% for each other Fund of the amount invested
to compensate such Service Agents for their distribution
assistance in connection with such purchases.

Full-time employees of NASD member firms and
full time employees of other financial institutions which have
entered into an agreement with the Distributor pertaining to the
sale of Fund shares (or which otherwise have a brokerage-related
or clearing arrangement with an NASD member firm or other
financial institution with respect to sales of Fund shares),
their spouses and minor children, and accounts opened by a bank,
trust company or thrift institution, acting as a fiduciary or
custodian, may purchase Class A shares for themselves or itself,
as the case may be, at net asset value, provided that they have
furnished the Distributor appropriate notification of such
status at the time of the investment and such other information
as it may request from time to time in order to verify
eligibility for this privilege. This privilege also applies to
full-time employees of financial institutions affiliated with
NASD member firms whose employees are eligible to purchase Class
A shares at net asset value. In addition, Class A shares may be
purchased at net asset value for accounts registered under the
Uniform Gifts to Minors Act or Uniform Transfers to Minors Act
which are opened through FCIS. Class A shares are also offered
at net asset value to directors and full-time or part-time
employees of First Chicago Corporation, or any of its affiliates
and subsidiaries, retired employees of First Chicago
Corporation, or any of its affiliates and subsidiaries, Board
members of a fund advised by the Investment Adviser, including
members of the Trust's Board, or the spouse or minor child of
any of the foregoing.

Class A shares may be purchased at net asset
value through certain broker-dealers, registered investment
advisers and other financial institutions which have entered
into an agreement with the Distributor, which includes a
requirement that such shares be sold for the benefit of clients
participating in a "wrap account" or a similar program under
which such clients pay a fee to such broker-dealer, registered
investment advisers or other financial institution.

Class A shares also may be purchased at net
asset value, without a sales charge, with the proceeds from the
redemption of shares of an investment company sold with a sales
charge or commission and not distributed by the Distributor.
This also includes shares of a mutual fund which were or would
be subject to a contingent deferred sales charge upon
redemption. The purchase must be made within 60 days of the
redemption, and the Distributor must be notified by the investor
in writing, or by the investor's investment professional, at the
time the purchase is made.

Class A shares also will be offered at net asset
value without a sales load to employees participating in
qualified or nonqualified employee benefit plans or other
programs where (i) the employers or affiliated employers
maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs
or (ii) such plan's or program's aggregate investment in the
Trust and certain other funds advised by the Investment Adviser
exceeds one million dollars ("Eligible Benefit Plans"). The
determination of the number of employees eligible for
participation in such a plan or program shall be made on the
date that the Class A shares are first purchased by or on behalf
of employees participating in such plan or program and on each
subsequent January 1st.

Class B Shares The public offering price for Class B shares is
the net asset value per share of that Class. No initial sales
charge is imposed at the time of purchase. A CDSC is imposed,
however, on certain redemptions of Class B shares, as described
under "How to Redeem Shares." The Distributor may compensate
certain Service Agents for selling Class B shares at the time of
purchase from its own assets. Proceeds of the CDSC and
distribution fees payable to the Distributor, in part, would be
used to defray these expenses.

Class I Shares The public offering price for Class I shares is
the net asset value per share of that Class. No sales charge is
imposed for Class I shares.

Purchasing Shares Through Accounts with FIMCO, FNBC, ANB or a
Servicing Agent Investors who desire to purchase shares through
their accounts at FIMCO, FNBC, ANB or their affiliates or a
Service Agent should contact such entity directly for
appropriate instructions, as well as for information about
conditions pertaining to the account and any related fees.
Service Agents, FIMCO, FNBC and ANB may charge clients direct
fees for effecting transactions in shares, as well as fees for
other services provided to clients in connection with accounts
through which shares are purchased. These fees, if any, would
be in addition to fees received by a Service Agent under a
Shareholder Services Plan or Service Plan or fees received by
FIMCO under the Investment Advisory Agreement or Administration
Agreement. Each Service Agent has agreed to transmit to its
clients a schedule of such fees. In addition, Service Agents,
FIMCO, FNBC and ANB may receive different levels of compensation
for selling different Classes of shares and may impose minimum
account and other conditions, including conditions which might
affect the availability of certain shareholder privileges
described in this Prospectus. Certain investor accounts with
FNBC, ANB and their affiliates and certain Service Agents may be
eligible for an automatic investment privilege, commonly called
a "sweep," under which amounts in excess of a certain minimum
held in these accounts will be invested automatically in shares
at predetermined intervals. Each investor desiring to use this
privilege should consult FNBC, ANB or his Service Agent for
details. It is the responsibility of FNBC, ANB and Service
Agents to transmit orders on a timely basis.

Copies of the Trust's Prospectus and Statement
of Additional Information may be obtained from the Distributor,
FIMCO, certain affiliates of FIMCO or certain Service Agents, as
well as from the Trust.

Right of Accumulation--Class A Shares Reduced sales loads apply
to any purchase of Class A shares where the dollar amount of
shares being purchased, plus the value of shares of such Fund,
shares of other Funds of the Trust, and shares of certain other
investment companies advised by the Investment Adviser purchased
with a sales load or acquired by a previous exchange of shares
purchased with a sales load (hereinafter referred to as
"Eligible Funds") held by an investor and any related
"purchaser" as defined in the Statement of Additional
Information, is $50,000 or more. If, for example, an investor
previously purchased and still holds Class A shares of the
Equity Income Fund, or of any other Eligible Fund or combination
thereof, with an aggregate current market value of $40,000 and
subsequently purchases Class A shares of such Fund or an
Eligible Fund having a current value of $20,000, the sales load
applicable to the subsequent purchase would be reduced to 4.00%
of the offering price (4.20% of the net asset value). All
present holdings of Eligible Funds may be combined to determine
the current offering price of the aggregate investment in
ascertaining the sales load applicable to each subsequent
purchase.

To qualify for reduced sales loads, at the time
of a purchase an investor or his Service Agent must notify the
Distributor if orders are made by wire, or the Transfer Agent if
orders are made by mail. The reduced sales load is subject to
confirmation of the investor's holdings through a check of
appropriate records.

SHAREHOLDER SERVICES

The Exchange Privilege and Automatic Investment
Plan are available to shareholders of any class. The Letter of
Intent and Reinstatement Privilege are available only for Class
A and Class B shareholders, respectively. In addition, such
services and privileges may not be available to clients of
certain Service Agents and some Service Agents may impose
certain conditions on their clients which are different from
those described in this Prospectus. Each investor should
consult his Service Agent in this regard.

Exchange Privilege. The Exchange Privilege enables an investor
to purchase, in exchange for shares of a Fund, shares of the
same Class of the other Funds. This privilege may be expanded
to permit exchanges between a Fund and other funds that, in the
future, may be advised by the Investment Adviser.

Shares of the same Class of Funds purchased by
exchange will be purchased on the basis of relative net asset
value per share as follows:

A. Exchanges for shares of Funds that are offered
without a sales load will be made without a
sales load.

B. Shares of Funds purchased without a sales load
may be exchanged for shares of other Funds sold
with a sales load, and the applicable sales load
will be deducted.

C. Shares of Funds purchased with a sales load may
exchanged without a sales load for shares of
other Funds sold without a sales load.

D. Shares of Funds purchased with a sales load,
shares of Funds acquired by a previous exchange
from shares purchased with a sales load and
additional shares acquired through reinvestment
of dividends or distributions of any such Funds
(collectively referred to herein as "Purchased
Shares") may be exchanged for shares of other
Funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the
sales load applicable to the Offered Shares
exceeds the maximum sales load that could have
been imposed in connection with the Purchased
Shares (at the time the Purchased Shares were
acquired), without giving effect to any reduced
loads, the difference will be deducted.

E. Shares of Funds subject to a CDSC that are
exchanged for shares of another Fund will be
subject to the higher applicable CDSC of the two
Funds, and for purposes of calculating CDSC
rates and conversion periods, if any, will be
deemed to have been held since the date the
shares being exchanged were initially purchased.

To accomplish an exchange under item D above,
shareholders must notify the Transfer Agent of their prior
ownership of Fund shares and their account number.

No fees currently are charged shareholders
directly in connection with exchanges although the Trust
reserves the right, upon not less than 60 days' written notice,
to charge shareholders a nominal fee in accordance with rules
promulgated by the Securities and Exchange Commission. The
Trust reserves the right to reject any exchange request in whole
or in part. The Exchange Privilege may be modified or
terminated at any time upon notice to shareholders.

The exchange of shares of one Fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchanging shareholder may realize a taxable gain or loss.

Letter of Intent--Class A Shares. By signing a Letter of Intent
form, available from the Distributor, FIMCO, certain affiliates
of FIMCO, or certain Service Agents, an investor becomes
eligible for the reduced sales load applicable to the total
number of Eligible Fund shares purchased in a 13-month period
(beginning up to 30 days before the date of execution of the
Letter of Intent) pursuant to the terms and conditions set forth
in the Letter of Intent. A minimum initial purchase of $5,000
is required. To compute the applicable sales load, the offering
price of shares the investor holds (on the date of submission of
the Letter of Intent) in any Eligible Fund that may be used
toward "Right of Accumulation" benefits described above may be
used as a credit toward completion of the Letter of Intent.
However, the reduced sales load will be applied only to new
purchases.

The Transfer Agent will hold in escrow 5% of the
amount indicated in the Letter of Intent for payment of a higher
sales load if the investor does not purchase the full amount
indicated in the Letter of Intent. The escrow will be released
when the investor fulfills the terms of the Letter of Intent by
purchasing the specified amount. Assuming completion of the
total minimum investment specified under a Letter of Intent, an
adjustment will be made to reflect any reduced sales load
applicable to shares purchased during the 30-day period before
submission of the Letter of Intent. In addition, if the
investor's purchases qualify for a further sales load reduction,
the sales load will be adjusted to reflect the investor's total
purchase at the end of 13 months. If total purchases are less
than the amount specified, the investor will be requested to
remit an amount equal to the difference between the sales load
actually paid and the sales load applicable to the aggregate
purchases actually made. If such remittance is not received
within 20 days, the Transfer Agent, as attorney-in-fact pursuant
to the terms of the Letter of Intent, will redeem an appropriate
number of Class A shares held in escrow to realize the
difference. Signing a Letter of Intent does not bind the
investor to purchase, or the Trust to sell, the full amount
indicated at the sales load in effect at the time of signing,
but the investor must complete the intended purchase to obtain
the reduced sales load. At the time an investor purchases Class
A shares, the investor must indicate his or her intention to do
so under a Letter of Intent.

Automatic Investment Plan. The Automatic Investment Plan
permits an investor to purchase shares at regular intervals
selected by the investor. Provided the investor's bank or other
financial institution allows automatic withdrawals, shares may
be purchased by transferring funds from the bank account
designated by the investor. At the investor's option, the
account designated will be debited in the specified amount, and
shares will be purchased, once a month, on either the first or
fifteenth day, or twice a month, on both days. Only an account
maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. To
establish an Automatic Investment Plan account, the investor
must check the appropriate box and supply the necessary
information on the Account Application. Investors may obtain
the necessary applications from the Distributor. An investor
may cancel his or her participation in the Plan or change the
amount of purchase at any time by mailing written notification
to __________________, and such notification will be effective
three business days following receipt. The Trust may modify or
terminate the Automatic Investment Plan at any time or charge a
service fee. No such fee currently is contemplated.

Reinstatement Privilege. The Reinstatement Privilege enables
investors who have redeemed Class A or Class B shares to
repurchase, within 30 days of such redemption, Class A or Class
B shares in an amount not to exceed the redemption proceeds
received. Class A shares so reinstated will be offered at a
purchase price equal to the then-current net asset value of
Class A determined after a reinstatement request and payment for
Class A shares are received by the Transfer Agent. With respect
to Class B shares so reinstated, the CDSC applicable on
redemption of the acquired Class B shares will be calculated
from the date of the initial purchase of such Class B shares
previously redeemed. This privilege also enables such investors
to reinstate their account for the purpose of exercising the
Exchange Privilege. To use the Reinstatement Privilege, an
investor must submit a written reinstatement request to the
Transfer Agent. The reinstatement request and payment must be
received within 30 days of the trade date of the redemption.
There currently are no restrictions on the number of times an
investor may use this privilege.

HOW TO REDEEM SHARES

General. An investor may request redemption of his shares at
any time. Redemption requests should be transmitted to the
Transfer Agent as described below. An investor who has
purchased shares through his Fiduciary Account or as a
participant in an Eligible Retirement Plan must redeem shares by
following instructions pertaining to such Account or Plan. It
is the responsibility of FNBC to transmit the redemption order
to the Transfer Agent and credit the investor's account with the
redemption proceeds on a timely basis. When a request is
received in proper form, the Trust will redeem the shares at the
next determined net asset value as described below. If an
investor holds Fund shares of more than one Class, any request
for redemption must specify the Class of shares being redeemed.
If an investor fails to specify the Class of shares to be
redeemed, Class A shares will be redeemed first. If an investor
owns fewer shares of the Class than specified to be redeemed,
the redemption request may be delayed until the Transfer Agent
receives further instructions from the investor or his Service
Agent.

The Trust imposes no charges when shares are
redeemed. However, the Distributor may impose a CDSC as
described below. Service Agents may charge a nominal fee for
effecting redemptions of Fund shares. The value of the shares
redeemed may be more or less than their original cost, depending
upon the Fund's then-current net asset value.

The Trust ordinarily will make payment for all
shares redeemed within seven days after receipt by the Transfer
Agent of a redemption request in proper form, except as provided
by the rules of the Securities and Exchange Commission.
However, if an investor has purchased Fund shares by check or
through the Automatic Investment Plan and subsequently submits a
written redemption request to the Transfer Agent, the redemption
proceeds will be transmitted to the investor promptly upon bank
clearance of the investor's purchase check or Automatic
Investment Plan order, which may take up to eight business days
or more. In addition, the Fund will not honor Redemption Checks
for a period of eight business days after receipt by the
Transfer Agent of the purchase check or Automatic Investment
Plan order against which such redemption is requested. These
procedures will not apply if the investor otherwise has a
sufficient collected balance in his account to cover the
redemption request. Prior to the time any redemption is
effective, dividends on such shares will accrue and be payable,
and the investor will be entitled to exercise all other rights
of beneficial ownership. Fund shares will not be redeemed until
the Transfer Agent has received the investor's Account
Application.

The Trust reserves the right to redeem an
investor's account at the Trust's option upon not less than 45
days' written notice if the account's net asset value is $500 or
less and remains so during the notice period.

Contingent Deferred Sales Charge--Class B Shares. A CDSC
payable to the Distributor may be imposed on redemptions of
Class B shares depending on the number of years such shares were
held by the investor. The following tables set forth the rates
of the CDSC applied for the indicated Funds:

Asset Allocation, Equity
and Bond Funds
------------------------
CDSC as a
% of Amount
Year Since Invested or
Purchase Payment Redemption
Was Made Proceeds
---------------- -------------
First. . . . . . . . . . . . . . 5.00
Second . . . . . . . . . . . . . 4.00
Third. . . . . . . . . . . . . . 3.00
Fourth . . . . . . . . . . . . . . 3.00
Fifth. . . . . . . . . . . . . . . 2.00
Sixth. . . . . . . . . . . . . . . 1.00
Seventh. . . . . . . . . . . . . . None
Eighth . . . . . . . . . . . . . . *
________________
* Conversion to Class A shares.

Intermediate
Municipal
Bond Fund
-----------
CDSC as a
% of Amount
Year Since Invested or
Purchase Payment Redemption
Was Made Proceeds
---------------- -------------
First. . . . . . . . . . . . . . 3.00
Second . . . . . . . . . . . . . 3.00
Third. . . . . . . . . . . . . . 2.00
Fourth . . . . . . . . . . . . . . 2.00
Fifth. . . . . . . . . . . . . . . 1.00
Sixth. . . . . . . . . . . . . . . None
Seventh. . . . . . . . . . . . . . None
Eighth . . . . . . . . . . . . . . *
________________
* Conversion to Class A shares.

In determining whether a CDSC is applicable to a
redemption, the calculation will be made in a manner that
results in the lowest possible rate. Class B shares redeemed
will not be subject to a CDSC to the extent that the value of
such shares represents capital appreciation or reinvestment of
dividends or distributions. It will be assumed that the
redemption is made first of Class B shares acquired pursuant to
the reinvestment of dividends and distributions or representing
any capital appreciation in the value of the Class B shares held
by the investor; then of Class B shares held for the longest
period of time.

Waiver of CDSC. The CDSC will be waived in connection with (a)
redemptions made within one year after the death of the
shareholder, (b) redemptions by shareholders after age 70-1/2
for purposes of the minimum required distribution from an IRA,
Keogh plan or custodial account pursuant to Section 403(b) of
the Code, (c) distributions from a qualified plan upon
retirement, (d) redemptions of shares acquired through a
contribution in excess of permitted amounts, (e) redemptions
initiated by the Trust of accounts with net assets of less than
$500, and (f) redemptions by such shareholders as the Securities
and Exchange Commission or its staff may permit.

Conversion of Class B Shares. Class B shares automatically
convert to Class A shares (and thus become subject to the lower
expenses borne by Class A shares) in the eighth year after the
date of purchase, together with the pro rata portion of all
Class B shares representing dividends and other distributions
paid in additional Class B shares. The conversion will be
effected at the relative net asset values per share of the two
Classes on the first business day of the month following the
seventh anniversary of the original purchase occurs. If any
exchanges of Class B shares during the eight-year period
occurred, the holding period for the shares exchanged will be
counted toward the eight-year period. At the time of the
conversion the net asset value per share of the Class A shares
may be higher or lower than the net asset value per share of the
Class B shares; as a result, depending on the relative net asset
values per share, a shareholder may receive fewer or more Class
A shares than the number of Class B shares converted.

The Trust reserves the right to cease offering Class B
shares for sale at any time or reject any order for the purchase
of Class B shares and to cease offering any services provided by
Service Agent.

Procedures. An investor who has purchased shares through his
account at FIMCO, FNBC or a Service Agent must redeem shares by
following instructions pertaining to such account. If an
investor has given his Service Agent authority to instruct the
Transfer Agent to redeem shares and to credit the proceeds of
such redemption to a designated account at the Service Agent,
the investor may redeem shares only in this manner and in
accordance with a written redemption request described below.
It is the responsibility of FIMCO, FNBC or the Service Agent, as
the case may be, to transmit the redemption order and credit the
investor's account with the redemption proceeds on a timely
basis.

An investor may redeem or exchange shares by telephone
if the investor has checked the appropriate box on the Account
Application. By selecting a telephone redemption or exchange
privilege, an investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or
herself to be the investor, or a representative of the
investor's Service Agent, and reasonably believed by the
Transfer Agent to be genuine. The Trust will require the
Transfer Agent to employ reasonable procedures, such as
requiring a form of personal identification, to confirm that
instructions are genuine and, if it does not follow such
procedures, the Trust or the Transfer Agent may be liable for
any losses due to unauthorized or fraudulent instructions.
Neither the Trust nor the Transfer Agent will be liable for
following telephone instructions reasonably believed to be
genuine.

During times of drastic economic or market conditions,
an investor may experience difficulty in contacting the Transfer
Agent by telephone to request a redemption or exchange of Fund
shares. In such cases, investors should consider using the
other redemption procedures described herein. Use of these
other redemption procedures may result in the investor's
redemption request being processed at a later time than it would
have been if telephone redemption had been used. During the
delay, the Fund's net asset value may fluctuate.

Written Redemption Requests. Investors may redeem shares by
written request mailed to Prairie Funds, ___________________.
Redemption requests must be signed by each shareholder,
including each owner of a joint account, and each signature must
be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP"), and the Stock
Exchanges Medallion Program.

Check Redemption Privilege--Class A of Money Market Funds only.
An investor may request on the Account Application or by later
written request to the Trust that a Money Market Fund provide
Redemption Checks drawn on the Fund's account. Redemption
Checks may be made payable to the order of any person in the
amount of $500 or more. Redemption Checks should not be used to
close an account. Redemption Checks are free, but the Transfer
Agent will impose a fee for stopping payment of a Redemption
Check at the investor's request or if the Transfer Agent cannot
honor the Redemption Check due to insufficient funds or other
valid reason. An investor should date his Redemption Checks
with the current date when the investor writes them. Please do
not postdate Redemption Checks. If an investor does, the
Transfer Agent will honor, upon presentment, even if presented
before the date of the check, all postdated Redemption Checks
which are dated within six months of presentment of payment, if
they are otherwise in good order. This Privilege may be
modified or terminated at any time by the Trust or the Transfer
Agent upon notice to shareholders.

MANAGEMENT OF THE TRUST

Investment Adviser and Administrator

First Chicago Investment Management Company, located
at Three First National Plaza, Chicago, Illinois 60670, is each
Fund's investment adviser and administrator. FIMCO is a newly-
formed, registered investment adviser and a wholly-owned
subsidiary of The First National Bank of Chicago ("FNBC"), which
in turn is a wholly-owned subsidiary of First Chicago
Corporation, a registered bank holding company. FNBC is a
commercial bank offering a wide range of banking and investment
services to customers throughout the United States and around
the world. As of June 30, 1994, FNBC was one of the largest
commercial banks in the United States and the largest in the
mid-western United States in terms of assets ($41.8 billion) and
in terms of deposits ($23.8 billion). As of June 30, 1994, FNBC
provided investment management services to portfolios containing
approximately $9.6 billion in assets.

FIMCO serves as investment adviser for each Fund
pursuant to an Investment Advisory Agreement dated as of
November 18, 1994 with the Trust. Under the Investment Advisory
Agreement, FIMCO provides the day-to-day management of each
Fund's investments, subject to the overall authority of the
Trust's Board of Trustees and in conformity with Massachusetts
law and the stated policies of the Trust. FIMCO is responsible
for making investment decisions for each Fund, placing purchase
and sale orders (which may be allocated to various dealers based
on their sales of Fund shares) and providing research,
statistical analysis and continuous supervision of each Fund's
investment portfolio. FIMCO has advised the Trust that in
making its investment decisions FIMCO does not obtain or use
material inside information in its or any of its affiliate's
possession.

FIMCO has engaged ANB-IMC, located at 1 North LaSalle
Street, Chicago, Illinois 60690, to serve as the International
Equity Fund's sub-investment adviser. ANB-IMC, a registered
investment adviser formed in 1973, is a wholly-owned subsidiary
of American National Bank and Trust Company, which in turn is a
wholly-owned subsidiary of First Chicago Corporation. As of
March 31, 1994, ANB-IMC managed approximately $17 billion in
assets, including over $500 million in international equities,
primarily for pension funds. ANB-IMC, subject to the
supervision and approval of FIMCO, provides investment advisory
assistance and the day-to-day management of the International
Equity Fund's investments, as well as investment research and
statistical information, under a Sub-Investment Advisory
Agreement with FIMCO, subject to the overall authority of the
Trust's Board in accordance with Massachusetts law.

The Trust's primary portfolio managers will be: for
Managed Assets Income Fund, Arthur P. Krill, who has been
employed by FNBC since June 1973, and Claude B. Erb, who has
been employed by FNBC since 1993 and, prior thereto, was Deputy
Chief Investment Officer and Senior Vice President for Trust
Services of America and TSA Capital Management; for Managed
Assets Fund, Claude B. Erb; for Equity Income Fund, Growth Fund
and Special Opportunities Fund, James V. Moeller, who has been
employed by FNBC since 1976; for International Equity Fund,
Peter M. Jankovskis, who has been employed by ANB-IMC since 1992
and, prior thereto, was a faculty member of the University of
California at Santa Barbara; for Bond Fund, Annette Marie Cole,
who has been employed by FNBC since 1984, and Mark M. Quinn, who
has been employed by FNBC since 1984; for
International Bond Fund, Claude B. Erb; and for Intermediate
Municipal Bond Fund, John Erickson, who has been employed by
FNBC since 1979.

Under the terms of the Investment Advisory Agreement
with the Trust, the Trust has agreed to pay FIMCO a monthly fee
at the annual rate of .65% of the value of each Asset Allocation
Fund's average daily net assets; .50% of the value of the Equity
Income Fund's average daily net assets; .65% of the value of the
Growth Fund's average daily net assets; .70% of the value of the
Special Opportunities Fund's average daily net assets; .80% of
the value of the International Equity Fund's average daily net
assets; .55% of the value of the Bond Fund's average daily net
assets; .70% of the value of the International Bond Fund's
average daily net assets; .40% of the value of the Intermediate
Municipal Bond Fund's average daily net assets; and .40% of the
value of each Money Market Fund's average daily net assets.
Under the Sub-Investment Advisory Agreement between FIMCO and
ANB-IMC, FIMCO has agreed to pay ANB-IMC a monthly fee at the
annual rate of .40% of the value of the International Equity
Fund's average daily net assets. The investment advisory fee
payable by the International Equity Fund is higher than that
paid by most other funds.

FIMCO serves as the Trust's administrator pursuant to
an Administration Agreement with the Trust. Under the
Administration Agreement, FIMCO generally assists in all aspects
of the Trust's operations, other than providing investment
advice, subject to the overall authority of the Trust's Board in
accordance with Massachusetts law. Under the terms of the
Administration Agreement, the Trust has agreed to pay FIMCO a
monthly fee at the annual rate of .15% of the value of each
Fund's average daily net assets. FIMCO has engaged Concord
Holding Corporation, located at 125 West 55th Street, New York,
New York 10019 (the "Sub-Administrator"), to assist it in
providing certain administrative services for the Trust pursuant
to a Master Sub-Administration Agreement between FIMCO and the
Sub-Administrator. FIMCO, from its own funds, will pay the Sub-
Administrator for the Sub-Administrator's services.

Distributor

Concord Financial Group, Inc., located at 125 West
55th Street, New York, New York 10019, serves as the Trust's
principal underwriter and distributor of each Fund's shares.
The Distributor, a wholly-owned subsidiary of the Sub-
Administrator, was organized to distribute shares of mutual
funds to institutional and retail investors. The Distributor
distributes the shares of other investment companies with over
$21 billion in assets.

Transfer and Dividend Disbursing Agent and Custodian

, is the Trust's
Transfer and Dividend Disbursing Agent (the "Transfer Agent").
The Transfer Agent is jointly owned by a subsidiary of the
Sub-Administrator and Putnam Investments, Inc. The Bank of New
York, 110 Washington Street, New York, New York 10286, is the
Trust's Custodian.

Expenses

All expenses incurred in the operation of the Trust
are borne by the Trust, except to the extent specifically
assumed by FIMCO. The expenses borne by the Trust include:
organizational costs, taxes, interest, loan commitment fees,
interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members,
Securities and Exchange Commission fees, state Blue Sky
qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal
expenses, costs of maintaining the Trust's existence, costs of
independent pricing services, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of shareholders' reports and meetings, costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, and any extraordinary expenses. In
addition, Class B shares are subject to an annual distribution
fee for advertising, marketing and distributing such shares and
an annual service fee for ongoing personal services relating to
shareholder accounts and services related to the maintenance of
shareholder accounts. See "Distribution Plan and Shareholder
Services Plan." Expenses attributable to a particular Fund or
Class are charged against the assets of that Fund or Class,
respectively; other expenses of the Trust are allocated among
the Funds on the basis determined by the Board of Trustees,
including, but not limited to, proportionately in relation to
the net assets of each Fund.

The imposition of the advisory fee, as well as other
operating expenses, including the fees paid under any
Distribution Plan and Shareholder Services Plan, will have the
effect of reducing the yield to investors. From time to time,
FIMCO may waive receipt of its fees and/or voluntarily assume
certain expenses of a Fund, which would have the effect of
lowering that Fund's overall expense ratio and increasing yield
to investors at the time such amounts are waived or assumed, as
the case may be. The Trust will not pay FIMCO at a later time
for any amounts which may be waived, nor will the Trust
reimburse FIMCO for any amounts which may be assumed.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN

Class B shares of each Fund are subject to an annual
distribution fee pursuant to the Distribution Plan. Class A and
Class B shares of each Fund are subject to an annual service fee
pursuant to the Shareholder Services Plan.

Distribution Plan--(Class B only) Under the Distribution Plan,
adopted pursuant to Rule 12b-1 under the 1940 Act, the Trust has
agreed to pay the Distributor for advertising, marketing and
distributing shares of the relevant Fund at an aggregate annual
rate of .75% (.50% in the case of the Intermediate Bond Fund) of
the value of the average daily net assets of Class B. The
Distributor may pay one or more Service Agents in respect of
these services. FIMCO, FNBC, ANB and their affiliates may act
as Service Agents and receive fees under the Distribution Plan.
The Distributor determines the amounts, if any, to be paid to
Service Agents under the Distribution Plan and the basis on
which such payments are made. The fees payable under the
Distribution Plan are payable without regard to actual expenses
incurred.

Shareholder Services Plan--(Class A and Class B) Under the
Shareholder Services Plan, the Trust pays the Distributor for
the provision of certain services to the holders of these shares
a fee at an annual rate of .25% of the value of the average
daily net assets of Class A or Class B. The services provided
may include personal services relating to shareholder accounts,
such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to
the maintenance of shareholder accounts. Under the Shareholder
Services Plan, the Distributor may make payments to Service
Agents in respect of these services. FIMCO, FNBC, ANB and their
affiliates may act as Service Agents and receive fees under the
Shareholder Services Plan. The Distributor determines the
amounts to be paid to Service Agents. Each Service Agent is
required to disclose to its clients any compensation payable to
it by the Trust pursuant to the Shareholder Services Plan and
any other compensation payable by their clients in connection
with the investment of their assets in Fund shares.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Managed Assets, Growth, Special Opportunities and International
Equity Funds--Declare and pay dividends from net investment
income quarterly.

Managed Assets Income and Equity Income Funds--Declare and pay
dividends from net investment income monthly, usually on the
last calendar day of the month.

Bond, Municipal Bond and Money Market Funds--Declare dividends
from net investment income on each day the New York Stock
Exchange is open for business, except on Martin Luther King, Jr.
Day, Columbus Day and Veterans Day. Dividends usually are paid
on the last calendar day of each month. Shares begin accruing
dividends on the day the purchase order is effective. The
earnings for Saturdays, Sundays and holidays are declared as
dividends on the preceding business day.

Applicable to All Funds--Each Fund will make distributions from
net realized securities gains, if any, once a year, but may make
distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner
consistent with the provisions of the 1940 Act. Dividends are
automatically reinvested in additional Fund shares of the same
Class from which they were paid at net asset value, unless
payment in cash is requested.

Dividends paid by each Fund, other than a Municipal
Fund, derived from net investment income and dividends paid by a
Municipal Fund derived from taxable investments, together with
distributions from any net realized short-term securities gains,
will be taxable to U.S. investors as ordinary income whether or
not reinvested in additional Fund shares. Distributions from
net realized long-term securities gains, if any, will be taxable
to U.S. shareholders as long-term capital gains for Federal
income tax purposes, regardless of how long investors have held
shares and whether such distributions are received in cash or
reinvested in additional shares.

Notice as to the tax status of an investor's dividends
and distributions will be mailed to such investor annually.
Each investor also will receive periodic summaries of such
investor's account which will include information as to
dividends and distributions from securities gains, if any, paid
during the year. Participants in a Retirement Plan should
receive periodic statements from the trustee, custodian or
administrator of their Plan.

Federal regulations generally require the Trust to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends, distributions from net realized securities
gains and the proceeds of any redemption, regardless of the
extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct
or that such shareholder has not received notice from the IRS of
being subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Trust to
institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a
Federal income tax return. A TIN is either the Social Security
number or employer identification number of the record owner of
the account.

It is expected that each Fund will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such qualification relieves the Fund of any liability for
Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. In addition,
each Fund is subject to a non-deductible 4% excise tax, measured
with respect to certain undistributed amounts of taxable
investment income and capital gains.

Each investor should consult his or her tax adviser
regarding specific questions as to Federal, state or local
taxes.

PERFORMANCE INFORMATION

Special Opportunities, Growth and International Equity Funds--
For purposes of advertising, performance of these Funds may be
calculated on the bases of average annual total return and/or
total return. Average annual total return is calculated
pursuant to a standardized formula which assumes that an
investment in such Fund was purchased with an initial payment of
$1,000 and that the investment was redeemed at the end of a
stated period of time, after giving effect to the reinvestment
of dividends and distributions during the period. The return is
expressed as a percentage rate which, if applied on a compounded
annual basis, would result in the redeemable value of the
investment at the end of the period. Advertisements of a Fund's
performance will include such Fund's average annual total return
for one, five and ten year periods, or for shorter time periods
depending upon the length of time during which the Fund has
operated. Computations of average annual total return for
periods of less than one year represent an annualization of the
Fund's actual total return for the applicable period.

Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the maximum offering price per
share at the beginning of the period. Advertisements may
include the percentage rate of total return or may include the
value of a hypothetical investment at the end of the period
which assumes the application of the percentage rate of total
return. Total return also may be calculated by using the net
asset value per share at the beginning of the period instead of
the maximum offering price per share at the beginning of the
period for Class A shares or without giving effect to any
applicable CDSC at the end of the period for Class B shares.
Calculations based on the net asset value per share do not
reflect the deduction of the applicable sales charge which, if
reflected, would reduce the performance quoted.

Asset Allocation, Equity Income, Bond and Municipal Bond Funds--
For purposes of advertising, performance of these Funds may be
calculated on several bases, including current yield, average
annual total return and/or total return. Current yield refers
to the Fund's annualized net investment income per share over a
30-day period, expressed as a percentage of the net asset value
per share at the end of the period. For purposes of calculating
current yield, the amount of net investment income per share
during that 30-day period, computed in accordance with
regulatory requirements, is compounded by assuming that it is
reinvested at a constant rate over a six-month period. An
identical result is then assumed to have occurred during a
second six-month period which, when added to the result for the
first six months, provides an "annualized" yield for an entire
one-year period.

The Municipal Bond Funds may advertise tax equivalent
yield, which is calculated by determining the pre-tax yield
which, after being taxed at a certain rate, would be equivalent
to a stated current yield calculated as described above.

Average annual total return and total return will be
calculated as described above.

Money Market Funds--From time to time, each Money Market Fund
may advertise its yield and effective yield. Both yield figures
are based on historical earnings and are not intended to
indicate future performance. It can be expected that these
yields will fluctuate substantially. The yield of the Fund
refers to the income generated by an investment in the Fund over
a seven-day period (which period will be stated in the
advertisement). This income is then annualized. That is, the
amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The effective yield is
calculated similarly but, when annualized, the income earned by
an investment in the Fund is assumed to be reinvested. The
effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

The Municipal Money Market Fund also may advertise tax
equivalent yield, which would be calculated as described above.

Applicable to All Funds--Performance will vary from time to time
and past results are not necessarily representative of future
results. Investors should remember that performance is a
function of the type and quality of portfolio securities held by
the Fund and is affected by operating expenses. Yield and
performance information, such as that described above, may not
provide a basis for comparison with other investments or other
investment companies using a different method of calculating
performance. Performance for each Class will be calculated
separately.

Comparative performance information may be used from
time to time in advertising or marketing a Fund's shares,
including data from Lipper Analytical Services, Inc., Bank Rate
Monitor, N. Palm Beach, Fla. 33408, Bond 20-Bond Index, Moody's
Bond Survey Bond Index, Lehman Corporate Bond Index,
IBC/Donoghue's Money Fund Report, S&P 500 Index, Lehman Brothers
Government/Corporate Bond Index, the Dow Jones Industrial
Average, CDA/Wiesenberger Investment Companies Service, Mutual
Fund Values; Mutual Fund Forecaster, Schabacker Investment
Management, Inc., Morningstar, Inc. and other industry
publications.

GENERAL INFORMATION

The Trust was organized as an unincorporated business
trust under the laws of the Commonwealth of Massachusetts
pursuant to an Agreement and Declaration of Trust (the "Trust
Agreement") dated October 19, 1994, and has not engaged in
active business to the date of this Prospectus. The Trust is
authorized to issue an unlimited number of shares of beneficial
interest, par value $.001 per share. The Trust's shares are
classified into three classes. Each share has one vote and
shareholders will vote in the aggregate and not by class except
as otherwise required by law or with respect to any matter which
affects only one class.

To date, the Board of Trustees has authorized the
creation of 12 separate portfolios of shares. All consideration
received by the Trust for shares of one of the portfolios and
all assets in which such consideration is invested will belong
to that portfolio (subject only to the rights of creditors of
the Trust) and will be subject to the liabilities related
thereto. The income attributable to, and the expenses of, one
portfolio (and as to classes within a portfolio) are treated
separately from those of the other portfolios (and classes).
The Trust has the ability to create, from time to time, new
portfolios without shareholder approval.

Under Massachusetts law, shareholders could, under
certain circumstances, be held personally liable for the
obligations of the Trust. However, the Trust Agreement
disclaims shareholder liability for acts or obligations of the
Trust and requires that notice of such disclaimer be given in
each agreement, obligation or instrument entered into or
executed by the Trust or a Trustee. The Trust Agreement
provides for indemnification from the Trust's property for all
losses and expenses of any shareholder held personally liable
for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations, a possibility which
management believes is remote. Upon payment of any liability
incurred by the Trust, the shareholder paying such liability
will be entitled to reimbursement from the general assets of the
Trust. The Trustees intend to conduct the operations of the
Trust in such a way so as to avoid, as far as possible, ultimate
liability of the shareholders for liabilities of the Trust. As
described under "Management of the Trust" in the Statement of
Additional Information, the Trust ordinarily will not hold
shareholder meetings; however, shareholders under certain
circumstances have the right to call a meeting of shareholders
for the purpose of voting to remove Trustees.

The Transfer Agent maintains a record of each
investor's ownership and sends confirmations and statements of
account.

Investor inquiries may be made by writing to the Trust
at the address shown on page one or by calling the appropriate
telephone number.

No person has been authorized to give any information
or to make any representations other than those contained in
this Prospectus and in the Trust's official sales literature in
connection with the offer of the Funds' shares, and, if given or
made, such other information or representations must not be
relied upon as having been authorized by the Trust. This
Prospectus does not constitute an offer in any State in which,
or to any person to whom, such offering may not lawfully be
made.

<PAGE>
APPENDIX

Certain Portfolio Securities

Equity Securities

American, European and Continental Depositary Receipts--(Asset
Allocation, Equity Income, Growth, International and Special
Opportunities Funds only) Securities of foreign issuers may be
sold in the form of American Depositary Receipts ("ADRs") and
European Depositary Receipts ("EDRs"). These securities may not
necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts
typically issued by a United States bank or trust company which
evidence ownership of underlying securities issued by a foreign
corporation. EDRs, which are sometimes referred to as
Continental Depositary Receipts ("CDRs"), are receipts issued in
Europe typically by non-United States banks and trust companies
that evidence ownership of either foreign or domestic
securities. Generally, ADRs in registered form are designed for
use in the United States securities markets and EDRs and CDRs in
bearer form are designed for use in Europe.

Warrants--(Asset Allocation and Equity Funds only) A warrant is
an instrument issued by a corporation which gives the holder the
right to subscribe to a specified amount of the corporation's
capital stock at a set price for a specified period of time.
Each of these Funds may invest up to 5% of its net assets in
warrants, except that this limitation does not apply to warrants
acquired in units or attached to securities.

Fixed-Income Securities

Convertible Securities--(Asset Allocation, Equity and Bond Funds
only) Convertible securities are fixed-income securities that
may be converted at either a stated price or stated rate into
underlying shares of common stock. Convertible securities have
general characteristics similar to both fixed-income and equity
securities. Although to a lesser extent than with fixed-income
securities generally, the market value of convertible securities
tends to decline as interest rates increase and, conversely,
tends to increase as interest rates decline. In addition,
because of the conversion feature, the market value of
convertible securities tends to vary with fluctuations in the
market value of the underlying common stock, and, therefore,
also will react to variations in the general market for equity
securities. A unique feature of convertible securities is that
as the market price of the underlying common stock declines,
convertible securities tend to trade increasingly on a yield
basis, and so may not experience market value declines to the
same extent as the underlying common stock. When the market
price of the underlying common stock increases, the prices of
the convertible securities tend to rise as a reflection of the
value of the underlying common stock. While no securities
investments are without risk, investments in convertible
securities generally entail less risk than investments in common
stock of the same issuer.

As fixed-income securities, convertible securities are
investments that provide for a stable stream of income with
generally higher yields than common stocks. Of course, like all
fixed-income securities, there can be no assurance of current
income because the issuers of the convertible securities may
default on their obligations. Convertible securities, however,
generally offer lower interest or dividend yields than non-
convertible securities of similar quality because of the
potential for capital appreciation. A convertible security, in
addition to providing fixed income, offers the potential for
capital appreciation through the conversion feature, which
enables the holder to benefit from increases in the market price
of the underlying common stock. There can be no assurance of
capital appreciation, however, because securities prices
fluctuate.

Convertible securities generally are subordinated to
other similar but non-convertible securities of the same issuer,
although convertible bonds, as corporate debt obligations, enjoy
seniority in right of payment to all equity securities, and
convertible preferred stock is senior to common stock, of the
same issuer. Because of the subordination feature, however,
convertible securities typically have lower ratings than similar
non-convertible securities.

U.S. Government Securities--These securities are described under
"Taxable Money Market Instruments--U.S. Government Securities"
below and may be purchased without regard to maturity.

Zero Coupon and Stripped Securities--(Asset Allocation, Equity,
Bond and Municipal Bond Funds only) Zero coupon U.S. Treasury
securities are Treasury Notes and Bonds that have been stripped
of their unmatured interest coupons, the coupons themselves and
receipts or certificates representing interests in such stripped
debt obligations and coupons. Zero coupon securities also are
issued by corporations and financial institutions which
constitute a proportionate ownership of the issuer's pool of
underlying U.S. Treasury securities. A zero coupon security
pays no interest to its holder during its life and is sold at a
discount to its face value at maturity. The amount of the
discount fluctuates with the market price of the security. The
market prices of zero coupon securities generally are more
volatile than the market prices of securities that pay interest
periodically and are likely to respond to a greater degree to
changes in interest rates than non-zero coupon securities having
similar maturities and credit qualities.

Participation Interests--(Asset Allocation, Equity, Bond and
Money Market Funds only) A participation interest gives the
purchaser an undivided interest in a security in the proportion
that such purchaser's participation interest bears to the total
principal amount of the security. These instruments may have
fixed, floating or variable rates of interest, with, in the case
of the Money Market Fund, remaining maturities of 13 months or
less. If the participation interest is unrated, or has been
given a rating below that which is permissible for purchase by a
Fund, the participation interest will be backed by an
irrevocable letter of credit or guarantee of a bank, or the
payment obligation otherwise will be collateralized by U.S.
Government securities, or, in the case of unrated participation
interests, the Investment Adviser must have determined that the
instrument is of comparable quality to those instruments in
which such Fund may invest.

Mortgage-Related Securities--(Asset Allocation, Equity and Bond
Funds only) Mortgage-related securities are securities
collateralized by pools of mortgage loans assembled for sale to
investors by various governmental agencies, such as the
Government National Mortgage Association and government-related
organizations such as the Federal National Mortgage Association
and the Federal Home Loan Mortgage Corporation, as well as by
private issuers such as commercial banks, savings and loan
institutions, mortgage banks and private mortgage insurance
companies, and similar foreign entities. Mortgage-related
securities are a form of derivative security. The mortgage-
related securities which may be purchased include those with
fixed, floating and variable interest rates, those with interest
rates that change based on multiples of changes in interest
rates and those with interest rates that change inversely to
changes in interest rates, as well as stripped mortgage-backed
securities. Stripped mortgage-backed securities usually are
structured with two classes that receive different proportions
of interest and principal distributions on a pool of mortgage-
backed securities or whole loans. A common type of stripped
mortgage-backed security will have one class receiving some of
the interest and most of the principal from the mortgage
collateral, while the other class will receive most of the
interest and the remainder of the principal. In the most
extreme case, one class will receive all of the interest (the
interest-only or "IO" class), while the other class will receive
all of the principal (the principal-only or "PO" class).
Although certain mortgage-related securities are guaranteed by a
third party or otherwise similarly secured, the market value of
the security, which may fluctuate, is not so secured. If a
mortgage-related security is purchased at a premium, all or part
of the premium may be lost if there is a decline in the market
value of the security, whether resulting from changes in
interest rates or prepayments in the underlying mortgage
collateral. As with other interest-bearing securities, the
prices of certain of these securities are inversely affected by
changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates rise,
the converse is not necessarily true, since in periods of
declining interest rates the mortgages underlying the security
are more likely to prepay. For this and other reasons, a
mortgage-related security's stated maturity may be shortened by
unscheduled prepayments on the underlying mortgages, and,
therefore, it is not possible to predict accurately the
security's return to a Fund. Moreover, with respect to stripped
mortgage-backed securities, if the underlying mortgage
securities experience greater than anticipated prepayments of
principal, the Fund may fail to fully recoup its initial
investment in these securities even if the securities are rated
in the highest rating category by a nationally recognized
statistical rating organization. In addition, regular payments
received in respect of mortgage-related securities include both
interest and principal. No assurance can be given as to the
return the Fund will receive when these amounts are reinvested.
For further discussion concerning the investment considerations
involved, see "Description of the Funds--Risk Factors--Fixed-
Income Securities" and "Illiquid Securities" below and
"Investment Objectives and Management Policies--Portfolio
Securities--Mortgage-Related Securities" in the Statement of
Additional Information.

Asset-Backed Securities--(Asset Allocation, Equity and Bond
Funds only) The securitization techniques used for asset-backed
securities are similar to those used for mortgage-related secur-
ities. Asset-backed securities are a form of derivative
security. These securities include debt securities and
securities with debt-like characteristics. The collateral for
these securities has included home equity loans, automobile and
credit card receivables, boat loans, computer leases, airplane
leases, mobile home loans, recreational vehicle loans and
hospital account receivables. These Funds may invest in these
and other types of asset-backed securities that may be developed
in the future.

Asset-backed securities present certain risks that are
not presented by mortgage-backed securities. Primarily, these
securities do not have the benefit of the same security interest
in the related collateral. Credit card receivables generally
are unsecured and the debtors are entitled to the protection of
a number of state and Federal consumer credit laws, many of
which give such debtors the right to set off certain amounts
owed on the credit cards, thereby reducing the balance due.
Most issuers of asset-backed securities backed by automobile
receivables permit the servicers of such receivables to retain
possession of the underlying obligations. If the servicer were
to sell these obligations to another party, there is a risk that
the purchaser would acquire an interest superior to that of the
holders of the related asset-backed securities. In addition,
because of the large number of vehicles involved in a typical
issuance and technical requirements under state laws, the
trustee for the holders of asset-backed securities backed by
automobile receivables may not have a proper security interest
in all of the obligations backing such receivables. Therefore,
there is the possibility that recoveries on repossessed
collateral may not, in some cases, be available to support
payments on these securities.

Municipal Obligations--(Asset Allocation, Equity, Bond and
Municipal Funds only) Municipal Obligations generally include
debt obligations issued to obtain funds for various public
purposes as well as certain industrial development bonds issued
by or on behalf of public authorities. While in general,
Municipal Obligations are tax exempt securities having
relatively low yields as compared to taxable, non-municipal
obligations of similar quality, certain issues of Municipal
Obligations, both taxable and non-taxable, offer yields
comparable and in some cases greater than the yields available
on other permissible investments. Dividends received by
shareholders of a Fund, other than a Municipal Fund, which are
attributable to interest income received by it from Municipal
Obligations generally will be subject to Federal income tax.
Municipal Obligations bear fixed, floating or variable rates of
interest, which are determined in some instances by formulas
under which the Municipal Obligation's interest rate will change
directly or inversely to changes in interest rates or an index,
or multiples thereof, in many cases subject to a maximum and
minimum. Each of these Funds, other than the Municipal Funds,
currently intends to invest no more than 25% of its respective
assets in Municipal Obligations. However, this percentage may
be varied from time to time without shareholder approval.

Unregistered Notes--(Asset Allocation, Equity, Bond and Money
Market Funds only) Each of these Funds may purchase unsecured
promissory notes ("Notes") which are not readily marketable and
have not been registered under the Securities Act of 1933, as
amended, provided such investments are consistent with such
Fund's goal.

Foreign Government Obligations; Securities of Supranational
Entities--(Asset Allocation, International Equity, Growth,
Special Opportunities, Bond and Money Market Funds only) Each of
these Funds may invest in obligations issued or guaranteed by
one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities that are determined
by the Investment Adviser to be of comparable quality to the
other obligations in which such Fund may invest. Such
securities also include debt obligations of supranational
entities. Supranational entities include international
organizations designated or supported by governmental entities
to promote economic reconstruction or development and
international banking institutions and related government
agencies. Examples include the International Bank for
Reconstruction and Development (the World Bank), the European
Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank. The percentage of a Fund's
assets invested in securities issued by foreign governments will
vary depending on the relative yields of such securities, the
economic and financial markets of the countries in which the
investments are made and the interest rate climate of such
countries.

Ratings--The ratings of Moody's, S&P, Fitch and Duff represent
their opinions as to the quality of the obligations which they
undertake to rate. It should be emphasized, however, that
ratings are relative and subjective and, although ratings may be
useful in evaluating the safety of interest and principal
payments, they do not evaluate the market value risk of such
obligations. Therefore, although these ratings may be an
initial criterion for selection of portfolio investments, the
Investment Adviser also will evaluate such obligations and the
ability of their issuers to pay interest and principal. Each
Fund will rely on the Investment Adviser's judgment, analysis
and experience in evaluating the creditworthiness of an issuer.
In this evaluation, the Investment Adviser will take into
consideration, among other things, the issuer's financial
resources, its sensitivity to economic conditions and trends,
the quality of the issuer's management and regulatory matters.
It also is possible that a rating agency might not timely change
the rating on a particular issue to reflect subsequent events.
Once the rating of a security held by a Fund has been changed,
the Investment Adviser will consider all circumstances deemed
relevant in determining whether such Fund should continue to
hold the security.

Taxable Money Market Instruments

Each Fund may invest, in the circumstances described
under "Description of the Funds--Management Policies," in the
following types of Money Market Instruments, each of which at
the time of purchase must have or be deemed to have under the
rules of the Securities and Exchange Commission remaining
maturities of 13 months or less.

U.S. Government Securities--Securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities include
U.S. Treasury securities that differ in their interest rates,
maturities and times of issuance. Treasury Bills have initial
maturities of one year or less; Treasury Notes have initial
maturities of one to ten years; and Treasury Bonds generally
have initial maturities of greater than ten years. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities, for example, Government National Mortgage
Association pass-through certificates, are supported by the full
faith and credit of the U.S. Treasury; others, such as those of
the Federal Home Loan Banks, by the right of the issuer to
borrow from the U.S. Treasury; others, such as those issued by
the Federal National Mortgage Association, by discretionary
authority of the U.S. Government to purchase certain obligations
of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the
credit of the agency or instrumentality. These securities bear
fixed, floating or variable rates of interest. Principal and
interest may fluctuate based on generally recognized reference
rates or the relationship of rates. While the U.S. Government
provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it
will always do so, because it is not so obligated by law.

Bank Obligations--(each Fund, except U.S. Government Money
Market Fund) Bank obligations include certificates of deposit,
time deposits, bankers' acceptances and other short-term
obligations of domestic banks, foreign subsidiaries of domestic
banks, foreign branches of domestic banks, and domestic and
foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to
such securities issued by foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, a Fund may be subject to additional
investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of
U.S. domestic issuers. Such risks include possible future
political and economic developments, the possible imposition of
foreign withholding taxes on interest income payable on the
securities, the possible establishment of exchange controls or
the adoption of other foreign governmental restrictions which
might adversely affect the payment of principal and interest on
these securities and the possible seizure or nationalization of
foreign deposits.

Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.

Time deposits are non-negotiable deposits maintained
in a banking institution for a specified period of time at a
stated interest rate. Time deposits which may be held by each
Fund will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation.

Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument
upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or
variable interest rates.

Repurchase Agreements--Repurchase agreements involve the
acquisition by a Fund of an underlying debt instrument, subject
to an obligation of the seller to repurchase, and such Fund to
resell, the instrument at a fixed price usually not more than
one week after its purchase. Certain costs may be incurred by a
Fund in connection with the sale of the securities if the seller
does not repurchase them in accordance with the repurchase
agreement. In addition, if bankruptcy proceedings are commenced
with respect to the seller of the securities, realization on the
securities by a Fund may be delayed or limited. Pursuant to an
order obtained from the Securities and Exchange Commission, each
Fund also is permitted to enter into overnight repurchase
agreements with the Manager or an affiliate of the Manager
subject to the terms and conditions of such order.

Certain Corporate Obligations--(each Fund, except U.S.
Government Money Market Fund) Commercial paper consists of
short-term, unsecured promissory notes issued by domestic or
foreign entities to finance short-term credit needs. Floating
and variable rate demand notes and bonds are obligations
ordinarily having stated maturities in excess of one year, but
which permit the holder to demand payment of principal at any
time or at specified intervals. Variable rate demand notes
include variable amount master demand notes, which are
obligations that permit a Fund to invest fluctuating amounts at
varying rates of interest pursuant to direct arrangements
between the Fund, as lender, and the borrower. These notes
permit daily changes in the amounts borrowed. As mutually
agreed between the parties, the Fund may increase the amount
under the notes at any time up to the full amount provided by
the note agreement, or decrease the amount, and the borrower may
repay up to the full amount of the note without penalty.
Because these obligations are direct lending arrangements
between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally
is no established secondary market for these obligations,
although they are redeemable at face value, plus accrued
interest, at any time. Accordingly, where these obligations are
not secured by letters of credit or other credit support
arrangements, a Fund's right to redeem is dependent on the
ability of the borrower to pay principal and interest on demand.

Tax Exempt Money Market Instruments

Tax Exempt Participation Interests--(Municipal Funds only) A
participation interest in Municipal Obligations (such as
industrial development bonds and municipal lease/purchase
agreements) gives the purchaser an undivided interest in the
Municipal Obligation in the proportion that such purchaser's
participation interest bears to the total principal amount of
the Municipal Obligation. These instruments may have fixed,
floating or variable rates of interest, with remaining
maturities of 13 months or less. If the participation interest
is unrated, or has been given a rating below that which
otherwise is permissible for purchase by a Fund, the
participation interest will be backed by an irrevocable letter
of credit or guarantee of a bank that the Board of Trustees has
determined meets the prescribed quality standards for banks set
forth above, or the payment obligation otherwise will be
collateralized by U.S. Government securities. For certain
participation interests, a Fund will have the right to demand
payment, on not more than seven days' notice, for all or any
part of such Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments,
each Fund intends to exercise its right to demand payment only
upon a default under the terms of the Municipal Obligation, as
needed to provide liquidity to meet redemptions, or to maintain
or improve the quality of its investment portfolio. No Fund
will invest more than 15% (10% in the case of the Municipal
Money Market Fund) of the value of its net assets in
participation interests that do not have this demand feature,
and in other illiquid securities.

Tender Option Bonds--(Municipal Funds only) A tender option bond
is a Municipal Obligation (generally held pursuant to a
custodial arrangement) having a relatively long maturity and
bearing interest at a fixed rate substantially higher than
prevailing short-term tax exempt rates, that has been coupled
with the agreement of a third party, such as a bank, broker-
dealer or other financial institution, pursuant to which such
institution grants the security holders the option, at periodic
intervals, to tender their securities to the institution and
receive the face value thereof. As consideration for providing
the option, the financial institution receives periodic fees
equal to the difference between the Municipal Obligation's fixed
coupon rate and the rate, as determined by a remarketing or
similar agent at or near the commencement of such period, that
would cause the securities, coupled with the tender option, to
trade at par on the date of such determination. Thus, after
payment of this fee, the security holder effectively holds a
demand obligation that bears interest at the prevailing short-
term tax exempt rate. The Investment Adviser, on behalf of a
Fund, will consider on an ongoing basis the creditworthiness of
the issuer of the underlying Municipal Obligation, of any
custodian and of the third party provider of the tender option.
In certain instances and for certain tender option bonds, the
option may be terminable in the event of a default in payment of
principal or interest on the underlying Municipal Obligations
and for other reasons. No Fund will invest more than 15% (10%
in the case of the Money Market Funds) of the value of its net
assets in securities that are illiquid, which would include
tender option bonds as to which it cannot exercise the tender
feature on not more than seven days' notice if there is no
secondary market available for these obligations.

Stand-By Commitments--(Municipal Funds only) Each Municipal Fund
may acquire "stand-by commitments" with respect to Municipal
Obligations held in its portfolio. Under a stand-by commitment,
the Fund obligates a broker, dealer or bank to repurchase, at
the Fund's option, specified securities at a specified price
and, in this respect, stand-by commitments are comparable to put
options. The exercise of a stand-by commitment therefore is
subject to the ability of the seller to make payment on demand.
Each Municipal Fund will acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise
its rights thereunder for trading purposes. Each Municipal Fund
may pay for stand-by commitments if such action is deemed
necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such
security's yield to investors.

Illiquid Securities

Each Fund may invest up to 15% (10% in the case of the Money
Market Funds) of the value of its net assets in securities as to
which a liquid trading market does not exist, provided such
investments are consistent with the Fund's investment objective.
Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal
or contractual restrictions on resale, repurchase agreements
providing for settlement in more than seven days after notice,
and certain options traded in the over-the-counter market and
securities used to cover such options. As to these securities,
a Fund is subject to a risk that should such Fund desire to sell
them when a ready buyer is not available at a price the Fund
deems representative of their value, the value of such Fund's
net assets could be adversely affected.

Investment Techniques

Leverage Through Borrowing--(Asset Allocation, Equity, Bond and,
to a limited extent, Money Market Funds only) Borrowing for
investment purposes is known as leveraging and generally will be
unsecured, except to the extent a Fund enters into reverse
repurchase agreements described below. The Money Market Fund
may borrow for investment purposes only through entering into
reverse repurchase agreements. The 1940 Act requires each Fund
that engages in such borrowing to maintain continuous asset
coverage (that is, total assets including borrowings, less
liabilities exclusive of borrowings) of 300% of the amount
borrowed. If the 300% asset coverage should decline as a result
of market fluctuations or other reasons, the Fund may be
required to sell some of its portfolio holdings within three
days to reduce the debt and restore the 300% asset coverage,
even though it may be disadvantageous from an investment
standpoint to sell securities at that time. Leveraging may
exaggerate the effect on net asset value of any increase or
decrease in the market value of the Fund's portfolio. Money
borrowed for leveraging will be subject to interest costs that
may or may not be recovered by appreciation of the securities
purchased; in certain cases, interest costs may exceed the
return received on the securities purchased. The Fund also may
be required to maintain minimum average balances in connection
with such borrowing or to pay a commitment or other fee to
maintain a line of credit; either of these requirements would
increase the cost of borrowing over the stated interest rate.

Among the forms of borrowing in which a Fund may
engage is the entry into reverse repurchase agreements with
banks, brokers or dealers. These transactions involve the
transfer by the Fund of an underlying debt instrument in return
for cash proceeds based on a percentage of the value of the
security. The Fund retains the right to receive interest and
principal payments on the security. At an agreed upon future
date, the Fund repurchases the security at principal, plus
accrued interest. In certain types of agreements, there is no
agreed upon repurchase date and interest payments are calculated
daily, often based on the prevailing overnight repurchase rate.
The Fund will maintain in a segregated custodial account cash or
U.S. Government securities or other high quality liquid debt
securities at least equal to the aggregate amount of its reverse
repurchase obligations, plus accrued interest, in certain cases,
in accordance with releases promulgated by the Securities and
Exchange Commission. The Securities and Exchange Commission
views reverse repurchase transactions as collateralized
borrowings by the Fund. These agreements, which are treated as
if reestablished each day, are expected to provide the Fund with
a flexible borrowing tool.

Short-Selling--(Asset Allocation, Equity and Bond Funds only)
Each of these Funds may make short sales, which are transactions
in which the Fund sells a security it does not own in
anticipation of a decline in the market value of that security.
To complete such a transaction, the Fund must borrow the
security to make delivery to the buyer. The Fund then is
obligated to replace the security borrowed by purchasing it at
the market price at the time of replacement. The price at such
time may be more or less than the price at which the security
was sold by the Fund. Until the security is replaced, the Fund
is required to pay to the lender amounts equal to any dividends
or interest which accrue during the period of the loan. To
borrow the security, the Fund also may be required to pay a
premium, which would increase the cost of the security sold.
The proceeds of the short sale will be retained by the broker,
to the extent necessary to meet margin requirements, until the
short position is closed out.

Until a Fund closes its short position or replaces the
borrowed security, the Fund will: (a) maintain a segregated
account, containing cash or U.S. Government securities, at such
a level that (i) the amount deposited in the account plus the
amount deposited with the broker as collateral will equal the
current value of the security sold short and (ii) the amount
deposited in the segregated account plus the amount deposited
with the broker as collateral will not be less than the market
value of the security at the time it was sold short; or
(b) otherwise cover its short position.

The Fund will incur a loss as a result of the short
sale if the price of the security increases between the date of
the short sale and the date on which the Fund replaces the
borrowed security. The Fund will realize a gain if the security
declines in price between those dates. This result is the
opposite of what one would expect from a cash purchase of a long
position in a security. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount
of any premium or amounts in lieu of dividends or interest a
Fund may be required to pay in connection with a short sale.

Each Fund may purchase call options to provide a hedge
against an increase in the price of a security sold short by
such Fund. When a Fund purchases a call option it has to pay a
premium to the person writing the option and a commission to the
broker selling the option. If the option is exercised by the
Fund, the premium and the commission paid may be more than the
amount of the brokerage commission charged if the security were
to be purchased directly. See "Options Transactions" below.

It is expected that the frequency of short sales on
behalf of each Fund will vary substantially under different
market conditions, and it is not intended that any specified
portion of a Fund's assets, as a matter of practice, will be
invested in short sales. However, no securities will be sold
short if, after effect is given to any such short sale, the
total market value of all securities sold short would exceed 25%
of the value of the Fund's net assets. A Fund will not sell
short the securities of any single issuer listed on a national
securities exchange to the extent of more than 5% of the value
of such Fund's net assets and will not sell short the securities
of any class of an issuer to the extent, at the time of
transaction, of more than 5% of the outstanding securities of
that class.

In addition to the short sales discussed above, each
Fund may make short sales "against the box," a transaction in
which a Fund enters into a short sale of a security which such
Fund owns. The proceeds of the short sale will be held by a
broker until the settlement date at which time the Fund delivers
the security to close the short position. The Fund receives the
net proceeds from the short sale. At no time will a Fund have
more than 15% of the value of its net assets in deposits on
short sales against the box.

Options Transactions--(Asset Allocation, Equity and Bond Funds
only) Each of these Funds is permitted to invest up to 5% of its
assets, represented by the premium paid, in the purchase of call
and put options.

Each of these Funds is permitted to purchase call and
put options in respect of specific securities (or groups or
"baskets" of specific securities) in which the Fund may invest.
Each Fund may write and sell covered call option contracts on
securities owned by the Fund not exceeding 20% of the market
value of its net assets at the time such option contracts are
written. Each Fund also may purchase call options to enter into
closing purchase transactions. Each Fund also may write covered
put option contracts to the extent of 20% of the value of its
net assets at the time such option contracts are written. A
call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security at the
exercise price at any time during the option period.
Conversely, a put option gives the purchaser of the option the
right to sell, and obligates the writer to buy, the underlying
security at the exercise price at any time during the option
period. A covered put option sold by a Fund exposes the Fund
during the term of the option to a decline in price of the
underlying security or securities. A put option sold by a Fund
is covered when, among other things, cash or liquid securities
are placed in a segregated account with the Trust's custodian to
fulfill the obligation undertaken.

Each of these Funds also may purchase and sell call
and put options on foreign currency for the purpose of hedging
against changes in future currency exchange rates. Call options
convey the right to buy the underlying currency at a price which
is expected to be lower than the spot price of the currency at
the time the option expires. Put options convey the right to
sell the underlying currency at a price which is anticipated to
be higher than the spot price of the currency at the time the
option expires.

Each of these Funds also may purchase cash-settled
options on interest rate swaps, interest rate swaps denominated
in foreign currency and equity index swaps. See "--Interest
Rate and Equity Index Swaps" below. A cash-settled option on a
swap gives the purchaser the right, but not the obligation, in
return for the premium paid, to receive an amount of cash equal
to the value of the underlying swap as of the exercise date.
These options typically are purchased in privately negotiated
transactions from financial institutions, including securities
brokerage firms.

Each of these Funds may purchase and sell call and put
options on stock indexes listed on U.S. securities exchanges or
traded in the over-the-counter market. A stock index fluctuates
with changes in the market values of the stocks included in the
index. Because the value of an index option depends upon
movements in the level of the index rather than the price of a
particular stock, whether a Fund will realize a gain or loss
from the purchase or writing of options on an index depends upon
movements in the level of stock prices in the stock market
generally or, in the case of certain indexes, in an industry or
market segment, rather than movements in the price of a
particular stock.

Successful use by a Fund of options will be subject to
the Investment Adviser's ability to predict correctly movements
in the direction of individual stocks, the stock market
generally, foreign currencies or interest rates. To the extent
the Investment Adviser's predictions are incorrect, the Fund may
incur losses which could adversely affect the value of a
shareholder's investment.

Futures Contracts and Options on Futures Contracts--(Asset
Allocation, Equity, Bond and Municipal Bond Funds only) Each of
these Funds may enter into stock index futures contracts,
interest rate futures contracts and currency futures contracts,
and options with respect thereto. See "--Options Transactions"
above. These transactions will be entered into as a substitute
for comparable market positions in the underlying securities or
for hedging purposes. Although none of these Funds would be a
commodity pool, each would be subject to rules of the CFTC
limiting the extent to which it could engage in these
transactions.

Each of these Funds' commodities transactions must
constitute bona fide hedging or other permissible transactions
pursuant to regulations promulgated by the CFTC. In addition, a
Fund may not engage in such transactions if the sum of the
amount of initial margin deposits and premiums paid for
unexpired commodity options, other than for bona fide hedging
transactions, would exceed 5% of the liquidation value of the
Fund's assets, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into;
provided, however, that in the case of an option that is in-the-
money at the time of purchase, the in-the-money amount may be
excluded in calculating the 5%. To the extent a Fund engages in
the use of futures and options on futures for other than bona
fide hedging purposes, the Fund may be subject to additional
risk.

Engaging in these transactions involves risk of loss
to a Fund which could adversely affect the value of a
shareholder's investment. Although each of these Funds intends
to purchase or sell futures contracts only if there is an active
market for such contracts, no assurance can be given that a
liquid market will exist for any particular contract at any
particular time. Many futures exchanges and boards of trade
limit the amount of fluctuation permitted in futures contract
prices during a single trading day. Once the daily limit has
been reached in a particular contract, no trades may be made
that day at a price beyond that limit or trading may be
suspended for specified periods during the trading day. Futures
contract prices could move to the limit for several consecutive
trading days with little or no trading, thereby preventing
prompt liquidation of futures positions and potentially
subjecting the Fund to substantial losses. In addition,
engaging in futures transactions in foreign markets may involve
greater risks than trading in domestic exchanges.

Successful use of futures by a Fund also is subject to
the Investment Adviser's ability to predict correctly movements
in the direction of the market, interest rates or foreign
currencies and, to the extent the transaction is entered into
for hedging purposes, to ascertain the appropriate correlation
between the transaction being hedged and the price movements of
the futures contract. For example, if a Fund has hedged against
the possibility of a decline in the market adversely affecting
the value of securities held in its portfolio and prices
increase instead, the Fund will lose part or all of the benefit
of the increased value of securities which it has hedged because
it will have offsetting losses in its futures positions. In
addition, in such situations, if the Fund has insufficient cash,
it may have to sell securities to meet daily variation margin
requirements. Such sales of securities may, but will not
necessarily, be at increased prices which reflect the rising
market. A Fund may have to sell securities at a time when it
may be disadvantageous to do so.

Pursuant to regulations and/or published positions of
the Securities and Exchange Commission, each of these Funds may
be required to segregate cash or high quality money market
instruments in connection with its commodities transactions in
an amount generally equal to the value of the underlying
commodity. The segregation of such assets will have the effect
of limiting the Fund's ability otherwise to invest those assets.

Interest Rate and Equity Index Swaps--(Asset Allocation, Equity
and Bond Funds only) Each of these Funds may enter into interest
rate swaps and equity index swaps, to the extent described under
"Description of the Funds--Management Policies," in pursuit of
their respective investment objectives. Interest rate swaps
involve the exchange by a Fund with another party of their
respective commitments to pay or receive interest (for example,
an exchange of floating-rate payments for fixed-rate payments).
Equity index swaps involve the exchange by a Fund with another
party of cash flows based upon the performance of an index or a
portion of an index which usually includes dividends. In each
case, the exchange commitments can involve payments to be made
in the same currency or in different currencies.

Each of these Funds usually will enter into swaps on a
net basis. In so doing, the two payment streams are netted out,
with the Fund receiving or paying, as the case may be, only the
net amount of the two payments. If a Fund enters into a swap,
it would maintain a segregated account in the full amount
accrued on a daily basis of the Fund's obligations with respect
to the swap. Each of these Funds will enter into swap
transactions with counterparties only if: (i) for transactions
with maturities under one year, such counterparty has
outstanding short-term paper rated at least A-1 by S&P, Prime-1
by Moody's, F-1 by Fitch or Duff-1 by Duff, or (ii) for
transactions with maturities greater than one year, the
counterparty has outstanding debt securities rated at least Aa
by Moody's or AA by S&P, Fitch or Duff. If there is a default
by the other party to such a transaction, the Fund will have
contractual remedies pursuant to the agreements related to the
transaction.

The use of swaps is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio security transactions.
There is no limit on the amount of swap transactions that may be
entered into by a Fund. These transactions do not involve the
delivery of securities or other underlying assets or principal.
Accordingly, the risk of loss with respect to swaps is limited
to the net amount of payments that a Fund is contractually
obligated to make. If the other party to a swap defaults, the
relevant Fund's risk of loss consists of the net amount of
payments that such Fund contractually is entitled to receive.

Foreign Currency Transactions--(Asset Allocation, Growth,
International Equity, Special Opportunities and International
Bond Funds only) Each of these Funds may engage in currency
exchange transactions either on a spot (i.e., cash) basis at the
rate prevailing in the currency exchange market, or through
entering into forward contracts to purchase or sell currencies.
A forward currency exchange contract involves an obligation to
purchase or sell a specific currency at a future date, which
must be more than two days from the date of the contract, at a
price set at the time of the contract. These contracts are
entered into in the interbank market conducted directly between
currency traders (typically commercial banks or other financial
institutions) and their customers.

Each of these Funds also may combine forward currency
exchange contracts with investments in securities denominated in
other currencies.

Each of these Funds also may maintain short positions
in forward currency exchange transactions, which would involve
it agreeing to exchange an amount of a currency it did not
currently own for another currency at a future date in
anticipation of a decline in the value of the currency sold
relative to the currency such Fund contracted to receive in the
exchange.

Future Developments--(Asset Allocation, Equity, Bond and
Municipal Bond Funds only) Each of these Funds may take
advantage of opportunities in the area of options and futures
contracts, options on futures contracts and any other derivative
investments which are not presently contemplated for use by a
Fund or which are not currently available but which may be
developed, to the extent such opportunities are both consistent
with a Fund's investment objective and legally permissible for
such Fund. Before entering into such transactions or making any
such investment, the Trust will provide appropriate disclosure
in its prospectus.

Lending Portfolio Securities--From time to time, each Fund may
lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete
certain transactions. Such loans may not exceed 33-1/3% of the
value of a Fund's total assets. In connection with such loans,
a Fund will receive collateral consisting of cash, U.S.
Government securities or, except in the case of the U.S.
Government Money Market Fund, irrevocable letters of credit
which will be maintained at all times in an amount equal to at
least 100% of the current market value of the loaned securities.
Each Fund can increase its income through the investment of such
collateral. A Fund continues to be entitled to payments in
amounts equal to the interest, dividends and other distributions
payable on the loaned security and receives interest on the
amount of the loan. Such loans will be terminable at any time
upon specified notice. A Fund might experience risk of loss if
the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with such Fund.

Forward Commitments--Each Fund may purchase securities on a
when-issued or forward commitment basis, which means that the
price is fixed at the time of commitment, but delivery and
payment ordinarily take place a number of days after the date of
the commitment to purchase. A Fund will make commitments to
purchase such securities only with the intention of actually
acquiring the securities, but the Fund may sell these securities
before the settlement date if it is deemed advisable. The Fund
will not accrue income in respect of a security purchased on a
forward commitment basis prior to its stated delivery date.

Securities purchased on a when-issued or forward
commitment basis and certain other securities held in a Fund's
portfolio are subject to changes in value (both generally
changing in the same way, i.e., appreciating when interest rates
decline and depreciating when interest rates rise) based upon
the public's perception of the creditworthiness of the issuer
and changes, real or anticipated, in the level of interest
rates. Securities purchased on a when-issued or forward
commitment basis may expose a Fund to risk because they may
experience such fluctuations prior to their actual delivery.
Purchasing securities on a when-issued or forward commitment
basis can involve the additional risk that the yield available
in the market when the delivery takes place actually may be
higher than that obtained in the transaction itself. A
segregated account of each Fund consisting of cash or U.S.
Government securities or other high quality liquid debt
securities of the type in which the Fund invests at least equal
at all times to the amount of the when-issued or forward
commitments will be established and maintained at the Trust's
custodian bank. Purchasing securities on a forward commitment
basis when a Fund is fully or almost fully invested may result
in greater potential fluctuation in the value of such Fund's net
assets and its net asset value per share.

Borrowing Money--As a fundamental policy, each Fund is permitted
to borrow to the extent permitted under the 1940 Act. However,
Intermediate Municipal Bond Fund, the Municipal Money Market
Fund and U.S. Government Money Market Fund currently intend to
borrow money only for temporary or emergency (not leveraging)
purposes, in an amount up to 15% of the value of its total
assets (including the amount borrowed) valued at the lesser of
cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings
exceed 5% of such Fund's total assets, the Fund will not make
any additional investments.

<PAGE>

PRAIRIE FUNDS
CLASS A, CLASS B AND CLASS I SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
__________, 1994

This Statement of Additional Information, which
is not
a prospectus, supplements and should be read in conjunction with
the current Prospectus for 12 separate portfolios (each, a
"Fund") of Prairie Funds (the "Trust"), dated _________, 1994,
as it may be revised from time to time. To obtain a copy of the
Trust's Prospectus, please write to the Trust at
________________________________________ or call toll free
1-800-________.

First Chicago Investment Management Company (the
"Investment Adviser" or "FIMCO") serves as each Fund's
investment adviser and administrator.

Concord Financial Group, Inc. (the "Distributor")
serves as the distributor of the Funds' shares.

TABLE OF CONTENTS

Page

Investment Objectives and Management Policies. . . . . . . .B-2
Management of the Trust. . . . . . . . . . . . . . . . . . .B-18
Management Arrangements. . . . . . . . . . . . . . . . . . .B-20
Purchase of Shares . . . . . . . . . . . . . . . . . . . . .B-22
Distribution Plan and Shareholder Services Plan. . . . . . .B-23
Redemption of Shares . . . . . . . . . . . . . . . . . . . .B-24
Determination of Net Asset Value . . . . . . . . . . . . . .B-25
Portfolio Transactions . . . . . . . . . . . . . . . . . . .B-27
Dividends, Distributions and Taxes . . . . . . . . . . . . .B-29
Yield and Performance Information. . . . . . . . . . . . . .B-32
Information About the Trust. . . . . . . . . . . . . . . . .B-33
Counsel and Independent Auditors . . . . . . . . . . . . . .B-35
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . .B-36
Financial Statements . . . . . . . . . . . . . . . . . . . .B-46
Report of Independent Auditors . . . . . . . . . . . . . . .B-__

<PAGE>
INVESTMENT OBJECTIVES AND MANAGEMENT
POLICIES

The following information supplements and should be
read in conjunction with the section in the Trust's Prospectus
entitled "Description of the Funds."

Portfolio Securities

Bank Obligations. (Each Fund, except the U.S.
Government Money Market Fund) Domestic commercial banks
organized under Federal law are supervised and examined by the
Comptroller of the Currency and are required to be members of
the Federal Reserve System and to have their deposits insured by
the Federal Deposit Insurance Corporation (the "FDIC").
Domestic banks organized under state law are supervised and
examined by state banking authorities but are members of the
Federal Reserve System only if they elect to join. In addition,
state banks whose certificates of deposit ("CDs") may be
purchased by each Fund are insured by the FDIC (although such
insurance may not be of material benefit to a Fund, depending on
the principal amount of the CDs of each bank held by such Fund)
and are subject to Federal examination and to a substantial body
of Federal law and regulation. As a result of Federal or state
laws and regulations, domestic branches of domestic banks whose
CDs may be purchased by the Fund generally are required, among
other things, to maintain specified levels of reserves, are
limited in the amounts which they can loan to a single borrower
and are subject to other regulation designed to promote
financial soundness. However, not all of such laws and
regulations apply to the foreign branches of domestic banks.

Obligations of foreign branches of domestic banks,
foreign subsidiaries of domestic banks and domestic and foreign
branches of foreign banks, such as CDs and time deposits
("TDs"), may be general obligations of the parent banks in
addition to the issuing branch, or may be limited by the terms
of a specific obligation and governmental regulation. Such
obligations are subject to different risks than are those of
domestic banks. These risks include foreign economic and
political developments, foreign governmental restrictions that
may adversely affect payment of principal and interest on the
obligations, foreign exchange controls and foreign withholding
and other taxes on interest income. These foreign branches and
subsidiaries are not necessarily subject to the same or similar
regulatory requirements that apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and
accounting, auditing and financial record keeping requirements.
In addition, less information may be publicly available about a
foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.

Obligations of United States branches of foreign banks
may be general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific
obligation or by Federal or state regulation as well as
governmental action in the country in which the foreign bank has
its head office. A domestic branch of a foreign bank with
assets in excess of $1 billion may be subject to reserve
requirements imposed by the Federal Reserve System or by the
state in which the branch is located if the branch is licensed
in that state.

In addition, Federal branches licensed by the
Comptroller of the Currency and branches licensed by certain
states ("State Branches") may be required to: (1) pledge to the
regulator, by depositing assets with a designated bank within
the state, a certain percentage of their assets as fixed from
time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a
specified percentage of the aggregate amount of liabilities of
the foreign bank payable at or through all of its agencies or
branches within the state. The deposits of Federal and State
Branches generally must be insured by the FDIC if such branches
take deposits of less than $100,000.

In view of the foregoing factors associated with the
purchase of CDs and TDs issued by foreign branches of domestic
banks, by foreign subsidiaries of domestic banks, by foreign
branches of foreign banks or by domestic branches of foreign
banks, the Investment Adviser carefully evaluates such
investments on a case-by-case basis.

Repurchase Agreements. The Trust's custodian or sub-
custodian will have custody of, and will hold in a segregated
account, securities acquired by a Fund under a repurchase
agreement. Repurchase agreements are considered by the staff of
the Securities and Exchange Commission to be loans by the Fund.
In an attempt to reduce the risk of incurring a loss on a
repurchase agreement, each Fund will enter into repurchase
agreements only with domestic banks with total assets in excess
of one billion dollars, or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect
to securities of the type in which the Fund may invest, and will
require that additional securities be deposited with it if the
value of the securities purchased should decrease below the
resale price. The Investment Adviser will monitor on an ongoing
basis the value of the collateral to assure that it always
equals or exceeds the repurchase price. The Trust will consider
on an ongoing basis the creditworthiness of the institutions
with which a Fund enters into repurchase agreements.

Commercial Paper and Other Short-Term Corporate
Obligations. (Each Fund, except the U.S. Government Money
Market Fund) Variable rate demand notes include variable amount
master demand notes, which are obligations that permit a Fund to
invest fluctuating amounts at varying rates of interest pursuant
to direct arrangements between the Fund, as lender, and the
borrower. These notes permit daily changes in the amounts
borrowed. As mutually agreed between the parties, the Fund may
increase the amount under the notes at any time up to the full
amount provided by the note agreement, or decrease the amount,
and the borrower may repay up to the full amount of the note
without penalty. Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus
accrued interest, at any time. Accordingly, where these
obligations are not secured by letters of credit or other credit
support arrangements, a Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on
demand. In connection with floating and variable rate demand
obligations, the Investment Adviser will consider, on an ongoing
basis, earning power, cash flow and other liquidity ratios of
the borrower, and the borrower's ability to pay principal and
interest on demand. Such obligations frequently are not rated
by credit rating agencies, and a Fund may invest in them only if
at the time of an investment the borrower meets the criteria set
forth in the Prospectus for other commercial paper issuers.

Mortgage-Related Securities (Asset Allocation, Equity and Bond
Funds only)

Government Agency Securities. Mortgage-related
securities issued by the Government National Mortgage
Association ("GNMA") include GNMA Mortgage Pass-Through
Certificates (also known as "Ginnie Maes") which are guaranteed
as to the timely payment of principal and interest by GNMA and
such guarantee is backed by the full faith and credit of the
United States. GNMA is a wholly-owned U.S. Government
corporation within the department of Housing and Urban
Development. GNMA certificates also are supported by the
authority of GNMA to borrow funds from the U.S. Treasury to make
payments under its guarantee.

Government Related Securities. Mortgage-related
securities issued by the Federal National Mortgage Association
("FNMA") include FNMA Guaranteed Mortgage Pass-Through
Certificates (also known as "Fannie Maes") which are solely the
obligations of the FNMA and are not backed by or entitled to the
full faith and credit of the United States. The FNMA is a
government-sponsored organization owned entirely by private
stockholders. Fannie Maes are guaranteed as to timely payment
of principal and interest by FNMA.

Mortgage-related securities issued by the Federal Home
Loan Mortgage Corporation ("FHLMC") include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or
"PCs"). The FHLMC is a corporate instrumentality of the United
States created pursuant to an Act of Congress, which is owned
entirely by Federal Home Loan Banks. Freddie Macs are not
guaranteed by the United States or by any Federal Home Loan Bank
and do not constitute a debt or obligation of the United States
or of any Federal Home Loan Bank. Freddie Macs entitle the
holder to timely payment of interest, which is guaranteed by the
FHLMC. The FHLMC guarantees either ultimate collection or
timely payment of all principal payments on the underlying
mortgage loans. When the FHLMC does not guarantee timely
payment of principal, FHLMC may remit the amount due on account
of its guarantee of ultimate payment of principal at any time
after default on an underlying mortgage, but in no event later
than one year after it becomes payable.

Municipal Obligations. (Asset Allocation, Equity,
Bond and Municipal Funds only) Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes.
General obligation bonds are secured by the issuer's pledge of
its faith, credit and taxing power for the payment of principal
and interest. Revenue bonds are payable from the revenue
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power.
Industrial development bonds, in most cases, are revenue bonds
and generally do not carry the pledge of the credit of the
issuing municipality, but generally are guaranteed by the
corporate entity on whose behalf they are issued. Notes are
short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a
bond sale, collection of taxes or receipt of other revenues.
Municipal Obligations include municipal lease/purchase
agreements which are similar to installment purchase contracts
for property or equipment issued by municipalities. Certain
Municipal Obligations are subject to redemption at a date
earlier than their stated maturity pursuant to call options,
which may be separated from the related Municipal Obligation and
purchased and sold separately. Each of these Funds will invest
in Municipal Obligations, the ratings of which correspond with
the ratings of other permissible Fund investments.

For the purpose of diversification under the
Investment Company Act of 1940 (the "1940 Act"), the
identification of the issuer of Municipal Obligations depends on
the terms and conditions of the security. When the assets and
revenues of an agency, authority, instrumentality or other
political subdivision are separate from those of the government
creating the subdivision and the security is backed only by the
assets and revenues of the subdivision, such subdivision would
be deemed to be the sole issuer. Similarly, in the case of an
industrial development bond, if that bond is backed only by the
assets and revenues of the non-governmental user, then such non-
governmental user would be deemed to be the sole issuer. If,
however, in either case, the creating government or some other
entity guarantees a security, such a guaranty would be
considered a separate security and will be treated as an issue
of such government or other entity.

The yields on Municipal Obligations are dependent on a
variety of factors, including general economic and monetary
conditions, money market factors, conditions in the Municipal
Obligations market, size of a particular offering, maturity of
the obligation, and rating of the issue. The imposition of the
Fund's management fee, as well as other operating expenses, will
have the effect of reducing the yield to investors.

Municipal lease obligations or installment purchase
contract obligations (collectively, "lease obligations") have
special risks not ordinarily associated with Municipal
Obligations. Although lease obligations do not constitute
general obligations of the municipality for which the
municipality's taxing power is pledged, a lease obligation
ordinarily is backed by the municipality's covenant to budget
for, appropriate and make the payments due under the lease
obligation. However, certain lease obligations contain "non-
appropriation" clauses which provide that the municipality has
no obligation to make lease or installment purchase payments in
future years unless money is appropriated for such purpose on a
yearly basis. Although "non-appropriation" lease obligations
are secured by the leased property, disposition of the property
in the event of foreclosure might prove difficult. The
Municipal Money Market Fund will seek to minimize these risks by
investing only in those lease obligations that (1) are rated in
one of the two highest categories for debt obligations by at
least two nationally recognized statistical rating organizations
(or one rating organization if the lease obligation was rated by
only one such organization); or (2) if unrated, are purchased
principally from the issuer or domestic banks or other
responsible third parties, in each case only if the seller shall
have entered into an agreement with the Municipal Money Market
Fund providing the seller or other responsible third party will
either remarket or repurchase the lease obligations within a
short period after demand by the Fund. With respect to the
Intermediate Municipal Bond Fund, the Board has established
guidelines for the Investment Adviser to determine the liquidity
and appropriate valuation of lease obligations based on factors
which include: (1) the frequency of trades and quotes for the
lease obligation or similar securities; (2) the number of
dealers willing to purchase or sell the lease obligation or
similar securities and the number of other potential buyers; (3)
the willingness of dealers to undertake to make a market in the
security or similar securities; and (4) the nature of the
marketplace trades, including the time needed to dispose of the
security, the method of soliciting offers, and the mechanics of
transfer. Not more than 15% (10% in the case of the Municipal
Money Market Fund) of the value of the Fund's net assets will be
invested in lease obligations that are illiquid and in other
illiquid securities. See "Investment Restriction No. 11" below.

The Intermediate Municipal Bond Fund will purchase
tender option bonds only when it is satisfied that the custodial
and tender option arrangements, including the fee payment
arrangements, will not adversely affect the tax exempt status of
the underlying Municipal Obligations and that payment of any
tender fees will not have the effect of creating taxable income
for the Fund. Based on the tender option bond agreement, the
Trust expects to be able to value the tender option bond at par;
however, the value of the instrument will be monitored to assure
that is valued at fair value.

The Municipal Money Market Fund will not purchase
tender option bonds unless (a) the demand feature applicable
thereto is exercisable by the Fund within 13 months of the date
of such purchase upon no more than 30 days' notice and
thereafter is exercisable by the Fund no less frequently than
annually upon no more than 30 days' notice and (b) at the time
of such purchase, the Investment Adviser reasonably expects (i)
based upon its assessment of current and historical interest
rate trends, that prevailing short-term tax exempt rates will
not exceed the stated interest rate on the underlying Municipal
Obligations at the time of the next tender option to terminate
the tender option would not occur prior to the time of the next
tender opportunity. At the time of each tender opportunity, the
Fund will exercise the tender option with respect to any tender
option bonds unless the Investment Adviser reasonably expects,
(x) based upon its assessment of current and historical interest
rate trends, that prevailing short-term tax exempt rates will
not exceed the stated interest rate on the underlying Municipal
Obligations at the time of the next tender fee adjustment, and
(y) that the circumstances which might entitle the grantor of a
tender option to terminate the tender option would not occur
prior to the time of the next tender opportunity. The Municipal
Money Market Fund will exercise the tender feature with respect
to tender option bonds, or otherwise dispose of its tender
option bonds, prior to the time the tender option is scheduled
to expire pursuant to the terms of the agreement under which the
tender option is granted. The Municipal Money Market Fund
otherwise will comply with the provisions of Rule 2a-7 in
connection with the purchase of tender option bonds, including,
without limitation, the requisite determination by the Board of
Trustees that the tender option bonds in question meet the
quality standards described in Rule 2a-7, which, in the case of
a tender option bond subject to a conditional demand feature,
would include a determination that the security has received
both the required short-term and long-term quality rating or is
determined to be of comparable quality. In the event of a
default of the Municipal Obligation underlying a tender option
bond, or the termination of the tender option agreement, the
Municipal Money Market Fund would look to the maturity date of
the underlying security for purposes of compliance with Rule
2a-7 and, if its remaining maturity was greater than 13 months,
the Fund would sell the security as soon as would be
practicable. The Municipal Money Market Fund will purchase
tender option bonds only when it is satisfied that the custodial
and tender option arrangements, including the fee payment
arrangements, will not adversely affect the tax exempt status of
the underlying Municipal Obligations and that payment of any
tender fees will not have the effect of creating taxable income
for the Fund. Based on the tender option bond agreement, the
Municipal Money Market Fund expects to be able to value the
tender option bond at par; however, the value of the instrument
will be monitored to assure that it is valued at fair value.

If, subsequent to its purchase by the Municipal Money
Market Fund, (a) an issue of rated Municipal Obligations ceases
to be rated in the highest rating category by at least two
ratings organizations (or one rating organization if the
instrument was rated by only one such organization), or the
Trust's Board determines that it is no longer of comparable
quality; or (b) the Investment Adviser becomes aware that any
portfolio security not so highly rated or any unrated security
has been given a rating by any rating organization below the
rating organization's second highest rating category, the
Trust's Board will reassess promptly whether such security
presents minimal credit risk and will cause the Fund to take
such action as it determines is in the best interest of the Fund
and its shareholders, provided that the reassessment required by
clause (b) is not required if the portfolio security is disposed
of or matures within five business days of the Investment
Adviser becoming aware of the new rating and the Trust's Board
is subsequently notified of the Investment Adviser's actions.

To the extent that the ratings given by Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's
Corporation ("S&P") or Fitch Investors Service Inc. ("Fitch")
for Municipal Obligations may change as a result of changes in
such organizations or their rating systems, the Municipal Money
Market Fund will attempt to use comparable ratings as standards
for its investments in accordance with the investment policies
contained in the Trust's Prospectus and this Statement of
Additional Information. The ratings of Moody's, S&P and Fitch
represent their opinions as to the quality of the Municipal
Obligations which they undertake to rate. It should be
emphasized, however, that ratings are relative and subjective
and are not absolute standards of quality. Although these
ratings may be an initial criterion for selection of portfolio
investments, the Investment Adviser will also evaluate these
securities and the creditworthiness of the issuers of such
securities.

Convertible Securities. (Asset Allocation, Equity and
Bond Funds only) In general, the market value of a convertible
security is the higher of its "investment value" (i.e., its
value as a fixed-income security) or its "conversion value"
(i.e., the value of the underlying shares of common stock if the
security is converted). As a fixed-income security, the market
value of a convertible security generally increases when
interest rates decline and generally decreases when interest
rates rise. However, the price of a convertible security also
is influenced by the market value of the security's underlying
common stock. Thus, the price of a convertible security
generally increases as the market value of the underlying stock
increases, and generally decreases as the market value of the
underlying stock declines. Investments in convertible
securities generally entail less risk than investments in the
common stock of the same issuer.

Illiquid Securities. When purchasing securities that
have not been registered under the Securities Act of 1933, as
amended, and are not readily marketable, the Trust will endeavor
to obtain the right to registration at the expense of the
issuer. Generally, there will be a lapse of time between a
Fund's decision to sell any such security and the registration
of the security permitting sale. During any such period, the
price of the securities will be subject to market fluctuations.
However, if a substantial market of qualified institutional
buyers develops pursuant to Rule 144A under the Securities Act
of 1933, as amended, for certain unregistered securities held by
a Fund, such Fund intends to treat them as liquid securities in
accordance with procedures approved by the Trust's Board of
Trustees. Because it is not possible to predict with assurance
how the market for restricted securities pursuant to Rule 144A
will develop, the Trust's Board of Trustees has directed the
Investment Adviser to monitor carefully each Fund's investments
in such securities with particular regard to trading activity,
availability of reliable price information and other relevant
information. To the extent that, for a period of time,
qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, a Fund's investing in such
securities may have the effect of increasing the level of
illiquidity in such Fund during such period.

Management Policies

Options Transactions. (Asset Allocation, Equity and
Bond Funds only) Each of these Funds may engage in options
transactions, such as purchasing or writing covered call or put
options. The principal reason for writing covered call options
is to realize, through the receipt of premiums, a greater return
than would be realized on a Fund's securities alone. In return
for a premium, the writer of a covered call option forfeits the
right to any appreciation in the value of the underlying
security above the strike price for the life of the option (or
until a closing purchase transaction can be effected).
Nevertheless, the call writer retains the risk of a decline in
the price of the underlying security. Similarly, the principal
reason for writing covered put options is to realize income in
the form of premiums. The writer of a covered put option
accepts the risk of a decline in the price of the underlying
security. The size of the premiums that a Fund may receive may
be adversely affected as new or existing institutions, including
other investment companies, engage in or increase their option-
writing activities.

Options written ordinarily will have expiration dates
between one and nine months from the date written. The exercise
price of the options may be below, equal to or above the market
values of the underlying securities at the time the options are
written. In the case of call options, these exercise prices are
referred to as "in-the-money," "at-the-money" and "out-of-the-
money," respectively. Each Fund may write (a) in-the-money call
options when the Investment Adviser expects that the price of
the underlying security will remain stable or decline moderately
during the option period, (b) at-the-money call options when the
Investment Adviser expects that the price of the underlying
security will remain stable or advance moderately during the
option period and (c) out-of-the-money call options when the
Investment Adviser expects that the premiums received from
writing the call option plus the appreciation in market price of
the underlying security up to the exercise price will be greater
than the appreciation in the price of the underlying security
alone. In these circumstances, if the market price of the
underlying security declines and the security is sold at this
lower price, the amount of any realized loss will be offset
wholly or in part by the premium received. Out-of-the-money,
at-the-money and in-the-money put options (the reverse of call
options as to the relation of exercise price to market price)
may be utilized in the same market environments that such call
options are used in equivalent transactions.

So long as a Fund's obligation as the writer of an
option continues, such Fund may be assigned an exercise notice
by the broker-dealer through which the option was sold,
requiring the Fund to deliver, in the case of a call, or take
delivery of, in the case of a put, the underlying security
against payment of the exercise price. This obligation
terminates when the option expires or a Fund effects a closing
purchase transaction. A Fund can no longer effect a closing
purchase transaction with respect to an option once it has been
assigned an exercise notice.

While it may choose to do otherwise, each Fund
generally will purchase or write only those options for which
the Investment Adviser believes there is an active secondary
market so as to facilitate closing transactions. There is no
assurance that sufficient trading interest to create a liquid
secondary market on a securities exchange will exist for any
particular option or at any particular time, and for some
options no such secondary market may exist. A liquid secondary
market in an option may cease to exist for a variety of reasons.
In the past, for example, higher than anticipated trading
activity or order flow, or other unforeseen events, at times
have rendered certain clearing facilities inadequate and
resulted in the institution of special procedures, such as
trading rotations, restrictions on certain types of orders or
trading halts or suspensions in one or more options. There can
be no assurance that similar events, or events that otherwise
may interfere with the timely execution of customers' orders,
will not recur. In such event, it might not be possible to
effect closing transactions in particular options. If as a
covered call option writer a Fund is unable to effect a closing
purchase transaction in a secondary market, it will not be able
to sell the underlying security until the option expires or it
delivers the underlying security upon exercise or it otherwise
covers its position.

Stock Index Options. (Asset Allocation and Equity
Funds only) Each of these Funds may purchase and write put and
call options on stock indexes listed on a securities exchange or
traded in the over-the-counter market. A stock index fluctuates
with changes in the market values of the stocks included in the
index.

Options on stock indexes are similar to options on
stock except that (a) the expiration cycles of stock index
options are generally monthly, while those of stock options are
currently quarterly, and (b) the delivery requirements are
different. Instead of giving the right to take or make delivery
of a stock at a specified price, an option on a stock index
gives the holder the right to receive a cash "exercise
settlement amount" equal to (i) the amount, if any, by which the
fixed exercise price of the option exceeds (in the case of a
put) or is less than (in the case of a call) the closing value
of the underlying index on the date of exercise, multiplied by
(ii) a fixed "index multiplier." Receipt of this cash amount
will depend upon the closing level of the stock index upon which
the option is based being greater than, in the case of a call,
or less than, in the case of a put, the exercise price of the
option. The amount of cash received will be equal to such
difference between the closing price of the index and the
exercise price of the option expressed in dollars times a
specified multiple. The writer of the option is obligated, in
return for the premium received, to make delivery of this
amount. The writer may offset its position in stock index
options prior to expiration by entering into a closing
transaction on an exchange or it may let the option expire
unexercised.

Futures Contracts and Options on Futures Contracts.
(Asset Allocation, Equity, Bond and Municipal Bond Funds Only)
Each of these Funds may trade futures contracts and options on
futures contracts in U.S. domestic markets, such as the Chicago
Board of Trade and the International Monetary Market of the
Chicago Mercantile Exchange, or, to the extent permitted under
applicable law, on exchanges located outside the United States,
such as the London International Financial Futures Exchange and
the Sydney Futures Exchange Limited. Foreign markets may offer
advantages such as trading in commodities that are not currently
traded in the United States or arbitrage possibilities not
available in the United States.

Initially, when purchasing or selling futures
contracts a Fund will be required to deposit with the Trust's
custodian in the broker's name an amount of cash or cash
equivalents up to approximately 10% of the contract amount.
This amount is subject to change by the exchange or board of
trade on which the contract is traded and members of such
exchange or board of trade may impose their own higher
requirements. This amount is known as "initial margin" and is
in the nature of a performance bond or good faith deposit on the
contract which is returned to the Fund upon termination of the
futures position, assuming all contractual obligations have been
satisfied. Subsequent payments, known as "variation margin," to
and from the broker will be made daily as the price of the index
or securities underlying the futures contract fluctuates, making
the long and short positions in the futures contract more or
less valuable, a process known as "marking-to-market." At any
time prior to the expiration of a futures contract, the Fund may
elect to close the position by taking an opposite position, at
the then prevailing price, which will operate to terminate the
Fund's existing position in the contract.

Although each of these Funds intends to purchase or
sell futures contracts only if there is an active market for
such contracts, no assurance can be given that a liquid market
will exist for any particular contract at any particular time.
Many futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a single
trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price
beyond that limit or trading may be suspended for specified
periods during the trading day. Futures contract prices could
move to the limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of
futures positions and potentially subjecting a Fund to
substantial losses. If it is not possible, or the Fund
determines not, to close a futures position in anticipation of
adverse price movements, the Fund will be required to make daily
cash payments of variation margin. In such circumstances, an
increase in the value of the portion of the portfolio being
hedged, if any, may offset partially or completely losses on the
futures contract. However, no assurance can be given that the
price of the securities being hedged will correlate with the
price movements in a futures contract and thus provide an offset
to losses on the futures contract.

In addition, to the extent a Fund is engaging in a
futures transaction as a hedging device, due to the risk of an
imperfect correlation between securities owned by the Fund that
are the subject of a hedging transaction and the futures
contract used as a hedging device, it is possible that the hedge
will not be fully effective in that, for example, losses on the
portfolio securities may be in excess of gains on the futures
contract or losses on the futures contract may be in excess of
gains on the portfolio securities that were the subject of the
hedge. In futures contracts based on indexes, the risk of
imperfect correlation increases as the composition of a Fund's
investments varies from the composition of the index. In an
effort to compensate for the imperfect correlation of movements
in the price of the securities being hedged and movements in the
price of futures contracts, the Fund may buy or sell futures
contracts in a greater or lesser dollar amount than the dollar
amount of the securities being hedged if the historical
volatility of the futures contract has been less or greater than
that of the securities. Such "over hedging" or "under hedging"
may adversely affect a Fund's net investment results if market
movements are not as anticipated when the hedge is established.

Upon exercise of an option, the writer of the option
will deliver to the holder of the option the futures position
and the accumulated balance in the writer's futures margin
account, which represents the amount by which the market price
of the futures contract exceeds, in the case of a call, or is
less than, in the case of a put, the exercise price of the
option on the futures contract. The potential loss related to
the purchase of options on futures contracts is limited to the
premium paid for the option (plus transaction costs). Because
the value of the option is fixed at the time of sale, there are
no daily cash payments to reflect changes in the value of the
underlying contract; however, the value of the option does
change daily and that change would be reflected in the net asset
value of each Fund.

Foreign Currency Transactions. (Asset Allocation,
Growth, International Equity, Special Opportunities and
International Bond Funds only) If a Fund enters into a currency
transaction, it will deposit, if so required by applicable
regulations, with its custodian cash or readily marketable
securities in a segregated account of the Fund in an amount at
least equal to the value of the Fund's total assets committed to
the consummation of the forward contract. If the value of the
securities placed in the segregated account declines, additional
cash or securities will be placed in the account so that the
value of the account will equal the amount of the Fund's
commitment with respect to the contract.

At or before the maturity of a forward contract, the
Fund either may sell a security and make delivery of the
currency, or retain the security and offset its contractual
obligation to deliver the currency by purchasing a second
contract pursuant to which the Fund will obtain, on the same
maturity date, the same amount of the currency which it is
obligated to deliver. If the Fund retains the portfolio
security and engages in an offsetting transaction, such Fund, at
the time of execution of the offsetting transaction, will incur
a gain or loss to the extent movement has occurred in forward
contract prices. Should forward prices decline during the
period between the Fund's entering into a forward contract for
the sale of a currency and the date it enters into an offsetting
contract for the purchase of the currency, the Fund will realize
a gain to the extent the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to
purchase. Should forward prices increase, the Fund will suffer
a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to
sell.

The cost to each of these Funds of engaging in
currency transactions varies with factors such as the currency
involved, the length of the contract period and the market
conditions then prevailing. Because transactions in currency
exchange usually are conducted on a principal basis, no fees or
commissions are involved. The use of forward currency exchange
contracts does not eliminate fluctuations in the underlying
prices of the securities, but it does establish a rate of
exchange that can be achieved in the future. If a devaluation
generally is anticipated, a Fund may not be able to contract to
sell the currency at a price above the devaluation level it
anticipates. The requirements for qualification as a regulated
investment company under the Internal Revenue Code of 1986, as
amended (the "Code"), may cause the Fund to restrict the degree
to which each Fund engages in currency transactions. See
"Dividends, Distributions and Taxes."

Lending Portfolio Securities. To a limited extent,
each Fund may lend its portfolio securities to brokers, dealers
and other financial institutions, provided it receives cash
collateral which at all times is maintained in an amount equal
to at least 100% of the current market value of the securities
loaned. By lending its portfolio securities, a Fund can
increase its income through the investment of the cash
collateral. For purposes of this policy, a Fund considers
collateral consisting of U.S. Government securities or, except
in the case of the U.S. Government Money Market Fund,
irrevocable letters of credit issued by banks whose securities
meet the standards for investment by such Fund to be the
equivalent of cash. From time to time, a Fund may return to the
borrower or a third party which is unaffiliated with such Fund,
and which is acting as a "placing broker," a part of the
interest earned from the investment of collateral received for
securities loaned.

The Securities and Exchange Commission currently
requires that the following conditions must be met whenever
portfolio securities are loaned: (1) the Fund must receive at
least 100% cash collateral from the borrower; (2) the borrower
must increase such collateral whenever the market value of the
securities rises above the level of such collateral; (3) the
Fund must be able to terminate the loan at any time; (4) the
Fund must receive reasonable interest on the loan, as well as
any dividends, interest or other distributions payable on the
loaned securities, and any increase in market value; (5) the
Fund may pay only reasonable custodian fees in connection with
the loan; and (6) while voting rights on the loaned securities
may pass to the borrower, the Trust's Board of Trustees must
terminate the loan and regain the right to vote the securities
if a material event adversely affecting the investment occurs.
These conditions may be subject to future modification.

Investment Restrictions

Each Fund has adopted investment restrictions numbered
1 through 7 as fundamental policies. In addition, the Money
Market Fund has adopted investment restrictions numbered 14 and
15, the Municipal Funds have adopted investment restriction
number 16, the Diversified Funds, other than the Money Market
Fund and Intermediate Municipal Bond Fund, have adopted
investment restriction number 17, and the Diversified Funds,
other than the Money Market and Municipal Funds, have adopted
investment restrictions numbered 18 and 19 as additional
fundamental policies. These restrictions cannot be changed, as
to a Fund, without approval by the holders of a majority (as
defined in the 1940 Act) of such Fund's outstanding voting
shares. Investment restrictions numbered 8 through 13 and, with
respect to the Money Market Funds, 20 and 21 are not fundamental
policies and may be changed by vote of a majority of the Trust's
Trustees at any time. No Fund may:

1. Invest in commodities, except that each Fund may
purchase and sell options, forward contracts, futures
contracts, including those relating to indexes, and
options on futures contracts or indexes.

2. Purchase, hold or deal in real estate, or oil,
gas or other mineral leases or exploration or development
programs, but each Fund may purchase and sell securities
that are secured by real estate or issued by companies
that invest or deal in real estate.

3. Borrow money, except to the extent permitted
under the 1940 Act. For purposes of this investment
restriction, a Fund's entry into options, forward
contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes
shall not constitute borrowing.

4. Make loans to others, except through the purchase
of debt obligations and the entry into repurchase
agreements. However, each Fund may lend its securities
in an amount not to exceed 33-1/3% of the value of its
total assets. Any loans of portfolio securities will be
made according to guidelines established by the
Securities and Exchange Commission and the Trust's Board
of Trustees.

5. Act as an underwriter of securities of other issuers,
except to the extent a Fund may be deemed an underwriter
under the Securities Act of 1933, as amended, by virtue
of disposing of portfolio securities, and except that the
Fund may bid separately or as part of a group for the
purchase of Municipal Obligations directly from an issuer
for its own portfolio to take advantage of the lower
purchase price available.

6. Issue any senior security (as such term is
defined in Section 18(f) of the 1940 Act), except to the
extent the activities permitted under Investment
Restriction Nos. 1, 3, 9 and 10 may be deemed to give
rise to senior securities.

7. Purchase securities on margin, but each Fund may
make margin deposits in connection with transactions in
options, forward contracts, futures contracts, including
those relating to indexes, and options on futures
contracts or indexes.

8. Invest in the securities of a company for the
purpose of exercising management or control, but each
Fund
will vote the securities it owns in its portfolio as a
shareholder in accordance with its views.

9. Pledge, mortgage or hypothecate its assets,
except to the extent necessary to secure permitted
borrowings and to the extent related to the deposit of
assets in escrow in connection with writing covered put
and
call options and the purchase of securities on a when-
issued or forward commitment basis and collateral and
initial or variation margin arrangements with respect to
options, forward contracts, futures contracts, including
those relating to indexes, and options on futures
contracts or indexes.

10. Purchase, sell or write puts, calls or
combinations thereof, except as described in the Trust's
Prospectus and this Statement of Additional Information.

11. Enter into repurchase agreements providing for
settlement in more than seven days after notice or
purchase
securities which are illiquid, if, in the aggregate, more
than 15% (10% in the case of a Money Market Fund) of the
value of the Fund's net assets would be so invested.

12. Invest in securities of other investment
companies, except to the extent permitted under the Act.

13. Purchase securities of any company having less
than three years' continuous operations (including
operations of any predecessors) if such purchase would
cause the value of the Fund's investments in all such
companies to exceed 5% of the value of its total assets.

The following investment restrictions numbered 14 and
15 apply only to the Money Market Fund. The Money Market Fund
may not:

14. Invest more than 5% of its assets in the
obligations of any one issuer, except that up to 25% of
the
value of the Money Market Fund's total assets may be
invested (subject to Rule 2a-7 under the 1940 Act)
without regard to any such limitation.

15. Invest less than 25% of its total assets in
securities issued by banks or invest more than 25% of its
assets in the securities of issuers in any other
industry, provided that there shall be no limitation on
the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.
Notwithstanding the foregoing, for temporary defensive
purposes, the Money Market Fund may invest less than 25%
of its total assets in bank obligations.

The following investment restriction number 16 applies
only to the Municipal Funds. None of these Funds may:

16. Invest more than 25% of its total assets in
the securities of issuers in any single industry,
provided that there shall be no such limitation on the
purchase of Municipal Obligations and, for temporary
defensive purposes, obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.

The following investment restriction number 17 applies
only to the Diversified Funds, other than the Money Market Fund
and Intermediate Municipal Bond Fund. None of these Funds may:

17. Invest more than 5% of its assets in the
obligations of any single issuer, except that up to 25%
of the value of the Fund's total assets may be invested,
and securities issued or guaranteed by the U.S.
Government, or its agencies or instrumentalities may be
purchased, without regard to any such limitation.

The following investment restriction numbers 18 and 19
apply only to the Diversified Funds, other than the Money Market
and Municipal Funds. None of these Funds may:

18. Hold more than 10% of the outstanding voting
securities of any single issuer. This Investment
Restriction applies only with respect to 75% of the
Fund's total assets.

19. Invest more than 25% of its assets in the
securities of issuers in any single industry, except
that, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.

The following investment restriction number 20, which
is not a fundamental policy, applies only to the Money Market
Funds. Neither of these Funds may:

20. Sell securities short.

The following investment restriction number 21, which
is not a fundamental policy, applies only to the Municipal Money
Market Fund. The Municipal Money Market Fund may not:

21. Purchase securities other than municipal
obligations and taxable Money Market Instruments.

For purposes of Investment Restriction No. 16,
industrial development bonds, where the payment of principal and
interest is the ultimate responsibility of companies within the
same industry, are grouped together as an "industry."

If a percentage restriction is adhered to at the time
of investment, a later increase or decrease in percentage
resulting from a change in values or assets will not constitute
a violation of such restriction.

The Trust may make commitments more restrictive than
the restrictions listed above so as to permit the sale of Fund
shares in certain states. Should the Trust determine that a
commitment is no longer in the best interests of a Fund and its
shareholders, the Trust reserves the right to revoke the
commitment by terminating the sale of such Fund's shares in the
state involved.

MANAGEMENT OF THE TRUST

Trustees and officers of the Trust, together with
information as to their principal business occupations during at
least the last five years, are shown below. Each Trustee who is
deemed to be an "interested person" of the Trust, as defined in
the 1940 Act, is indicated by an asterisk.

Trustees of the Trust

JOHN P. GOULD, Trustee. Distinguished Service Professor of
Economics of the University of Chicago Graduate School of
Business. From 1983 to 1993, Dean of the University of
Chicago Graduate School of Business. Dean Gould also
serves as Director of Harpor Capital Advisors. His
address
is 1101 East 58th Street, Chicago, Illinois 60637.

MARILYN McCOY, Trustee. Vice President of Administration
and Planning of Northwestern University. From 1981 to
1985, she was the Director of Planning and Policy
Development for the University of Colorado. She also
serves on the Board of Directors of Evanston Hospital,
the Chicago Metropolitan YMCA, the Chicago Network and
United Charities. Mrs. McCoy is a member of the
Chicago Economics Club. Her address is 1100 North
Lake Shore Drive, Chicago, Illinois 60611.

RAYMOND D. ODDI, Trustee. Private consultant. A Director of
Caremark International, Inc. and Medisense, Inc.,
companies
in the health care industry, and Baxter Credit Union.
From
1978 to 1986, Senior Vice President of Baxter Inter-
national, Inc., a company engaged in the production of
medical care products. He also is a member of the
Illinois
Society of Certified Public Accountants. His address is
1181 Loch Lane, Lake Forest, Illinois 60045.

For so long as a plan described in the section
captioned "Distribution, Shareholder Services and Service Plans"
remains in effect, the Trustees of the Trust who are not
"interested persons" of the Trust, as defined in the 1940 Act,
will be selected and nominated by the Trustees who are not
"interested persons" of the Trust.

Officers of the Trust

JOSEPH F. KISSEL, President. Executive Vice President of
Concord Holding Corporation, the Trust's
sub-administrator
(the "Sub-Administrator"), and an officer of other
investment companies administered by the
Sub-Administrator.
His address is 125 West 55th Street, New York, New York
10019.

ANN E. BERGIN, Vice President. Senior Vice President of the
Sub-Administrator and an officer of other investment
companies administered by the Sub-Administrator. Her
address is 125 West 55th Street, New York, New York
10019.

STEPHEN A. SMITH, Vice President. Senior Vice President of the
Distributor, and an officer of other investment companies
distributed by the Distributor. His address is 125 West
55th Street, New York, New York 10019.

RICHARD A. FABIETTI, Treasurer. Senior Vice President and
Treasurer of the Sub-Administrator and the Distributor,
and
an officer of other investment companies administered by
the Sub-Administrator. His address is 125 West 55th
Street, New York, New York 10019.

MARTIN G. FLANIGAN, Assistant Treasurer. Mutual Funds
Accounting Manager of the Sub-Administrator, and an
officer
of other investment companies administered by the Sub-
Administrator. His address is 125 West 55th Street, New
York, New York 10019.

JAMES W. BERNAICHE, Secretary. Senior Vice President and
Director of Compliance of the Sub-Administrator and
Distributor, and an officer of other investment companies
administered by the Sub-Administrator. He is also an
officer of Vista Broker/Dealer Services, Inc., Emerald
Asset Management, Inc. and BNY Hamilton Distributors,
Inc.,
registered broker/dealers. His address is 125 West 55th
Street, New York, New York 10019.

MANAGEMENT ARRANGEMENTS

The following information supplements and should be
read in conjunction with the section in the Prospectus entitled
"Management of the Trust."

Investment Advisory Agreement. FIMCO provides
investment advisory services pursuant to the Investment Advisory
Agreement (the "Agreement") dated November 18, 1994, with the
Trust. As to each Fund, the Agreement is subject to annual
approval by (i) the Trust's Board of Trustees or (ii) vote of a
majority (as defined in the 1940 Act) of the outstanding voting
securities of such Fund, provided that in either event the
continuance also is approved by a majority of the Trustees who
are not "interested persons" (as defined in the 1940 Act) of the
Trust or FIMCO, by vote cast in person at a meeting called for
the purpose of voting on such approval. As to each Fund, the
Agreement is terminable without penalty, on 60 days' notice, by
the Trust's Board of Trustees or by vote of the holders of a
majority of such Fund's shares, or, on not less than 90 days'
notice, by FIMCO. The Agreement will terminate automatically,
as to the relevant Fund, in the event of its assignment (as
defined in the 1940 Act).

FIMCO is responsible for investment decisions for each
Fund in accordance with the stated policies of such Fund,
subject to the approval of the Trust's Board of Trustees. All
purchases and sales are reported for the Trustees' review at the
meeting subsequent to such transactions.

The following persons are officers and/or directors of
FIMCO: __________________.

Sub-Investment Advisory Agreement. ANB Investment
Management and Trust Company ("ANB-IMC") provides investment
advisory assistance and day-to-day management of the
International Equity Fund's investments pursuant to the Sub-
Investment Advisory Agreement dated November 18, 1994 between
ANB-IMC and FIMCO. The Sub-Investment Advisory Agreement is
subject to annual approval by (i) the Trust's Board or (ii) vote
of a majority (as defined in the Act) of the International
Equity Fund's outstanding voting securities, provided that in
either event the continuance also is approved by a majority of
Trustees who are not "interested persons" (as defined in the
Act) of the Trust or ANB-IMC, by vote cast in person at a
meeting called for the purpose of voting on such approval. The
Sub-Investment Advisory Agreement is terminable without penalty,
(i) by FIMCO on 60 days' notice, (ii) by the Trust's Board or by
vote of the holders of a majority of the Fund's outstanding
voting securities on 60 days' notice, or (iii) upon not less
than 90 days' notice, by ANB-IMC. The Sub-Investment Advisory
Agreement will terminate automatically in the event of its
assignment (as defined in the Act).

ANB-IMC provides day-to-day management of the
International Equity Fund's investments, subject to the
supervision of FIMCO and the Trust's Board. The fees payable to
ANB-IMC for its services are paid by FIMCO.

The following persons are officers and/or
directors of
ANB-IMC: _____________________________________________.

Administration and Sub-Administration Agreements.
Pursuant to an Administration Agreement dated November 18, 1994
with the Trust, FIMCO assists in all aspects of the Trust's
operations, other than providing investment advice, subject to
the overall authority of the Trust's Board in accordance with
Massachusetts law. FIMCO has engaged Concord Holding
Corporation (the "Sub-Administrator") to assist it in providing
certain administrative services to the Trust. Pursuant to its
agreement with FIMCO (the "Sub-Administration Agreement"), the
Administrator assists FIMCO in furnishing the Trust clerical
help and accounting, data processing, bookkeeping, internal
auditing and legal services and certain other services required
by the Trust, preparing reports to the funds' shareholders, tax
returns, reports to and filings with the Securities and Exchange
Commission and state Blue Sky authorities, calculating the net
asset value of each Fund's shares and generally in providing for
all aspects of the Trust's operation, other than providing
investment advice. The fees payable to the Sub-Administrator
for its services are paid by FIMCO.

The Fund has agreed that FIMCO, ANB-IMC and the
Sub-Administrator will not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust in
connection with the matters to which respective agreements
relate, except for a loss resulting from wilful misfeasance, bad
faith or gross negligence on the part of FIMCO in the
performance of its obligations or from reckless disregard by it
of its obligations and duties under its Agreements or on the
part of ANB-IMC or the Sub-Administrator in the performance of
their respective obligations or from reckless disregard by
either of its obligations and duties under its agreement.

Expenses and Expense Information. All expenses
incurred in the operation of the Trust are borne by the Trust,
except to the extent specifically assumed by FIMCO. The
expenses borne by the Trust include: organizational costs,
taxes, interest, brokerage fees and commissions, if any, fees of
Board members, Securities and Exchange Commission fees, state
Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of maintaining the Trust's
existence, costs of independent pricing services, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
shareholders, and any extraordinary expenses. In addition,
Class A and Class B are subject to an annual distribution and/or
service fee. Expenses attributable to a particular Fund or
Class are charged against the assets of that Fund or Class,
respectively; other expenses of the Trust are allocated among
the Funds on the basis determined by the Board of Trustees,
including, but not limited to, proportionately in relation to
the net assets of each Fund.

The Agreement provides that if, in any fiscal year,
the aggregate expenses of a Fund, exclusive of taxes, brokerage,
interest on borrowings and (with the prior written consent of
the necessary state securities commissions) extraordinary
expenses, but including the advisory fee, exceed the expense
limitation of any state having jurisdiction over the Fund, the
Trust may deduct from the payment to be made to FIMCO under the
Agreement, or FIMCO will bear, such excess expense to the extent
required by state law. Such deduction or payment, if any, will
be estimated daily, and reconciled and effected or paid, as the
case may be, on a monthly basis.

The aggregate of the fees payable to FIMCO is not
subject to reduction as the value of a Fund's net assets
increases.

PURCHASE OF SHARES

The following information supplements and should
be read in conjunction with the section in the Trust's Prospectus
entitled "How to Buy Shares."

The Distributor. The Distributor serves as the
Trust's distributor pursuant to an agreement which is renewable
annually.

Using Federal Funds. The Shareholder Services Group,
Inc., the Fund's transfer and dividend disbursing agent (the
"Transfer Agent"), or the Trust may attempt to notify the
investor upon receipt of checks drawn on banks that are not
members of the Federal Reserve System as to the possible delay
in conversion into Federal Funds and may attempt to arrange for
a better means of transmitting the money. If the investor is a
customer of a securities dealer, bank or other financial
institution and his order to purchase Fund shares is paid for
other than in Federal Funds, the securities dealer, bank or
other financial institution, acting on behalf of its customer,
generally will complete the conversion into, or itself advance,
Federal Funds on the business day following receipt of the
customer order. The order is effective only when so converted
and received by the Transfer Agent. An order for the purchase
of Fund shares placed by an investor with a sufficient Federal
Funds or cash balance in his brokerage account with a securities
dealer, bank or other financial institution will become
effective on the day that the order, including Federal Funds, is
received by the Transfer Agent. In some states, banks or other
institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.

DISTRIBUTION PLAN AND SHAREHOLDER
SERVICES PLAN

The following information supplements and should
be read in conjunction with the section in the Trust's Prospectus
entitled "Distribution Plan and Shareholder Services Plan."

Distribution Plan. Rule 12b-1 (the "Rule") adopted by
the Securities and Exchange Commission under the 1940 Act
provides, among other things, that an investment company may
bear expenses of distributing its shares only pursuant to a plan
adopted in accordance with the Rule. The Trust's Board has
adopted such a plan with respect to Class B shares of each Fund
(the "Plan"). The Trust's Board believes that there is a
reasonable likelihood that the Plan will benefit each Fund and
the holders of its Class B shares.

A quarterly report of the amounts expended under each
Plan, and the purposes for which such expenditures were
incurred, must be made to the Trustees for their review. In
addition, the Plan provides that it may not be amended to
increase materially the cost which holders of Class B shares of
the Fund may bear pursuant to the Plan without the approval of
the shareholders of such Class and that other material
amendments of the Plan must be approved by the Board of Trustees
and by the Trustees who are not "interested persons" (as defined
in the 1940 Act) of the Trust and have no direct or indirect
financial interest in the operation of the Plan or in any
agreements entered into in connection with the Plan, by vote
cast in person at a meeting called for the purpose of
considering such amendments. The Plan is subject to annual
approval by such vote of the Trustees cast in person at a
meeting called for the purpose of voting on the Plan. The Plan
was so approved by the Trustees at a meeting held on November
18, 1994. The Plan may be terminated at any time by vote of a
majority of the Trustees who are not "interested persons" and
have no direct or indirect financial interest in the operation
of the Plan or in any agreements entered into in connection with
the Plan or by vote of the holders of a majority of Class B
shares of the Fund.

Shareholder Services Plan. The Trust has adopted a
Shareholder Services Plan, pursuant to which the Trust pays the
Distributor for the provision of certain services to the holders
of Class A and Class B shares of each Fund.

A quarterly report of the amounts expended under the
Shareholder Services Plan, and the purposes for which such
expenditures were incurred, must be made to the Trustees for
their review. In addition, the Shareholder Services Plan
provides that it may not be amended without approval of the
Trustees, and by the Trustees who are neither "interested
persons" (as defined in the 1940 Act) of the Trust nor have any
direct or indirect financial interest in the operation of the
Shareholder Services Plan or in any agreements entered into in
connection with the Shareholder Services Plan, by vote cast in
person at a meeting called for the purpose of considering such
amendments. The Shareholder Services Plan is subject to annual
approval by such vote of the Trustees cast in person at a
meeting called for the purpose of voting on the Shareholder
Services Plan. The Shareholder Services Plan was so approved on
November 18, 1994. The Shareholder Services Plan is terminable
at any time by vote of a majority of the Trustees who are not
"interested persons" and who have no direct or indirect
financial interest in the operation of the Shareholder Services
Plan or in any agreements entered into in connection with the
Shareholder Services Plan.

REDEMPTION OF SHARES

The following information supplements and should be
read in conjunction with the section in the Trust's Prospectus
entitled "How to Redeem Fund Shares."

Redemption Commitment. The Trust has committed itself
to pay in cash all redemption requests by any shareholder of
record of a Fund, limited in amount during any 90-day period to
the lesser of $250,000 or 1% of the value of such Fund's net
assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and
Exchange Commission. In the case of requests for redemption in
excess of such amount, the Board of Trustees reserves the right
to make payments in whole or in part in securities or other
assets in case of an emergency or any time a cash distribution
would impair the liquidity of the Fund to the detriment of the
existing shareholders. In such event, the securities would be
valued in the same manner as the Fund's securities are valued.
If the recipient sold such securities, brokerage charges would
be incurred.

Suspension of Redemptions. The right of redemption
may be suspended or the date of payment postponed (a) during any
period when the New York Stock Exchange is closed (other than
customary weekend and holiday closing), (b) when trading in the
markets the Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably
practicable, or (c) for such other periods as the Securities and
Exchange Commission by order may permit to protect the Fund's
shareholders.

DETERMINATION OF NET ASSET VALUE

The following information supplements and should
be read in conjunction with the section in the Trust's
Prospectus entitled "How to Buy Shares."

Applicable to each Fund, other than the Money
Market Funds--Equity Securities and covered call options written
by a Fund are valued at the last sale price on the securities
exchange or national securities market on which such securities
primarily are traded. Equity Securities not listed on an
exchange or national securities market, or securities in which
there were no transactions, are valued at the most recent bid
prices. Any securities or other assets for which recent market
quotations are not readily available are valued at fair value as
determined in good faith by the Trust's Board of Trustees.

Fixed-Income Securities are valued each business
day using available market quotations or at fair value as
determined by one or more independent pricing services
(collectively, the "Service") approved by the Trust's Board of
Trustees. The Service may use available market quotations,
employ electronic data processing techniques and/or a matrix
system to determine valuations. The Service's procedures are
reviewed by the Trust's officers under the general supervision
of the Trust's Board of Trustees.

Municipal Obligations are carried at fair value
as determined by the Service, based on methods which include
consideration of: yields or prices of municipal bonds of
comparable quality, coupon, maturity and type; indications as to
values from dealers; and general market conditions. The Service
also may employ electronic data processing techniques and/or a
matrix system to determine valuations. When, in the judgment of
the Service, quoted bid prices for investments are readily
available and are representative of the bid side of the market,
these investments are valued at the mean between the quoted bid
prices (as obtained by the Service from dealers in such
securities) and asked prices (as calculated by the Service based
upon its evaluation of the market for such securities).

Short-term investments are carried at amortized
cost, which approximates value.

Restricted securities, as well as securities or
other assets for which market quotations are not readily
available, or are not valued by a pricing service approved by
the Trust's Board of Trustees, are valued at fair value as
determined in good faith by the Trust's Board of Trustees. The
Trust's Board of Trustees will review the method of valuation on
a current basis. In making its good faith valuation of
restricted securities, the Board of Trustees generally will take
the following factors into consideration: restricted securities
which are, or are convertible into, securities of the same class
of securities for which a public market exists usually will be
valued at market value less the same percentage discount at
which purchased. This discount will be revised periodically by
the Trust's Board of Trustees if its members believe that the
discount no longer reflects the value of the restricted
securities. Restricted securities not of the same class as
securities for which a public market exists usually will be
valued initially at cost. Any subsequent adjustment from cost
will be based upon considerations deemed relevant by the Trust's
Board of Trustees.

Any assets or liabilities initially expressed in
terms of foreign currency will be translated into dollars at the
midpoint of the New York interbank market spot exchange rate as
quoted on the day of such translation by the Federal Reserve
Bank of New York or if no such rate is quoted on such date, at
the exchange rate previously quoted by the Federal Reserve Bank
of New York or at such other quoted market exchange rate as may
be determined to be appropriate by the Investment Adviser.
Forward currency contracts will be valued at the current cost of
offsetting the contract. Because of the need to obtain prices
as of the close of trading on various exchanges throughout the
world, the calculation of net asset value for the International
Equity and International Bond Funds does not take place
contemporaneously with the determination of prices of such
securities. In addition, portfolio securities held by such
Funds may be traded actively in securities markets which are
open for trading on days when the Fund will not be determining
its net asset value. Accordingly, there may be occasions when
these Funds will not calculate it net asset value but when the
value of the Fund's portfolio securities will be affected by
such trading activity.

Expenses and fees of a Fund, including the
advisory fee, are accrued daily and taken into account for the
purpose of determining the net asset value of that Fund's
shares.

Money Market Funds. The valuation of each Money
Market Fund's investment securities is based upon their
amortized cost which does not take into account unrealized
capital gains or losses. This involves valuing an instrument at
its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the
instrument. While this method provides certainty in valuation,
it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Fund would
receive if it sold the instrument.

The Board of Trustees has established
procedures, as a particular responsibility within the overall
duty of care owed to the Money Market Fund's investors,
reasonably designed to stabilize the Money Market Fund's price
per share as computed for purposes of purchases and redemptions
at $1.00. Such procedures include review of each Money Market
Fund's portfolio holdings by the Board of Trustees, at such
intervals as it deems appropriate, to determine whether the
Money Market Fund's net asset value calculated by using
available market quotations or market equivalents deviates from
$1.00 per share based on amortized cost. In such review of the
portfolio of the Money Market Fund and U.S. Government Money
Market Fund, investments for which market quotations are readily
available will be valued at the most recent bid price or yield
equivalent for such securities or for securities of comparable
maturity, quality and type, as obtained from one or more of the
major market makers for the securities to be valued. Other
investments and assets of these Money Market Funds will be
valued at fair value as determined in good faith by the Board of
Trustees. Market quotations and market equivalents used in such
review of the Municipal Money Market Fund are obtained from an
independent pricing service (the "Service") approved by the
Board of Trustees. The Service will value the Municipal Money
Market Fund's investments based on methods which include
consideration of: yields or prices of municipal obligations of
comparable quality, coupon, maturity and type; indications of
values from dealers; and general market conditions. The Service
also may employ electronic data processing techniques and/or a
matrix system to determine valuations.

The extent of any deviation between a Money
Market Fund's net asset value based upon available market
quotations or market equivalents and $1.00 per share based on
amortized cost will be examined by the Board of Trustees. If
such deviation exceeds 1/2 of 1%, the Board of Trustees will
consider what actions, if any, will be initiated. In the event
the Board of Trustees determines that a deviation exists which
may result in material dilution or other unfair results to
investors or existing shareholders, it has agreed to take such
corrective action as it regards as necessary and appropriate,
including: selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio
maturity; withholding dividends or paying distributions from
capital or capital gains; redeeming shares in kind; or estab-
lishing a net asset value per share by using available market
quotations or market equivalents.

New York Stock Exchange Closings. The holidays
(as observed) on which the New York Stock Exchange is closed
currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

PORTFOLIO TRANSACTIONS

Transactions are allocated to various dealers by
the Trust's investment personnel in their best judgment. The
primary consideration is prompt and effective execution of
orders at the most favorable price. Subject to that primary
consideration, dealers may be selected to act on an agency basis
for research, statistical or other services to enable the
Investment Adviser to supplement its own research and analysis
with the views and information of other securities firms.

Research services furnished by brokers through
which the Funds effect securities transactions may be used by
the Investment Adviser in advising other funds or accounts it
advises and, conversely, research services furnished to the
Investment Adviser by brokers in connection with other funds or
accounts the Investment Adviser advises may be used by the
Investment Adviser in advising the Funds. Although it is not
possible to place a dollar value on these services, it is the
opinion of the Investment Adviser that the receipt and study of
such services should not reduce the overall expenses of its
research department.

Brokers also are selected because of their
ability to handle special executions such as are involved in
large block trades or broad distributions, provided the primary
consideration is met. Large block trades may, in certain cases,
result from two or more clients the Investment Adviser might
advise being engaged simultaneously in the purchase or sale of
the same security.

When transactions are executed in the over-the-
counter market, the Investment Adviser will deal with the
primary market makers unless a more favorable price or execution
otherwise is obtainable.

Portfolio turnover may vary from year to year,
as well as within a year. Higher turnover rates are likely to
result in comparatively greater brokerage expenses. The overall
reasonableness of brokerage commissions paid is evaluated by the
Investment Adviser based upon its knowledge of available
information as to the general level of commissions paid by other
institutional investors for comparable services.

Under normal market conditions, the portfolio
turnover rate of each Fund, other than the Money Market Funds,
generally will not exceed the rate set forth below:

Portfolio
Name of Fund Turnover Rate
- --------------------------------- -------------

Managed Assets Fund ____%

Managed Assets Income Fund ____%
Equity Income Fund ____%
Growth Fund ____%
International Equity Fund ____%
Special Opportunities Fund ____%
International Bond Fund ____%
Bond Fund ____%
Intermediate Municipal Bond Fund ____%

Purchases and sales of Fixed-Income Securities
and Money Market Instruments usually are principal transactions.
These portfolio securities ordinarily are purchased directly
from the issuer or from an underwriter or market maker. Usually
no brokerage commissions are paid by the Fund for such purchases
and sales. The prices paid to the underwriters of newly-issued
securities usually include a concession paid by the issuer to
the underwriter, and purchases of securities from market makers
may include the spread between the bid and asked price.

DIVIDENDS, DISTRIBUTION AND TAXES

The following information supplements and should
be read in conjunction with the section in the Trust's
Prospectus entitled "Dividends, Distributions and Taxes."

Each Fund intends to qualify as a "regulated
investment company" under the Code, so long as such
qualification is in the best interests of its shareholders. To
qualify as a regulated investment company, a Fund must pay out
to its shareholders at least 90% of its net income (consisting
of net investment income from tax exempt obligations and net
short-term capital gain), must derive less than 30% of its
annual gross income from gain on the sale of securities held for
less than three months, and must meet certain asset
diversification and other requirements. Accordingly, the Fund
may be restricted in the selling of securities held for less
than three months, and in the utilization of certain of the
investment techniques described in the Prospectus. The Code,
however, allows the Fund to net certain offsetting positions
making it easier for the Fund to satisfy the 30% test.
Qualification as a regulated investment company relieves the
Fund from any liability for Federal income taxes to the extent
its earnings are distributed in accordance with the applicable
provisions of the Code. The term "regulated investment company"
does not imply the supervision of management or investment
practices or policies by any government agency.

Any dividend or distribution paid shortly after
an investor's purchase may have the effect of reducing the
aggregate net asset value of his shares below the cost of his
investment. Such a distribution would be a return on investment
in an economic sense although taxable as stated in "Dividends,
Distributions and Taxes" in the Prospectus. In addition, the
Code provides that if a shareholder holds shares for six months
or less and has received a capital gain dividend with respect to
such shares, any loss incurred on the sale of such shares will
be treated as a long-term capital loss to the extent of the
capital gain dividend received.

Except for dividends from taxable investments,
the Fund anticipates that substantially all dividends paid by a
Municipal Fund will not be subject to Federal income tax.
Dividends and distributions paid by a Municipal Fund may be
subject to certain state and local taxes. Although all or a
substantial portion of the dividends paid by a Municipal Fund
may be excluded by shareholders of the Fund from their gross
income for Federal income tax purposes, each Municipal Fund may
purchase specified private activity bonds, the interest from
which may be (i) a preference item for purposes of the
alternative minimum tax, (ii) a component of the "adjusted
current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the
extent to which a shareholder's Social Security benefits are
taxable. If a Municipal Fund purchases such securities, the
portion of its dividends related thereto will not necessarily be
tax exempt to shareholders subject to the alternative minimum
tax and/or tax on Social Security benefits and may cause such
shareholders to be subject to such taxes.

Dividends paid by a Fund to qualified Retirement
Plans or certain non-qualified deferred compensation plans
ordinarily will not be subject to taxation until the proceeds
are distributed from the Retirement Plan. The Trust will not
report dividends paid by a Fund to such Plans to the IRS.
Generally, distributions from such Retirement Plans, except
those representing returns of non-deductible contributions
thereto, will be taxable as ordinary income and, if made prior
to the time the participant reaches age 59-1/2, generally will
be subject to an additional tax equal to 10% of the taxable
portion of the distribution. If the distribution from such a
Retirement Plan (other than certain governmental or church
plans) for any taxable year following the year in which the
participant reaches age 70-1/2 is less than the "minimum
required distribution" for that taxable year, an excise tax
equal to 50% of the deficiency may be imposed by the IRS. The
administrator, trustee or custodian of such a Retirement Plan
will be responsible for reporting distributions from such Plans
to the IRS. Participants in qualified Retirement Plans will
receive a disclosure statement describing the consequences of a
distribution from such a Plan from the administrator, trustee or
custodian of the Plan prior to receiving the distribution.
Moreover, certain contributions to a qualified Retirement Plan
in excess of the amounts permitted by law may be subject to an
excise tax.

Taxable dividends derived from net investment
income and distributions from net realized short-term securities
gains paid by a Fund to a foreign investor generally are subject
to U.S. nonresident withholding taxes at the rate of 30%, unless
the foreign investor claims the benefits of a lower rate
specified in a tax treaty. Distributions from net realized
long-term securities gains paid by a Fund to a foreign investor,
as well as the proceeds of any redemptions from a foreign
investor's account, regardless of the extent to which gain or
loss may be realized, will not be subject to U.S. nonresident
withholding tax. However, such distributions may be subject to
backup withholding, as described below, unless the foreign
investor certifies his non-U.S. residency status.

Ordinarily, gains and losses realized from
portfolio transactions will be treated as capital gains and
losses. However, a portion of the gain or loss realized from
the disposition of non-U.S. dollar denominated securities
(including debt instruments, certain financial futures and
options, and certain preferred stock) may be treated as ordinary
income or loss under Section 988 of the Code.

Under Section 1256 of the Code, gain or loss
realized by a Fund from certain financial futures and options
transactions (other than those taxed under Section 988 of the
Code) will be treated as 60% long-term capital gain or loss and
40% short-term capital gain or loss. Gain or loss will arise
upon the exercise or lapse of such futures and options as well
as from closing transactions. In addition, any such futures or
options remaining unexercised at the end of the Fund's taxable
year will be treated as sold for their then fair market value,
resulting in additional gain or loss to the Fund characterized
in the manner described above.

Offsetting positions held by a Fund involving
certain contracts or options may constitute "straddles."
"Straddles" are defined to include "offsetting positions" in
actively traded personal property. The tax treatment of
"straddles" is governed by Sections 1092 and 1258 of the Code,
which, in certain circumstances, overrides or modifies the
provisions of Sections 1256 and 988. As such, all or a portion
of any short-term or long-term capital gain from certain
"straddle" transactions may be recharacterized to ordinary
income. If the Fund were treated as entering into "straddles"
by reason of its engaging in certain forward contracts or
options transactions, such "straddles" would be characterized as
"mixed straddles" if the forward contracts or options
transactions comprising a part of such "straddles" were governed
by Section 1256 of the Code. A Fund may make one or more
elections with respect to "mixed straddles." Depending on which
election is made, if any, the results to the Fund may differ.
If no election is made to the extent the "straddle" and
conversion transactions rules apply to positions established by
the Fund, losses realized by the Fund will be deferred to the
extent of unrealized gain in the offsetting position. Moreover,
as a result of the "straddle" rules, short-term capital loss on
"straddle" positions may be recharacterized as long-term capital
loss, and long-term capital gains may be treated as short-term
capital gains or ordinary income.

Investment by a Fund in securities issued or
acquired at a discount, or providing for deferred interest or
for payment of interest in the form of additional obligations
could under special tax rules affect the amount, timing and
character of distributions to shareholders by causing the Fund
to recognize income prior to the receipt of cash payments. For
example, the Fund could be required to accrue a portion of the
discount (or deemed discount) at which the securities were
issued and to distribute such income in order to maintain its
qualification as a regulated investment company. In such case,
the Fund may have to dispose of securities which it might
otherwise have continued to hold in order to generate cash to
satisfy these distribution requirements.

If a Fund invests in an entity that is classified
as a "passive foreign investment company" ("PFIC") for federal
income tax purposes, the operation of certain provisions of the
Code applying to PFICs could result in the imposition of certain
federal income taxes on the Fund. In addition, gain realized
from the sale or other disposition of PFIC securities may be
treated as ordinary income under Section 1291 of the Code.

YIELD AND PERFORMANCE INFORMATION

The following information supplements and should
be read in conjunction with the section in the Trust's
Prospectus entitled "Performance Information."

Special Opportunities, Growth and International
Equity Funds. Average annual total return is calculated by
determining the ending redeemable value of an investment
purchased with a hypothetical $1,000 payment made at the
beginning of the period (assuming the reinvestment of dividends
and distributions), dividing by the amount of the initial
investment, taking the "n"the root of the quotient (where "n" is
the number of years in the period) and subtracting 1 from the
result.

Total return is calculated by subtracting the
amount of the net asset value per share at the beginning of a
stated period from the net asset value per share at the end of
the period (after giving effect to the reinvestment of dividends
and distributions during the period), and dividing the result by
the net asset value per share at the beginning of the period.

Asset Allocation, Equity Income, Bond and
Intermediate Municipal Bond Funds. Current yield is computed
pursuant to a formula which operates as follows: The amount of
the Fund's expenses accrued for the 30-day period (net of
reimbursements) is subtracted from the amount of the dividends
and interest earned by the Fund during the period. That result
is then divided by the product of: (a) the average daily number
of shares outstanding during the period that were entitled to
receive dividends, and (b) the net asset value per share on the
last day of the period less any undistributed earned income per
share reasonably expected to be declared as a dividend shortly
thereafter. The quotient is then added to 1, and that sum is
raised to the 6th power, after which 1 is subtracted. The
current yield is then arrived at by multiplying the result by 2.

Average annual total return and total return is
calculated as described above.

Money Market Funds. Yield will be computed in
accordance with a standardized method which involves determining
the net change in the value of a hypothetical pre-existing Fund
account having a balance of one share at the beginning of a
seven calendar day period for which yield is to be quoted,
dividing the net change by the value of the account at the
beginning of the period to obtain the base period return, and
annualizing the results (i.e., multiplying the base period
return by 365/7). The net change in the value of the account
reflects the value of additional shares purchased with dividends
declared on the original share and any such additional shares
and fees that may be charged to shareholder accounts, in
proportion to the length of the base period and the Fund's
average account size, but does not include realized gains and
losses or unrealized appreciation and depreciation. Effective
annualized yield is computed by adding 1 to the base period
return (calculated as described above), raising that sum to a
power equal to 365 divided by 7, and subtracting 1 from the
result.

Yields will fluctuate and are not necessarily
representative of future results. Investors should remember
that yield is a function of the type and quality of the
instruments held, their maturity and operating expenses. An
investor's principal in a Money Market Fund is not guaranteed.
See "Determination of Net Asset Value" for a discussion of the
manner in which the Money Market Fund's price per share is
determined.

INFORMATION ABOUT THE TRUST

The following information supplements and should
be read in conjunction with the section in the Trust's
Prospectus entitled "General Information."

Each Fund share has one vote and, when issued and
paid for in accordance with the terms of the offering, is fully
paid and non-assessable. Shares have no preemptive or
subscription rights and are freely transferable.

For certain trust and investment agency account
clients of The First National Bank of Chicago ("FNBC") whose
assets are invested in common trust funds, the Trust will be
used as a pooled investment alternative for such investments.
Beginning in January 1995, FNBC will use the Funds as an
investment vehicle in place of common trust funds for FNBC's
Private Banking and Trust clients. FNBC's decision to replace
the
common trust funds is based on its belief that mutual funds
provide, among other benefits, greater flexibility and more
investment opportunities for its clients.

Certain of the Funds have been designed with
similar investment objectives and management policies and will
invest in many of the securities as the common trust funds which
they are intended to replace. The name of each common trust
fund to be replaced initially and its corresponding Fund are as
follows:

<TABLE>

<CAPTION>
COMMON TRUST FUND CORRESPONDING FUND
<S> <C>
Personal Trust Equity Fund Equity Income Fund

Personal Trust Growth Equity Fund
and
Personal Trust Endowment Equity Fund Growth Fund

Personal Trust Special Equity Fund Special Opportunities Fund

Personal Trust International Equity Fund International Equity Fund

Personal Trust Taxable Bond Fund
and
Personal Trust Endowment Bond Fund Bond Fund

Personal Trust Intermediate Taxable
Bond Fund
and
Common Trust Taxable Fixed Income
Fund (Lake Shore Funds) Intermediate Bond Fund<F1>

Personal Trust Tax Exempt Bond Fund Municipal Bond Fund<F2>

Personal Trust Intermediate Tax
Exempt Bond Fund
and
Common Trust Municipal Bond Fund
(Lake Intermediate Municipal Shore Fund) Bond Fund

Personal Trust International Bond
Fund International Bond Fund
________________________
<FN> Currently offered as First Prairie U.S. Government Income
Fund--Intermediate Series. This fund is not a series of
the Trust.

<FN> Currently offered as First Prairie Municipal Bond Fund--
Insured Series. This fund is not a series of the Trust.

</TABLE>

Each Fund will send annual and semi-annual financial statements
to all its shareholders.

<PAGE>

COUNSEL AND INDEPENDENT AUDITORS

Stroock & Stroock & Lavan, 7 Hanover Square, New
York, New York 10004-2594, as counsel for the Fund, has rendered
its opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of beneficial
interest being sold pursuant to the Fund's Prospectus.

Ernst & Young LLP, 787 Seventh Avenue, New York,
New York 10019, independent auditors, have been selected as
auditors of the Fund.

<PAGE>
APPENDIX

Description of certain ratings assigned by
Standard & Poor's Corporation ("S&P"), Moody's Investors
Service, Inc. ("Moody's"), Fitch Investors Service, Inc.
("Fitch"), Duff & Phelps Credit Rating Co. ("Duff"), IBCA Inc.
and IBCA Limited ("IBCA") and Thomson BankWatch, Inc.
("BankWatch"):

S&P

Bond Ratings

AAA

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

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

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

BBB

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

BB, B, CCC, CC, C

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

Debt rated BB has less near-term vulnerability to
default than other speculative grade debt. However, it faces
major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payment.

Debt rated B has a greater vulnerability to
default but presently has the capacity to meet interest payments
and principal repayments. Adverse business, financial or
economic conditions would likely impair capacity or willingness
to pay interest and repay principal.

CCC

Debt rated CCC has a current identifiable
vulnerability to default, and is dependent upon favorable
business, financial and economic conditions to meet timely
payments of principal. In the event of adverse business,
financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.

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

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

Bonds rated D are in default, and payment of
interest and/or repayment of principal is in arrears.

Plus (+) or minus (-): The ratings from AA to
CCC may be modified by the addition of a plus or minus sign to
show relative standing within the major ratings categories.

Commercial Paper Rating

The designation A-1 by S&P indicates that the
degree of safety regarding timely payment is either overwhelming
or very strong. Those issues determined to possess overwhelming
safety characteristics are denoted with a plus sign (+)
designation. Capacity for timely payment on issues with an A-2
designation is strong. However, the relative degree of safety
is not as high as for issues designated A-1.

Moody's

Bond Ratings

Aaa

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

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

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

Baa

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

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

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

Caa

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

Caa

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

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

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

Moody's applies the numerical modifiers 1, 2 and
3 to show relative standing within the major rating categories,
except in the Aaa category and in categories below B. The
modifier 1 indicates a ranking for the security in the higher
end of a rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end
of a rating category.

Commercial Paper Rating

The rating Prime-1 (P-1) is the highest
commercial paper rating assigned by Moody's. Issuers of P-1
paper must have a superior capacity for repayment of short-term
promissory obligations, and ordinarily will be evidenced by
leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization
structures with moderate reliance on debt and ample asset
protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well
established access to a range of financial markets and assured
sources of alternate liquidity.

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

Fitch

Bond Ratings

The ratings represent Fitch's assessment of the
issuer's ability to meet the obligations of a specific debt
issue or class of debt. The ratings take into consideration
special features of the issue, its relationship to other
obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as
well as the political and economic environment that might affect
the issuer's future financial strength and credit quality.

AAA

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

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

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

BBB

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

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

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

CCC

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

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

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

DDD, DD and D

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

Plus (+) and minus (-) signs are used with a
rating symbol to indicate the relative position of a credit
within the rating category. Plus and minus signs, however, are
not used in the AAA category covering 12-36 months or the DDD,
DD or D categories.

Short-Term Ratings

Fitch's short-term ratings apply to debt
obligations that are payable on demand or have original
maturities of up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal and
investment notes.

Although the credit analysis is similar to
Fitch's bond rating analysis, the short-term rating places
greater emphasis than bond ratings on the existence of liquidity
necessary to meet the issuer's obligations in a timely manner.

F-1+

Exceptionally Strong Credit Quality. Issues
assigned this rating are regarded as having the strongest degree
of assurance for timely payment.

F-1

Very Strong Credit Quality. Issues assigned this
rating reflect an assurance of timely payment only slightly less
in degree than issues rated F-1+.

F-2

Good Credit Quality. Issues carrying this rating
have a satisfactory degree of assurance for timely payments, but
the margin of safety is not as great as the F-1+ and F-1
categories.

Duff

Bond Ratings

AAA

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

Bonds rated AA are considered high credit
quality. Protection factors are strong. Risk is modest but may
vary slightly from time to time because of economic conditions.

Bonds rated A have protection factors which are
average but adequate. However, risk factors are more variable
and greater in periods of economic stress.

BBB

Bonds rated BBB are considered to have below
average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during
economic cycles.

Bonds rated BB are below investment grade but are
deemed by Duff as likely to meet obligations when due. Present
or prospective financial protection factors fluctuate according
to industry conditions or company fortunes. Overall quality may
move up or down frequently within the category.

Bonds rated B are below investment grade and
possess the risk that obligations will not be met when due.
Financial protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes.
Potential exists for frequent changes in quality rating within
this category or into a higher or lower quality rating grade.

CCC

Bonds rated CCC are well below investment grade
securities. Such bonds may be in default or have considerable
uncertainty as to timely payment of interest, preferred
dividends and/or principal. Protection factors are narrow and
risk can be substantial with unfavorable economic or industry
conditions and/or with unfavorable company developments.

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

Plus (+) and minus (-) signs are used with a
rating symbol (except AAA) to indicate the relative position of
a credit within the rating category.

Commercial Paper Rating

The rating Duff-1 is the highest commercial paper
rating assigned by Duff. Paper rated Duff-1 is regarded as
having very high certainty of timely payment with excellent
liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff-2 is regarded as
having good certainty of timely payment, good access to capital
markets and sound liquidity factors and company fundamentals.
Risk factors are small.

IBCA

Bond and Long-Term Ratings

Obligations rated AAA by IBCA have the lowest
expectation of investment risk. Capacity for timely repayment
of principal and interest is substantial, such that adverse
changes in business, economic or financial conditions are
unlikely to increase investment risk significantly. Obligations
for which there is a very low expectation of investment risk are
rated AA by IBCA. Capacity for timely repayment of principal
and interest is substantial. Adverse changes in business,
economic or financial conditions may increase investment risk
albeit not very significantly.

Commercial Paper and Short-Term Ratings

The designation A1 by IBCA indicates that the
obligation is supported by a very strong capacity for timely
repayment. Those obligations rated A1+ are supported by the
highest capacity for timely repayment. Obligations rated A2 are
supported by a strong capacity for timely repayment, although
such capacity may be susceptible to adverse changes in business,
economic or financial conditions.

International and U.S. Bank Ratings

An IBCA bank rating represents IBCA's current
assessment of the strength of the bank and whether such bank
would receive support should it experience difficulties. In its
assessment of a bank, IBCA uses a dual rating system comprised
of Legal Ratings and Individual Ratings. In addition, IBCA
assigns banks Long- and Short-Term Ratings as used in the
corporate ratings discussed above. Legal Ratings, which range
in gradation from 1 through 5, address the question of whether
the bank would receive support provided by central banks or
shareholders if it experienced difficulties, and such ratings
are considered by IBCA to be a prime factor in its assessment of
credit risk. Individual Ratings, which range in gradations from
A through E, represent IBCA's assessment of a bank's economic
merits and address the question of how the bank would be viewed
if it were entirely independent and could not rely on support
from state authorities or its owners.

BankWatch

Commercial Paper and Short-Term Ratings

The rating TBW-1 is the highest short-term rating
assigned by BankWatch; the rating indicates that the degree of
safety regarding timely repayment of principal and interest is
very strong.

In addition to ratings of short-term obligations,
BankWatch assigns a rating to each issuer it rates, in
gradations of A through E. BankWatch examines all segments of
the organization including, where applicable, the holding
company, member banks or associations, and other subsidiaries.
In those instances where financial disclosure is incomplete or
untimely, a qualified rating (QR) is assigned to the
institution. BankWatch also assigns, in the case of foreign
banks, a country rating which represents an assessment of the
overall political and economic stability of the country in which
the bank is domiciled.

<PAGE>
FINANCIAL STATEMENTS

[TO BE PROVIDED]

REPORT OF INDEPENDENT ACCOUNTANTS

[TO BE PROVIDED]

<PAGE>
PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

(1) Statement of Assets and Liabilities as
of _________, 1994*

(2) Report of Ernst & Young LLP, Indepen-
dent Auditors, dated _________, 1994*

(b) Exhibits:

(1) Amended and Restated Agreement and
Declaration of Trust*

(2) By-Laws*

(5) (a) Investment Advisory
Agreement*

(b) Sub-Investment Advisory Agreement*

(6) Distribution Agreement*

(8) Custody Agreement*

(9) (a) Administration Agreement*

(9) (b) Master Sub-Administration
Agreement*

(9) (c) Shareholder Services Plan*

(10) Opinion (including consent) of
Stroock & Stroock & Lavan*

(11) Consent of Independent Auditors*

(15) Distribution Plan*

Other Exhibit:
Secretary's Certificate*

- ----------------------
* To be filed by amendment.
<PAGE>

Item 25. Persons Controlled by or Under Common
Control with Registrant

Not applicable.

Item 26. Number of Holders of Securities

(1) (2)

Number of Record
Title of Class Holders

Shares of beneficial interest,
par value $.001 per share

Managed Assets Fund ____
Managed Assets Income Fund ____
Equity Income Fund ____
Growth Fund ____
International Equity Fund ____
Special Opportunities Fund ____
International Bond Fund ____
Bond Fund ____
Intermediate Municipal Bond Fund ____
U.S. Government Money Market Fund ____
Money Market Fund ____
Municipal Money Market Fund ____

Item 27. Indemnification

Reference is made to Article EIGHTH of the
Registrant's Declaration of Trust to be filed as Exhibit 1
hereto. The application of these provisions is limited by
Article 10 of the Registrant's By-Laws to be filed as Exhibit 2
hereto and by the following undertaking set forth in the rules
promulgated by the Securities and Exchange Commission:

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
foregoing provisions, or
otherwise, the registrant has been
advised that in the opinion of the
Securities and Exchange Commission
such indemnification is against
public policy as expressed in such
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 registrant 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 such Act and will be governed
by the final adjudication of such
issue.

Reference also is made to the Distribution
Agreement to be filed as Exhibit 6 hereto.

Item 28. Business and Other Connections of Investment
Adviser

(a) Investment Adviser

Registrant is fulfilling the requirement of this
Item 28 to provide a list of the officers and directors of First
Chicago Investment Management Company (the "Investment
Adviser"), together with information as to any other business,
profession, vocation or employment of a substantial nature
engaged in by the Investment Adviser or those of its officers
and directors during the past two years, by incorporating by
reference the information contained in the Form ADV filed with
the SEC pursuant to the Investment Advisers Act of 1940 by the
Investment Adviser (SEC File No. 801-_____).

(b) Sub-Investment Adviser

Registrant is fulfilling the requirement of this
Item 28 to provide a list of the officers and directors of ANB
Investment Management and Trust Company (the "Sub-Adviser"),
together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by the
Sub-Adviser or those of its officers and directors during the
past two years, by incorporating by reference the information
contained in the Form ADV filed with the SEC pursuant to the
Investment Advisers Act of 1940 by the Sub-Adviser (SEC File
No. 801-_____).

Item 29. Principal Underwriters

(a) Other investment companies for which
Registrant's principal underwriter (exclusive distributor) acts
as principal underwriter or exclusive distributor:

The Infinity Mutual Funds, Inc.
Emerald Funds, Inc.
Pacific Horizon Funds, Inc.

(b) The information required by this Item 29(b)
regarding each director or officer of Concord Financial Group,
Inc. is incorporated by reference to Schedule A of Form BD filed
by Concord Financial Group, Inc. pursuant to the Securities
Exchange Act of 1934 (SEC File No. 8-37601).

Item 30. Location of Accounts and Records

1. First Chicago Investment Management Company
Three First National Plaza
Chicago, Illinois 60670

2. Concord Financial Group, Inc.
125 West 55th Street
11th Floor
New York, New York 10019

Item 31. Management Services

Not Applicable

Item 32. Undertakings

Registrant hereby undertakes

(1) to file a post-effective amendment,
using financial statements which need not be
certified, within four to six months from the
effective date of Registrant's 1933 Act
Registration Statement.

(2) to call a meeting of shareholders for
the purpose of voting upon the question of
removal of a trustee or trustees when
requested in writing to do so by the
holders of at least 10% of the Registrant's
outstanding shares of beneficial interest
and in connection with such meeting to
comply with the provisions of Section 16(c)
of the Investment Company Act of 1940
relating to shareholder communications.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly
caused this Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, and State of Illinois on the
22nd day of November, 1994.

PRAIRIE FUNDS

BY: /s/Joseph F. Kissel

Joseph F. Kissel, President

Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Joseph F. Kissel,
Richard A. Fabietti, Martin G. Flanigan, James W. Bernaiche, Ann
E. Bergin and Steven A. Smith, and each of them, with full power
to act without the other, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all
amendments to this Registration Statement (including post-
effective amendments and amendments thereto), and to file the
same, with 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 ratifying and confirming all that said
attorneys-in-fact and agents or any 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 and
the Investment Company Act of 1940, this Amendment to the
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>

Signatures Title Date
<S> <C> <C>
/s/Joseph F. Kissel President (Principal November 22, 1994
Joseph F. Kissel Executive Officer)

/s/ Richard A. Fabietti Treasurer (Principal November 22, 1994
Richard A. Fabietti Financial and
Accounting Officer)

/s/John P. Gould Trustee November 22, 1994
John P. Gould

/s/Marilyn McCoy Trustee November 22, 1994
Marilyn McCoy

/s/Raymond D. Oddi Trustee November 22, 1994
Raymond D. Oddi

</TABLE>