LAKE FOREST FUNDS, 485BPOS, 1999-06-29

LAKE FOREST FUNDS
485BPOS, 1999-06-29

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<PAGE> 1
\ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

REGISTRATION NO. 33-87494

POST-EFFECTIVE AMENDMENT NO. 6

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

REGISTRATION NO. 811-8906

AMENDMENT NO. 7

THE LAKE FOREST FUNDS
---------------------

One Westminster Place
Lake Forest, IL 60045-1821
847-295-5700

Agent for Service:

Sheldon Stein
D'Ancona & Pflaum LLC
111 E. Wacker Drive, Suite 2800
Chicago, Illinois 60601-4205
(312) 602-2014

It is proposed that this filing will become effective:

Immediately upon filing pursuant to paragraph (b)
---

X on July 1, 1999, pursuant to paragraph (b)
---

60 days after filing pursuant to paragraph (a)
---

on (date) pursuant to paragraph (a) of Rule 485
---

<PAGE> 2

THE LAKE FOREST FUNDS (FORMERLY LAKE FOREST TRUST)
CROSS REFERENCE SHEET
FORM N-1A

<TABLE>
<CAPTION>
ITEM SECTION IN PROSPECTUS
<S> <C>
1.............................. Front and Back Cover Pages
2.............................. Lake Forest Core Equity Fund
Investment Objective
Principal Investment Strategy
Principal Risks
Past Performance
Lake Forest Money Market Fund
Investment Objective
Principal Investment Strategy
Principal Risks
Past Performance
3.............................. Lake Forest Core Equity Fund
Fees and Expenses
Lake Forest Money Market Fund
Fees and Expenses
4.............................. Lake Forest Core Equity Fund
Investment Objective
Principal Investment Strategy
Principal Risks
Lake Forest Money Market Fund
Investment Objective
Principal Investment Strategy
Principal Risks
5.............................. Not Applicable
6.............................. Management of the Funds
Management and Compensation
7.............................. Shareholder Information
Pricing of Fund Shares
Buying, Selling and Exchanging Shares
Dividends and Distributions
Taxes
8.............................. Not Applicable
9.............................. Lake Forest Core Equity Fund
Financial Highlights
Lake Forest Money Market Fund
Financial Highlights
</TABLE>

<PAGE> 3

ITEM SECTION IN STATEMENT OF ADDITIONAL INFORMATION
<S> <C>
10.............................. Cover Page
Table of Contents
11.............................. The Trust
12.............................. Additional Investment Information
Investment Limitations
Fund Securities
Investment Risks
13.............................. Management of the Funds
Trustees and Officers
Trustee Compensation
14.............................. Principal Holders of the Funds
15.............................. Investment Advisory and Other Services
Investment Adviser
Custodian
Transfer Agent/Administrator
Accountants
Legal Counsel
16.............................. Portfolio Transactions and Brokerage
17.............................. The Shares of the Trust
18.............................. Purchase, Redemption and Pricing of Shares
How to Invest in Each Fund
Exchange Privilege
How to Redeem Shares
Share Price Calculation
Dividends and Distributions
19.............................. Included in the Prospectus
20.............................. Taxes
21.............................. Additional Investment Information
Performance Information
</TABLE>

<PAGE> 4

THE LAKE FOREST FUNDS

LAKE FOREST CORE EQUITY FUND

LAKE FOREST MONEY MARKET FUND

NO-LOAD MUTUAL FUNDS

PROSPECTUS JULY 1, 1999

This Prospectus describes a family of two "no-load" mutual funds issued by The
Lake Forest Funds, organized as an Ohio business trust on November 23, 1994
(the "Trust"). The Lake Forest Core Equity Fund and the Lake Forest Money
Market Fund (collectively, the "Funds") offer different investment
opportunities and have different investment objectives and strategies which are
discussed in this Prospectus.

The Lake Forest Funds are true no-load investments, which means there are no
sales charges, commissions or Rule 12b-1 distribution fees. All purchases and
redemptions of shares are made at net asset value.

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

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

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

<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<S> <C>
LAKE FOREST CORE EQUITY FUND.....................................................................................1

Investment Objective....................................................................................1

Principal Investment Strategy...........................................................................1

Determining If This Fund Is Right For You......................................................2

Principal Risks.........................................................................................2

Past Performance........................................................................................3

Fees and Expenses.......................................................................................4

Example........................................................................................4

Financial Highlights....................................................................................5

LAKE FOREST MONEY MARKET FUND....................................................................................6

Investment Objective....................................................................................6

Principal Investment Strategy...........................................................................6

Determining If This Fund Is Right For You......................................................7

Principal Risks.........................................................................................7

Past Performance........................................................................................8

Fees and Expenses.......................................................................................9

Example .......................................................................................9

Financial Highlights...................................................................................10

MANAGEMENT OF THE FUNDS.........................................................................................11

Management and Compensation............................................................................11

The Year 2000 Computer Problem.........................................................................11

SHAREHOLDER INFORMATION.........................................................................................12

Pricing of Fund Shares.................................................................................12

Buying, Selling and Exchanging Shares..................................................................12

Opening An Account And Making The Initial Purchase of Shares..................................13

Buying More Shares............................................................................14

Exchanging Shares Between The Funds...........................................................14

Selling Your Shares (Redemptions).............................................................15

Exchanging or Selling Your Shares.............................................................16

Dividends and Distributions............................................................................17

Taxes..................................................................................................17

MORE INFORMATION ABOUT THE FUNDS................................................................................18
</TABLE>

<PAGE> 6

LAKE FOREST CORE EQUITY FUND

INVESTMENT OBJECTIVE

The investment objective of the Lake Forest Core Equity Fund (the "Core Equity
Fund") is to provide investors with both long term capital growth and current
income.

PRINCIPAL INVESTMENT STRATEGY

To achieve this investment objective, the Core Equity Fund normally invests at
least 65% of its total assets in dividend paying common stock of large,
established and growing companies with market capitalizations above $5
billion.

Boberski & Company (the "Adviser"), serves as investment adviser for the Core
Equity Fund and manages its investment portfolio. When investing in common
stock, the Adviser applies a rigorous fundamental investment analysis of each
company under consideration. The Adviser will primarily select U.S. companies
believed to have favorable growth characteristics with the potential to compete
in the global marketplace. In determining whether a company has favorable
growth characteristics, the Adviser looks for the following:

o Sales and earnings growth

o Return on equity

o Financial condition

o Market share and product leadership

The Adviser intends to stay fully invested in common stock regardless of the
movement of stock prices and will not normally engage in active and frequent
trading to achieve the Fund's investment objective - subject to the Fund's
liquidity and defensive requirements. The Fund considers selling a particular
common stock when the investment criteria used by the Adviser is no longer met
by the company.

The Adviser seeks to reduce investment risks by diversifying the Fund's
investments across a broad range of industries and companies and by investing
primarily in larger companies with a history of strong cash flows.

For temporary defensive purposes, the Fund may hold all or a portion of its
assets in money market instruments, securities of money market registered
investment companies or repurchase agreements collateralized by U.S. Government
obligations. In addition, the Fund may make such investments at any time to
maintain liquidity or pending selection of investments in accordance with its
policies.

<PAGE> 7

Determining If This Fund Is Right For You

The Core Equity Fund holds the common stock of these companies for the long
term, with the view that selected growth companies can generate better returns
for investors over time. The Fund is designed for individual investors with a
long-term wealth building horizon (five years or more) and is particularly
suitable for retirement and educational funds. An investment in this Fund may
not be appropriate for short-term investors.

PRINCIPAL RISKS

Although the Adviser makes every effort to achieve the Core Equity Fund's
investment objective, all investments carry some degree of risk which will
affect the value of a fund's investments, its investment performance and the
price of its shares. As a result, loss of money is a risk of investing in the
Fund. The following summarizes the principal risks that apply to the Fund and
may result in a loss of your investment:

o MARKET RISK. Due to the risks of investing in the stock market, the Fund
may experience a sudden, unpredictable decline in value, as well as
periods of poor performance. Because stock values go up and down, the
value of your shares may go up and down. Therefore, when you sell your
investment, you may receive more or less money than you originally
invested.

o COMPANY RISK: The price of a common stock varies with the success and
failure of its issuer. As a result, the success of the companies in which
the Fund invests largely determines the Fund's performance.

o MANAGEMENT RISK: The investment strategy used by the Adviser may fail to
produce the intended results.

- -------------------------------------------------------------------------------
An investment in Lake Forest Core Equity Fund is not a bank deposit
and is not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency.
- -------------------------------------------------------------------------------

<PAGE> 8

PAST PERFORMANCE

The bar chart and the table below provide an indication of the risks of
investing in the Core Equity Fund by showing the changes in the Fund's
performance for each year since inception and by presenting the Fund's average
annual returns for the one, three and since inception periods compared to those
of the S&P 500(R) Index*. How the Fund has performed in the past is not
necessarily an indication of how the Fund will perform in the future.

[GRAPH]

<TABLE>
<CAPTION>
FUND'S
YEAR PERFORMANCE
- ---- -----------

LAKE FOREST CORE EQUITY FUND CALENDAR YEAR TOTAL RETURNS
(As of December 31st of Each Year)

Best Quarter 4th Quarter 1998 17.54%
Worst Quarter 3rd Quarter 1998 (7.91%)

Return For The Fiscal Quarter
Ended May 31, 1999 was 4.58%
(Not Annualized)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ending December 31, 1998) PAST 1 YEAR PAST 3 YEARS LIFE OF FUND
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CORE EQUITY FUND 21.72% 23.94% 22.17%
- -----------------------------------------------------------------------------------------------------------------
S&P 500(R) 28.58% 28.13% 29.30%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

* The S&P 500(R) Index is an unmanaged index of 500 selected common stocks. The
Index is adjusted for dividends and is weighted towards stocks with large
market capitalization. An investor cannot invest directly in an index.

<PAGE> 9

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund. The Core Equity Fund is a true "no-load" fund. You do
not pay a sales charge when you buy or sell shares and you are not charged a
12b-1 distribution fee.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CORE EQUITY FUND SHAREHOLDER FEES*
(Fees Paid Directly From Your Investment)
- --------------------------------------------------------------------------------
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases None
- --------------------------------------------------------------------------------
Maximum Deferred sales Charge (Load) None
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) you Pay on Reinvested Dividends None
- --------------------------------------------------------------------------------
Redemption Fees** 0.10%
- --------------------------------------------------------------------------------
Exchange Fees*** $ 5.00
- --------------------------------------------------------------------------------
Wire Transfer Fees*** $15.00
- --------------------------------------------------------------------------------
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(For The Fiscal Year Ended February 28, 1999)
(Expenses That Are Deducted From The Core Equity Fund's Assets)
- --------------------------------------------------------------------------------
<S> <C>
Management Fee 1.25%
- --------------------------------------------------------------------------------
Distribution (12b-1) fees None
- --------------------------------------------------------------------------------
Other Expenses**** None
- --------------------------------------------------------------------------------
Total Fund Operating Expenses 1.25%
- --------------------------------------------------------------------------------
</TABLE>

*These fees are based on current fee schedules and may change at any time. In
addition, fees may be waived by the Adviser at anytime. Such waivers are
voluntary and shall not be deemed as an obligation to continue to waive the
fees in the future. Shareholders who maintain balances below the required
minimum balance are subject to a $5.00 charge per month that the account is
below the required minimum.

** Charged to the percentage of the net asset value of shares held less than 30
days.

***Charged to shareholders by the Custodian and/or Transfer Agent.

****The Adviser pays all of the Fund's operating expenses except the management
fee, interest, taxes, brokerage commissions and extraordinary expenses.

EXAMPLE

The example is intended to help you compare the cost of investing in the Core
Equity Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that
the Fund's operating expenses remain the same. Although your actual costs may
be higher or lower, your costs would be:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1 YEAR 3 YEAR 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
$127.00 $397.00 $686.00 $1,511.00
- --------------------------------------------------------------------------------
</TABLE>

<PAGE> 10

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Core
Equity Fund's financial performance for the 4 years of the Fund's operations.
Certain information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would have
earned on an investment in the Fund, assuming reinvestment of all dividends and
distributions.

This information has been audited by McCurdy & Associates CPA's, Inc., The Lake
Forest Funds' independent certified accountants, whose report, along with the
Fund's financial statements, are included in the Annual Report, which is
available upon request.

<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28,

LAKE FOREST CORE EQUITY FUND 1999 1998 1997 1996
- ---------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Net Asset Value, Beginning Of Period $25.89 $20.04 $17.34 $15.00

INCOME FROM INVESTMENT OPERATIONS

Net Investment Income 0.22 0.31 0.39 0.56

Net Realized Gain And Unrealized Gains
(Losses) 3.40 5.83 3.07 2.13
- ---------------------------------------------------------------------------------------------------------------------------------

TOTAL FROM INVESTMENT OPERATIONS 3.62 6.14 3.46 2.69
- ---------------------------------------------------------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS

Dividends From Net Investment Income (0.27) (0.29) (0.37) (0.15)

Dividends From Realized Gains 0.00 0.00 (0.39) (0.20)

Dividends in Excess of Net Investment Income
(Return of Capital) (0.01) 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------------------------------------------------

TOTAL DIVIDENDS AND DISTRIBUTIONS (0.28) (0.29) (0.76) (0.35)
- ---------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End Of Period $29.23 $25.89 $20.04 $17.34
=================================================================================================================================

TOTAL RETURN 14.03% 30.87% 20.65% 18.59%

Net Assets, End of Period
(000,000 omitted) $11,425 $7,890 $2,592 $1,016

RATIO/SUPPLEMENTAL DATA

Ratio of Expenses to Average Net Assets 1.25% 1.19% 1.00% 0.45%

Ratio Of Net Investment Income To Average Net Assets 0.81% 1.32% 2.10% 3.89%

Portfolio Turnover Rate 0.00% 0.00% 0.00% 129.77%
</TABLE>

<PAGE> 11

LAKE FOREST MONEY MARKET FUND

INVESTMENT OBJECTIVE

The investment objective of the Lake Forest Money Market Fund (the "Money
Market Fund") is to provide the highest level of current income consistent with
the maintenance of liquidity and preservation of capital.

PRINCIPAL INVESTMENT STRATEGY

The Money Market Fund invests exclusively in obligations issued or guaranteed
as to principal and interest by the United States Government, its agencies and
its instrumentalities ("U.S. Government Securities") as well as repurchase
agreements involving these securities. Repurchase agreements are short-term
investments in which the purchaser acquires ownership of a U.S. Government
Security and the seller agrees to repurchase the security at a future time at a
set price, thereby determining the yield during the purchaser's holding period,
which is usually not more than seven days from the date of purchase. The
seller's agreement is secured by the U.S. Government Security which acts as
collateral for the obligation.

The Adviser serves as investment adviser for the Money Market Fund and manages
its investment portfolio. To the extent that it is feasible to do so, the
Adviser will invest in U.S. Government Securities which are, by federal
statute, exempt from state and local taxes. Such securities are subject to
federal taxation. However, the Fund will not be fully invested in securities
that are exempt from state and local taxes.

The Money Market Fund seeks to maintain a stable net asset value of $1.00 per
share pursuant to a rule of the Securities and Exchange Commission (the "SEC")
which requires that the Fund's portfolio meet certain maturity, quality and
diversification standards. The Fund will maintain a dollar-weighted average
portfolio of 90 days or less and purchase only U.S. Government Securities
having remaining maturities of 397 days or less.

<PAGE> 12

Determining If This Fund Is Right For You

The Money Market Fund is designed for the investment of short-term cash
reserves. The Fund is appropriate as an investment for corporations, pension
and profit sharing plans, and other institutional and individual investors.
Shareholders should consult their own tax advisors regarding the tax
ramifications of an investment in the Money Market Fund.

PRINCIPAL RISKS

Although the Adviser makes every effort to achieve the Money Market Fund's
investment objective, all investments carry some degree of risk which will
affect the value of a fund's investments, its investment performance and the
price of its shares. As a result, loss of money is a risk of investing in the
Fund. Because the Money Market Fund invests exclusively in short-term U.S.
Government Securities, it incurs a minimum of interest rate and credit risk.
The following summarizes the principal risks that apply to the Fund and may
result in a loss of your investment:

o GOVERNMENT SECURITIES RISK. The U.S. government may not provide financial
support to U.S. government agencies, instrumentalities or sponsored
enterprises if it is not obligated to do so by law.

o INTEREST RATE/MATURITY RISK. Increases in prevailing interest rates will
cause fixed income securities held by the Fund to decline in value. The
magnitude of this decline will often be greater for longer-term fixed
income securities than shorter-term securities.

o DIVIDEND RISK. The Fund's Dividends are not stable. When interest rates
increase, the Fund's dividends should increase. When interest rates
decrease the Fund's dividends should decrease.

- -------------------------------------------------------------------------------
An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.
- -------------------------------------------------------------------------------

<PAGE> 13

PAST PERFORMANCE

The bar chart and the table below provide an indication of the risks of
investing in the Money Market Fund by showing the changes in the Fund's
performance for each year since the Fund's inception and by presenting the
Fund's average annual returns for the one, three and since inception periods.
How the Fund has performed in the past is not necessarily an indication of how
the Fund will perform in the future.

[GRAPH]

<TABLE>
<CAPTION>
FUND'S
YEAR PERFORMANCE
- ---- -----------

LAKE FOREST CORE EQUITY FUND CALENDAR YEAR TOTAL RETURNS
(As of December 31st of Each Year)

Best Quarter 3rd Quarter 1995 1.45%
Worst Quarter 4th Quarter 1998 1.20%

Return For The Fiscal Quarter
Ended May 31, 1999 was 1.18%
(Not Annualized)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ending December 31, 1998) PAST 1 YEAR PAST 3 YEARS LIFE OF FUND
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MONEY MARKET FUND 5.37% 5.36% 5.42%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

The Money Market Fund's returns without the voluntary fee waiver for 1996, 1997
and 1998 calendar years would have been 4.90% 5.07% and 5.00% respectively.

You can obtain Lake Forest Money Market Fund's most recent 7-day SEC Yield by
calling us toll-free at 1-800-592-7722, Monday through Friday, 8 a.m. to 5 p.m.
Central Standard Time.

<PAGE> 14

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund. The Money Market Fund is a true "no-load" fund. You do
not pay a sales charge when you buy or sell shares and you are not charged a
12b-1 distribution fee.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MONEY MARKET FUND SHAREHOLDER FEES*
(Fees Paid Directly From Your Investment)
- --------------------------------------------------------------------------------
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases None
- --------------------------------------------------------------------------------
Maximum Deferred sales Charge (Load) None
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) you Pay on Reinvested Dividends None
- --------------------------------------------------------------------------------
Redemption Fees** 0.10%
- --------------------------------------------------------------------------------
Exchange Fees*** $ 5.00
- --------------------------------------------------------------------------------
Wire Transfer Fees*** $15.00
- --------------------------------------------------------------------------------
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(For The Fiscal Year Ended February 28, 1999)
(Expenses That Are Deducted from Money Market Fund's Assets)
- --------------------------------------------------------------------------------
<S> <C>
Management Fee**** 0.5%
- --------------------------------------------------------------------------------
Distribution (12b-1) fees None
- --------------------------------------------------------------------------------
Other Expenses***** None
- --------------------------------------------------------------------------------
Total Fund Operating Expenses 0.5%
- --------------------------------------------------------------------------------
</TABLE>

*These fees are based on current fee schedules and may change at any time. In
addition, fees may be waived by the Adviser at anytime. Such waivers are
voluntary and shall not be deemed as an obligation to continue to waive the fees
in the future. Shareholders who maintain balances below the required minimum
balance are subject to a $5.00 charge per month that the account is below the
required minimum.

** Charged to the percentage of the net asset value of shares held less
than 30 days.

***Charged to shareholders by the Custodian and/or Transfer Agent.

****The Adviser voluntarily waived the Management Fee over 0.125% for an
indeterminate period of time. The waiver may be rescinded at any time.

*****The Adviser pays all of the Fund's operating expenses except the management
fee, interest, taxes, brokerage commissions and extraordinary expenses. The
actual expenses, including the management fee for the fiscal year ended February
28, 1999, was 0.125%.

EXAMPLE

The example is intended to help you compare the cost of investing in the Money
Market Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, your costs would be:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
1 YEAR 3 YEAR 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
$13.00 $40.00 $71.00 $160.00
- ---------------------------------------------------------------------------
</TABLE>

<PAGE> 15

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Money
Market Fund's financial performance for the 4 years of the Fund's operations.
Certain information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would have
earned on an investment in the Fund, assuming reinvestment of all dividends and
distributions.

This information has been audited by McCurdy & Associates CPA's, Inc., the
Fund's independent certified accountants, whose report, along with the Fund's
financial statements, are included in the Annual Report, which is available
upon request.

<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28,

LAKE FOREST MONEY MARKET FUND 1999 1998 1997 1996
- --------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Net Asset Value, Beginning Of Period $1.00 $1.00 $1.00 $1.00

INCOME FROM INVESTMENT OPERATIONS

Net Investment Income 0.05 0.05 0.05 0.06

Net Realized Gain And Unrealized Gains 0.00 0.00 0.00 0.00
(Losses)
- --------------------------------------------------------------------------------------------------------------------------------

TOTAL FROM INVESTMENT OPERATIONS 0.05 0.05 0.05 0.06
- --------------------------------------------------------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS

Dividends From Net Investment Income (0.05) (0.05) (0.05) (0.06)

Distribution from Realized Gains From Security
Transactions 0.00 0.00 0.00 0.00
- --------------------------------------------------------------------------------------------------------------------------------

Total Distributions (0.05) (0.05) (0.05) (0.06)
- --------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End Of Period $1.00 $1.00 $1.00 $1.00
================================================================================================================================

TOTAL RETURN 5.10% 5.51% 5.13% 5.50%

RATIOS/SUPPLEMENTAL DATA

Net Assets, End Of Period (000 Omitted) $11,469 $5,332 $3,016 $1,787

Ratio Of Expenses To Average Net Assets 0.50% 0.50% 0.50% 0.50%

Ratio Of Expenses To Average Net Assets, After
Reimbursement 0.125% 0.125% 0.125% 0.08%

Ratio Of Net Investment Income To Average Net
Assets 4.67% 5.01% 4.75% 5.09%

Ratio of Net Investment Income To Average Net
Assets, After Reimbursement 5.04% 5.38% 5.13% 5.50%

Portfolio Turnover Rate 0.00% 0.00% 0.00% 0.00%
</TABLE>

<PAGE> 16

MANAGEMENT OF THE FUNDS

This section shows how the Lake Forest Funds are managed and how the manager is
compensated. Additional information on the management of the Funds is provided
in The Lake Forest Funds' Statement of Additional Information. For information
on how to receive this document, see the back cover of this prospectus.

MANAGEMENT AND COMPENSATION

INVESTMENT ADVISER

Boberski & Company (the "Adviser")
270 Westminster
Lake Forest, Illinois 60045

The Adviser manages the investments and business affairs of the Funds and pays
all of each Funds' operating expenses except the management fee, interest,
taxes, brokerage commissions and extraordinary expenses.

o Annual Adviser Fee (based on average net assets):

o Core Equity Fund: 1.25%

o Money Market Fund: 0.50%

(Fees Over 0.125% Are Currently Waived by the Adviser. This waiver may be
rescinded at any time.)

THE YEAR 2000 COMPUTER PROBLEM.

The Adviser and third parties providing investment advisory, administrative,
transfer agent, custodial and other services utilize systems that may be
affected by Year 2000 transition issues (many computer software systems in use
today cannot distinguish the year 2000 from the year 1900 because of the way
dates are encoded and calculated). Difficulties with Year 2000 issues could
have a negative impact on handling securities trades, payments of interest and
dividends, pricing and account services. Although there can be no assurance
that there will be no adverse impact on the Funds, the service providers have
advised the Funds that they have been actively working on necessary changes to
their computer systems to prepare for the Year 2000 and expect that their
systems, and those of parties they deal with, will be adapted in time for these
events. In addition, there can be no assurance that the companies which the
Funds invest in will not experience difficulties with Year 2000 issues which
may negatively effect the market value of those companies.

<PAGE> 17

SHAREHOLDER INFORMATION

This section describes how an investment in The Lake Forest Funds is valued,
how you may buy, sell and exchange shares in the Funds, how money is earned on
an investment and how those earnings are taxed by the government.

PRICING OF FUND SHARES

The share price (net asset value) of the Core Equity Fund is calculated once
daily, as of the close of trading on the New York Stock Exchange (4:00 p.m.,
New York Time), on any day when the New York Stock Exchange is open for
business. The net asset value of shares of the Money Market Fund is calculated
twice daily as of 12:00 p.m. and 4:00 p.m., New York Time, on any day when the
New York Stock Exchange is open for business. The price of the shares of both
Funds will also be calculated on other days if there is sufficient trading in
the Fund's portfolio securities such that its net asset value might be
materially affected. The net asset value per share of each Fund is computed by
dividing the sum of the value of the securities held by the Fund plus any cash
or other assets minus all liabilities (including estimated accrued expenses) by
the total number of shares outstanding at such time, rounded to the nearest
cent. For the Money Market Fund, this is known as the penny- rounding method of
pricing.

Securities which are traded on any exchange or on the NASDAQ over-the-counter
market are valued at the last quoted sale price. Lacking a last sale price, a
security is valued at its last bid price except when the last bid price does
not accurately reflect the current value of the security. All other securities
for which over-the-counter market quotations are readily available are valued
at their last bid price. When market quotations are not readily available, when
it is determined that the last bid price does not accurately reflect the
current value, or when restricted securities are being valued, such securities
are valued as determined in good faith by a pricing committee, in conformity
with guidelines adopted by and subject to review of the Board of Trustees of
the Trust.

BUYING, SELLING AND EXCHANGING SHARES

Subject to a minimum initial investment of $2,500 for each Fund ($1,000 for tax
sheltered accounts such as IRAs, MSAs and similar accounts) and minimum
subsequent investments of $500, you may invest any amount you choose, as often
as you want, in either Fund. You may diversify your investments by choosing a
combination of the Funds for your investment program.

<PAGE> 18

OPENING AN ACCOUNT AND MAKING THE INITIAL PURCHASE OF SHARES

1 BY MAIL. You may open an account and purchase shares of each Fund by
completing and signing the investment application form which accompanies
this Prospectus. Mail it, together with a check (subject to the minimum
amounts) made payable to The Lake Forest Funds, to the Custodian at:

The Lake Forest Funds
c/o Firstar Bank, N.A.
P.O. Box 640244
Cincinnati, Ohio 45264-0244

Please identify the Fund(s) in which you wish to invest.

2 BY WIRE. You may purchase shares of each Fund by wiring federal funds from
your bank, which may charge you a fee for doing so. If money is to be
wired, you must call American Data Services, Inc., the Funds' Transfer
Agent, at 1-800-592-7722 and provide the following information:

LAKE FOREST CORE EQUITY FUND: LAKE FOREST MONEY MARKET FUND:
Firstar Bank, N.A., CINTI/TRUST Firstar Bank, N.A. CINTI/TRUST
ABA #0420-0001-3 ABA #0420-0001-3
Attn: Lake Forest Core Equity Fund Attn: Lake Forest Money Market Fund
DDA # 483609095 DDA # 483609129
Account Name Account Name
(write in shareholder name) (write in shareholder name)
Shareholder Account # Shareholder Account #
(write in account #) (write in account #)

You must mail a signed application to the Transfer Agent at the above address
in order to complete your initial wire purchase. Wire orders will be accepted
only on a day on which the Funds and the Custodian and Transfer Agent are open
for business. Any delays which may occur in wiring money, including delays
which may occur in processing by the banks, are not the responsibility of the
Funds or the Transfer Agent. The Transfer Agent or the Custodian may charge you
a fee for wire transfers. Currently that fee is a total of $15.00. Any charges
for wire transfers will be deducted from your Fund account by redemption of
shares. Your bank may also charge you a fee for this service. A wire purchase
will not be considered made until the wired money is received and the purchase
is accepted by the Funds. If your check or wire does not clear, you will be
charged $20.00 and will be responsible for any loss incurred. If you are
already a shareholder, the Fund can redeem shares from any identically
registered account in either Fund as reimbursement for any loss incurred. You
may be prohibited or restricted from making future purchases in either Fund.

You should contact the Transfer Agent for the procedure to open an IRA or SEP
plan, as well as more specific information regarding these retirement plan
options. Consultation with an attorney or tax adviser regarding these plans is
advisable. Custodial fees for tax sheltered accounts will be paid by the
shareholder by redemption of sufficient shares of the Fund from the account
unless the fees are paid directly to the custodian. You can obtain information
about the custodial fees from the Transfer Agent.

<PAGE> 19

BUYING MORE SHARES

You may purchase additional shares of either Fund at any time (minimum of $500)
by mail or wire. Each additional purchase request must contain your name, the
name of your account(s), your account number(s), and the Fund(s) in which you
wish to invest. Checks should be made payable to The Lake Forest Funds and
should be sent to the Custodian's address. A bank wire should be sent as
indicated in "By Wire."

- --------------------------------------------------------------------------------
MAKING AUTOMATIC INVESTMENTS. You may arrange to make additional investments
($100 minimum) automatically on a monthly or bi-monthly basis by transfers from
your checking account. You must complete the Optional Automatic Investment Plan
section of the investment application and provide the Trust with a voided check
to institute this option. You may terminate this automatic investment program
at any time, and the Fund may modify or terminate the plan at any time.
- --------------------------------------------------------------------------------

When Your Purchases Are Processed

Your purchase of shares of the Lake Forest Core Equity Fund will be effected at
the next share price calculated after the close of business on the day your
investment is received by the Transfer Agent. Your order for shares of the Lake
Forest Money Market Fund will not be complete until the Fund has received
federal funds. If a check for purchase of shares is not drawn on federal funds,
shares will be purchased at the next share price calculated after the check is
converted into federal funds (normally two days or less).

The Funds do not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund and the Fund's
Transfer Agent for the account of the shareholder. The Funds reserve the right
to limit the amount of purchases and to refuse to sell to any person.

EXCHANGING SHARES BETWEEN THE FUNDS

As a shareholder in either Fund, you may exchange shares valued at $1,000 or
more for shares of any other Fund in the Trust. An exchange may be made by
written request signed by all registered owners of the account mailed to the
Transfer Agent. Exchanges may also be requested by calling the Transfer Agent
if you have completed the Optional Telephone Redemption and Exchange section of
the investment application. See "By Telephone" for information about liability
for losses due to unauthorized or fraudulent instructions. Requests for
exchanges received prior to close of trading on the New York Stock Exchange
(currently 4:00 p.m. New York Time) will be processed at the next determined
net asset value as of the close of business on the same day. You will be
charged a fee by the Transfer Agent for each exchange. Currently these fees are
$5.00 per exchange per account.

An exchange is made by redeeming shares of one Fund and using the proceeds to
buy shares of another Fund, with the net asset value for the redemption and the
purchase calculated on the same day. Before making an exchange, you should
consider the investment objective of the Fund to be purchased. If your exchange
creates a new account, you must satisfy the requirements of the Fund in which
shares are being purchased.

<PAGE> 20

You may make an exchange to a new account or an existing account; however, the
account ownerships must be identical. Exchanges may be made only in states
where an exchange may legally be made. The Funds reserve the right to terminate
or modify the exchange privilege in the future upon 60 days prior notice to the
shareholders. If your account is subject to backup withholding, you may not use
the exchange privilege.

Because excessive trading can hurt the Funds' performance and shareholders, the
Funds also reserve the right to temporarily or permanently terminate, with or
without advance notice, the exchange privilege of any investor who makes
excessive use of the exchange privilege (e.g. more than five exchanges per
calendar year). Your exchanges may be restricted or refused if a Fund receives
or anticipates simultaneous orders affecting significant portions of the Fund's
assets. In particular, a pattern of exchanges with a "market timer" strategy
may be disruptive to the Funds.

SELLING YOUR SHARES (REDEMPTIONS)

All sales will be made at the net asset value determined after the redemption
request has been received by the Transfer Agent in proper order. "Proper order"
means your request for a redemption must include your letter of instruction,
including the Fund name, account number, account name(s), the address and the
dollar amount or number of shares you wish to redeem. This request must be
signed by all registered share owner(s) in the exact name(s) and any special
capacity in which they are registered. For all redemptions, the Funds require
that signatures be guaranteed by a bank or member firm of a national securities
exchange. Signature guarantees are for the protection of shareholders. At the
discretion of the Funds or the Transfer Agent, a shareholder, prior to
redemption, may be required to furnish additional legal documents to insure
proper authorization.

Redemptions will be effected at the next determined share price. The proceeds
will then be made payable to the registered shareholder and mailed to the
address registered on the account, or wired to your bank or brokerage firm, as
authorized by you on your application. The Transfer Agent and the Custodian may
charge you a fee for wire transfers. Currently that fee is a total of $15.00.
Any charges for wire redemption will be deducted from your Fund account by
redemption of shares. The proceeds of the sale may be more or less than the
purchase price of your shares, depending on the market value of the Fund's
securities at the time of your redemption. You will be charged a redemption fee
of 0.10% of the net asset value of shares held less than 30 days.

- --------------------------------------------------------------------------------
SELLING SHARES BY SYSTEMATIC WITHDRAWAL PLAN. A withdrawal under the Systematic
Withdrawal Plan involves selling shares, and may result in a gain or loss for
federal income tax purposes. Shareholders may request that a check drawn in a
predetermined amount be sent to them each month or calendar quarter. A
shareholder's account must have Fund shares with a value of at least $10,000 in
order to start a Systematic Withdrawal Program. The minimum amount that may be
withdrawn each month or quarter under the Systematic Withdrawal Program is
$100. This Program may be terminated by a shareholder or the Funds at any time
without charge or penalty and will become effective five business days
following receipt of your instructions. Shares will be sold within 3 business
days before month-end.
- --------------------------------------------------------------------------------

<PAGE> 21

The Fund May Redeem Your Shares If Your Account Falls Below $2,500

An involuntary redemption constitutes a sale. You should consult your tax
adviser concerning the tax consequences of involuntary redemptions. A
shareholder may increase the value of his or her shares in the Fund to the
minimum amount within the 30-day period. Each share of each Fund is subject to
redemption at any time if the Board of Trustees determines in its sole
discretion that failure to so redeem may have materially adverse consequences
to all or any of the shareholders of the Trust or any Fund of the Trust.

The Funds charge an account closing fee of $15.00. Redemptions specifying a
certain date or share price cannot be accepted and will be returned. We will
mail or wire you the proceeds on or before the fifth business day following the
redemption. However, payment for redemption made against shares purchased by
check (other than exchanges into the other Fund) will be made only after the
check has been collected, which normally may take up to fifteen days. Also,
when the New York Stock Exchange is closed (or when trading is restricted) for
any reason other than its customary weekend or holiday closing or under any
emergency circumstances, as determined by the Securities and Exchange
Commission, we may suspend redemptions or postpone payment dates.

EXCHANGING OR SELLING YOUR SHARES

1 BY MAIL. Your request should be addressed to:

The Lake Forest Funds
c/o American Data Services, Inc.
150 Motor Parkway #109
Hauppauge, New York 11788-5108

2 BY TELEPHONE. You may request the redemption or exchange of your shares in
either Fund by calling the Transfer Agent at 1-800-592-7722 and requesting
that proceeds be mailed to you or wired to your bank or brokerage firm.
For sales or exchanges, you must first complete the Optional Telephone
Redemption and Exchange section of the investment application.

The Funds, the Adviser, the Transfer Agent and the Custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do
not employ reasonable procedures to confirm that telephone instructions
are genuine, they may be liable for any losses due to unauthorized or
fraudulent instructions. Procedures employed will include recording
telephone instructions and requiring a form of personal identification
from the caller. The telephone redemption and exchange procedures may be
terminated at any time by the Funds or the Transfer Agent. During periods
of extreme market activity it is possible that shareholders may encounter
some difficulty in contacting the Funds by telephone, although neither the
Funds nor the Transfer Agent have ever experienced difficulties in
receiving and in a timely fashion responding to telephone requests for
redemptions or exchanges.

<PAGE> 22

DIVIDENDS AND DISTRIBUTIONS

Dividends begin to accrue after you become a shareholder. Each Fund intends to
distribute substantially all of its net investment income as dividends to its
shareholders. The Core Equity Fund intends to declare and pay dividends on a
quarterly basis and the Money Market Fund intends to declare dividends daily
and pay them monthly. Each Fund intends to distribute its net long-term capital
gains at least once a year and its net short-term capital gains at least once a
year. Income dividends and capital gain distributions are automatically
reinvested in additional shares at the net asset value per share on the
distribution date.

An election to receive a cash payment of dividends and/or capital gain
distributions may be made in the application to purchase shares or by separate
written notice to the Transfer Agent. Shareholders will receive a confirmation
statement reflecting the payment and reinvestment of dividends and summarizing
all other transactions. If cash payment is requested, a check normally will be
mailed within five business days after the payable date. If you withdraw your
entire account, all dividends accrued to the time of withdrawal, including the
day of withdrawal, will be paid at that time. You may elect to have
distributions on shares held in IRAs and 403(b) plans paid in cash only if you
are 59 1/2 years old or permanently and totally disabled or if you otherwise
qualify under the applicable plan.

TAXES

This section is not intended to be a full discussion of all the aspects of the
federal income tax law and its effects on shareholders. Shareholders are urged
to consult their own tax advisors regarding specific questions as to federal,
state or local taxes, the tax effect of distributions and withdrawals from the
Fund and the use of the Exchange Privilege.

Each Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying, a Fund
will not be subject to federal income taxes to the extent that it distributes
substantially all of its net investment income and any realized capital gains.
For federal income tax purposes, each Fund is treated as a separate entity for
the purpose of computing taxable net income and net realized capital gains and
losses. Dividends paid by each Fund from ordinary income and short-term capital
gains are taxable to shareholders as ordinary income, but may be eligible in
part for the dividends received deduction for corporations. Any distributions
designated as being made from net realized long term capital gains are taxable
to shareholders as long term capital gains regardless of the holding period of
the shareholder. Distributions are taxable whether received in cash or
reinvested in additional shares.

A dividend received shortly after the purchase of shares reduces the net asset
value of the shares by the amount of the dividend and although in effect a
return of capital, such dividend will be taxable to the shareholder. If a
shareholder realizes a loss on the sale or exchange of any shares held for six
months or less and if the shareholder received a capital gain distribution
during such six-month period, then the loss is treated as a long-term capital
loss to the extent of the capital gain distribution. An exchange results in a
sale of shares for federal income tax purposes. If you make use of the exchange
privilege, you may realize either a long term or short-term capital gain or
loss on the shares redeemed.

Each Fund will mail to each shareholder after the close of the calendar year a
statement setting forth the federal income tax status of distributions made
during the year. Dividends and capital gains distributions may also be subject
to state and local taxes.

If for any reason you don't provide the Funds with your correct Social Security
or Tax I.D. number (or certify that you are not subject to backup withholding),
the Funds are required by the Code to withhold 31% of taxable dividends and
proceeds of certain exchanges and redemptions.

<PAGE> 23

MORE INFORMATION ABOUT THE FUNDS

For more information about the Lake Forest Funds, request a free copy of the
Statement of Additional Information or the Annual and Semi-Annual Reports. The
STATEMENT OF ADDITIONAL INFORMATION provides more detailed information about
The Lake Forest Funds and their management and operations. Additional
information about the Lake Forest Funds' investments is available in the Funds'
ANNUAL AND SEMI-ANNUAL REPORTS to shareholders which discuss the market
conditions and investment strategies that significantly affected the Funds'
performance during the last fiscal year.

The Lake Forest Funds' Statement of Additional Information and Annual Reports
have been filed electronically with the Securities and Exchange Commission
(SEC) and are incorporated by reference into this Prospectus.

YOU MAY REQUEST THESE DOCUMENTS:

1 BY TELEPHONE. Call The Lake Forest Funds toll-free at 1-800-592-7722,
Monday through Friday, 8 a.m. to 5 p.m. Central Standard Time. You may
also call this number for shareholder inquiries.

2 VIA THE INTERNET. Visit the SEC Web site at www.sec.gov, or visit our
Web site at www.lakeforestfunds.com.

3 FROM THE SEC. The SEC's Public Reference Room in Washington DC. For
more information call 1-800-SEC-0330. Additional copies of this
information can be obtained, for a duplicating fee, by writing the
Public Reference Section of the SEC, Washington DC 30549-6009.

4 BY MAIL. Specify the document you are requesting when writing to us:

THE LAKE FOREST FUNDS
c/o American Data Services, Inc.
150 Motor Parkway #109
Hauppauge, New York 11788-5108

Investment Company Act file number 811-8906

18
<PAGE> 24

LAKE FOREST FUNDS

STATEMENT OF ADDITIONAL INFORMATION

JULY 1, 1999

LAKE FOREST CORE EQUITY FUND
LAKE FOREST MONEY MARKET FUND

This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus of The Lake Forest Funds dated
July 1, 1999. The Funds' February 28, 1999 Annual Report accompanies this
Statement of Additional Information. The financial statements appearing in the
Annual Report are incorporated herein by reference. A copy of the Prospectus can
be obtained by writing the Transfer Agent at P.O. Box 5536 Hauppauge, New York
11788-0132, or by calling 1-800-592-7722.

<PAGE> 25

TABLE OF CONTENTS

<TABLE>
<S> <C>
THE TRUST.....................................................................1

THE SHARES OF THE TRUST.......................................................1

PRINCIPAL HOLDERS OF THE FUNDS................................................2

ADDITIONAL INVESTMENT INFORMATION.............................................2

Investment Limitations...............................................3

Fund Securities......................................................4

Investment Risks.....................................................9

Performance Information..............................................9

MANAGEMENT OF THE FUNDS......................................................11

Trustees And Officers...............................................11

Trustee Compensation................................................12

INVESTMENT ADVISORY AND OTHER SERVICES.......................................12

Investment Adviser..................................................12

Custodian...........................................................14

Transfer Agent /Administrator.......................................14

Accountants.........................................................14

Legal Counsel.......................................................14

PORTFOLIO TRANSACTIONS AND BROKERAGE.........................................14

PURCHASE, REDEMPTION AND PRICING OF SHARES...................................15

How To Invest In Each Fund..........................................15

Exchange Privilege..................................................17

How To Redeem Shares................................................18

Share Price Calculation.............................................20

Dividends And Distributions.........................................21

Taxes...............................................................21

INVESTMENT PERFORMANCE.......................................................22

FINANCIAL STATEMENTS.........................................................23
</TABLE>

<PAGE> 26

THE TRUST

The Lake Forest Funds (the "Trust") is an open-end investment company
established under the laws of Ohio by an Agreement and Declaration of Trust
dated November 23, 1994 (the "Trust Agreement").

THE SHARES OF THE TRUST

The Trust Agreement permits the Trustees to issue an unlimited number of shares
of beneficial interest of separate series without par value. Shares of two
diversified series have been authorized, which shares constitute the interests
in Lake Forest Core Equity Fund (the "Equity Fund") and Lake Forest Money Market
Fund (the "Money Market Fund").

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

Upon sixty days prior written notice to shareholders, a Fund may make redemption
payments in whole or in part in securities or other property if the Trustees
determine that existing conditions make cash payments undesirable.

Any Trustee of the Trust may be removed by vote of the shareholders holding not
less than two-thirds of the outstanding shares of the Trust. The Trust does not
hold an annual meeting of shareholders. When matters are submitted to
shareholders for a vote, each shareholder is entitled to one vote for each whole
share he owns and fractional votes for fractional shares he owns. All shares of
a Fund have equal voting rights and liquidation rights. All shares of a fund are
redeemable, freely transferable, and have equal dividend, voting and liquidation
rights.

1
<PAGE> 27

PRINCIPAL HOLDERS OF THE FUNDS

As of June 9, 1999, the following persons owned five percent (5%) or more of the
Equity Fund:

<TABLE>
<CAPTION>
Name and Address Percent Outstanding
- ---------------- -------------------
<S> <C>
Charles Peters IRA R/O 5.916%
Star Bank NA Custodian
1786 Golf Ridge Dr. S.
Bloomfield Hills, MI 48302-1730

Eric Norgaard Living Trust 7.083%
Eric Norgaard TTEE
1306 Brook Lane
Glenview, IL 60025-2318
</TABLE>

As of June 9, 1999, the following persons owned five percent (5%) or more of the
Money Market Fund:

<TABLE>
<CAPTION>
Name and Address Percent Outstanding
- ---------------- -------------------
<S> <C>
Sherwin-Williams Credit Union 39.614%
16230 Prince Drive
South Holland, IL 60473-3233
</TABLE>

As of June 9, 1999, the officers, directors and members of the Board of Trustees
of the Trust owned 2.70% of the Core Equity Fund and 1.71% of the Money Market
Fund.

ADDITIONAL INVESTMENT INFORMATION

This section contains a more detailed discussion of some of the investments a
Fund may make and some of the techniques it may use, as described in the
Prospectus. The investment objective of each Fund and all policies not specified
as fundamental may be changed by the Board of Trustees without the affirmative
vote of a majority of the outstanding shares of the Fund. Any change in
objective may result in the Fund having an investment objective different from
the objective which the shareholders considered appropriate at the time of
investment in the Fund. As used in the Prospectus and this Statement of
Additional Information, the term "majority" of the outstanding shares of the
Trust (or of any series) means the lesser of (1) 67% or more of the outstanding
shares of the Trust (or the applicable series) present at a meeting, if the
holders of more than 50% of the outstanding shares of the Trust (or applicable
series) are present or represented at such meeting; or (2) more than 50% of the
outstanding shares of the Trust (or the applicable series).

2
<PAGE> 28

INVESTMENT LIMITATIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS. The investment restrictions described below
are fundamental and may not be changed without the affirmative vote of a
majority of the outstanding shares of the applicable Fund. Except for the
limitations on borrowing, percentage restrictions apply as of the time of an
investment and without regard to later increases or decreases in the value of
securities or total net assets.

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

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

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

Real Estate. The Funds will not purchase or sell real estate. This limitation is
not applicable to investments in marketable securities which are secured by or
represent interests in real estate. This limitation does not preclude the Fund
from investing in mortgage-related securities or investing in companies which
are engaged in the real estate business or have a significant portion of their
assets in real estate (including real estate investment trusts).

Commodities. The Funds will not purchase or sell commodities unless acquired as
a result of ownership of securities or other investments. This limitation does
not preclude a Fund from purchasing or selling options or futures contracts,
from investing in securities or other instruments backed by commodities or from
investing in companies which are engaged in a commodities business or have a
significant portion of their assets in commodities.

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

3
<PAGE> 29

Concentration. Neither Fund will invest 25% or more of its total assets in a
particular industry. This limitation is not applicable to investments in
obligations issued or guaranteed by the U.S. government, its agencies and
instrumentalities or repurchase agreements with respect thereto.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS. The following policies have been
adopted by the Trust with respect to each Fund and may be changed at any time by
the Board of Trustees without shareholder approval.

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

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

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

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

Options. A Fund will not purchase or sell puts, calls, options or straddles
except as described in the Prospectus and this Statement of Additional
Information.

Illiquid Investments. A Fund will not invest more than 5% of its net assets in
securities for which there are legal or contractual restrictions on resale and
other illiquid securities.

FUND SECURITIES

Although not principal to the Funds' investment strategies, the Funds may from
time to time invest in the following securities:

U.S. Government Securities. Each Fund may invest in U.S. government securities.
U.S. government securities may be backed by the credit of the government as a
whole or only by the issuing agency. U.S. Treasury bonds, notes, and bills and
some agency securities, such as those issued by the Federal Housing
Administration and the Government National Mortgage Association (GNMA), are
backed by the full faith and credit of the U.S. government as to payment of
principal and interest and are the highest quality government securities. Other
securities issued by U.S. government agencies or instrumentalities, such as
securities issued by the Federal Home Loan Banks and the Federal Home Loan
Mortgage Corporation (FHLMC), are

4
<PAGE> 30

supported only by the credit of the agency that issued them, and not by the U.S.
government. Securities issued by the Federal Farm Credit System, the Federal
Land Banks, and the Federal National Mortgage Association (FNMA) are supported
by the agency's right to borrow money from the U.S. Treasury under certain
circumstances, but are not backed by the full faith and credit of the U.S.
government.

Mortgage-Related Securities. One form of U.S. Government securities in which
each Fund may invest is mortgage-related securities. Mortgage-related securities
include securities representing interests in a pool of mortgages. These
securities, including securities issued by FNMA, GNMA and FHLMC, provide
investors with payments consisting of both interest and principal as the
mortgages in the underlying mortgage pools are repaid. The Funds will only
invest in pools of mortgage loans assembled for sale to investors by agencies or
instrumentalities of the U.S. government. Unscheduled or early payments on the
underlying mortgages may shorten the securities' effective maturities.

Other types of securities representing interests in a pool of mortgage loans are
known as collateralized mortgage obligations ("CMOs") and real estate mortgage
investment conduits (REMICs) and multi-class pass-throughs. CMOs and REMICs are
debt instruments collateralized by pools of mortgage loans or other
mortgage-backed securities. Multiclass pass-through securities are equity
interests in a trust composed of mortgage loans or other mortgage-backed
securities. Payments of principal and interest on underlying collateral provide
the funds to pay debt service on the CMO or REMIC or make scheduled
distributions on the multi-class pass-through securities. The Funds will only
invest in CMOs, REMICs and multi-class pass-through securities (collectively
"CMOs" unless the context indicates otherwise) issued by agencies or
instrumentalities of the U.S. government (such as FHLMC). Neither Fund will
invest in "stripped" CMOs, which represent only the income portion or the
principal portion of the CMO.

CMOs are issued with a variety of classes or "tranches," which have different
maturities and are often retired in sequence. One or more tranches of a CMO may
have coupon rates, which reset periodically at a specified increment over an
index such as the London Interbank Offered Rate ("LIBOR"). These "floating rate
CMOs," typically are issued with lifetime "caps" on their coupon rate, which
means that there is a ceiling beyond which the coupon rate may not be increased.
The yield of some floating rate CMOs varies in excess of the change in the
index, which would cause the value of such CMOs to fluctuate significantly once
rates reach the cap.

REMICs, which have elected to be treated as such under the Internal Revenue
Code, are private entities formed for the purpose of holding a fixed pool of
mortgages secured by an interest in real property. REMICs are similar to CMOs in
that they issue multiple classes of securities. As with other CMOs, the
mortgages which collateralize the REMICs in which a Fund may invest include
mortgages backed by GNMA certificates or other mortgage pass-throughs issued or
guaranteed by the U.S. government, its agencies or instrumentalities.

The average life of securities representing interests in pools of mortgage loans
is likely to be substantially less than the original maturity of the mortgage
pools as a result of prepayments or

5
<PAGE> 31

foreclosures of such mortgages. Prepayments are passed through to the registered
holder with the regular monthly payments of principal and interest, and have the
effect of reducing future payments. To the extent the mortgages underlying a
security representing an interest in a pool of mortgages are prepaid, a Fund may
experience a loss (if the price at which the respective security was acquired by
the Fund was at a premium over par, which represents the price at which the
security will be redeemed upon prepayment). In addition, prepayments of such
securities held by a Fund will reduce the share price of the Fund to the extent
the market value of the securities at the time of prepayment exceeds their par
value. Furthermore, the prices of mortgage-related securities can be
significantly affected by changes in interest rates. Prepayments may occur with
greater frequency in periods of declining mortgage rates because, among other
reasons, it may be possible for mortgagors to refinance their outstanding
mortgages at lower interest rates. In such periods, it is likely that any
prepayment proceeds would be reinvested by a Fund at lower rates of return.
Investment in such securities could also subject the Funds to "maturity
extension risk" which is the possibility that rising interest rates may cause
prepayments to occur at a slower than expected rate. This particular risk may
effectively change a security which was considered a short or immediate-term
security at the time of purchase into a long-term security. Long-term securities
generally fluctuate more widely in response to changes in interest rates than
short or intermediate-term securities.

Option Transactions. The Equity Fund may engage in option transactions involving
individual securities and market indices. An option involves either (a) the
right or the obligation to buy or sell a specific instrument at a specific price
until the expiration date of the option, or (b) the right to receive payments or
the obligation to make payments representing the difference between the closing
price of a market index and the exercise price of the option expressed in
dollars times a specified multiple until the expiration date of the option.
Options are sold (written) on securities and market indices. The purchaser of an
option on a security pays the seller (the writer) a premium for the right
granted but is not obligated to buy or sell the underlying security. The
purchaser of an option on a market index pays the seller a premium for the right
granted, and in return the seller of such an option is obligated to make the
payment. A writer of an option may terminate the obligation prior to expiration
of the option by making an offsetting purchase of an identical option. Options
are traded on organized exchanges and in the over-the-counter market. Options on
securities which the Fund sells (writes) will be covered or secured, which means
that it will own the underlying security (for a call option); will segregate
with the Custodian high quality liquid debt obligations equal to the option
exercise price (for a put option); or (for an option on a stock index) will hold
a portfolio of securities substantially replicating the movement of the index
(or, to the extent it does not hold such a portfolio, will maintain a segregated
account with the Custodian of high quality liquid debt obligations equal to the
market value of the option, marked to market daily). When the Fund writes
options, it may be required to maintain a margin account, to pledge the
underlying securities or U.S. government securities or to deposit liquid high
quality debt obligations in a separate account with the Custodian.

The purchase and writing of options involves certain risks. The purchase of
options limits the Fund's potential loss to the amount of the premium paid and
can afford the Fund the opportunity to profit from favorable movements in the
price of an underlying security to a greater extent than if transactions were
effected in the security directly. However, the purchase of an option could

6
<PAGE> 32

result in the Fund losing a greater percentage of its investment than if the
transaction were effected directly. When the Fund writes a covered call option,
it will receive a premium, but it will give up the opportunity to profit from a
price increase in the underlying security above the exercise price as long as
its obligation as a writer continues, and it will retain the risk of loss should
the price of the security decline. When the Fund writes a covered put option, it
will receive a premium, but it will assume the risk of loss should the price of
the underlying security fall below the exercise price. When the Fund writes a
covered put option on a stock index, it will assume the risk that the price of
the index will fall below the exercise price, in which case the Fund may be
required to enter into a closing transaction at a loss. An analogous risk would
apply if the Fund writes a call option on a stock index and the price of the
index rises above the exercise price.

Loans of Portfolio Securities. Each Fund may make short and long term loans of
its portfolio securities. Under the lending policy authorized by the Board of
Trustees and implemented by the Adviser in response to requests of
broker-dealers or institutional investors which the Adviser deems qualified, the
borrower must agree to maintain collateral with the Fund, in the form of cash or
U.S. government securities, on a daily marked-to-market basis in an amount at
least equal to 100% of the value of the loaned securities. The Fund will
continue to receive dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be material. With respect
to loans of securities, there is the risk that the borrower may fail to return
the loaned securities or that the borrower may not be able to provide additional
collateral.

Fixed-Income Securities. Each Fund may invest in fixed-income securities.
Fixed-income securities include, U.S. government securities, mortgage-related
securities, repurchase agreements and participation interests in such
securities. The Money Market Fund will not invest in corporate debt securities,
and the Equity Fund will only invest in corporate debt securities rated A or
higher by S&P or Moody's.

Fixed-income securities are generally considered to be interest rate sensitive,
which means that their value will generally decrease when interest rates rise
and increase when interest rates fall. Securities with shorter maturities, while
offering lower yields, generally provide greater price stability than
longer-term securities and are less affected by changes in interest rates.

Fixed income securities generally are valued by using market quotations, but may
be valued on the basis of prices furnished by a pricing service when the Adviser
believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service, or when restricted or illiquid securities are being valued,
securities are valued at fair value as determined in good faith by a pricing
committee, subject to review of the Board of Trustees. Short term investments in
fixed income securities with maturities of less than 60 days when acquired, or
which subsequently are within 60 days of maturity, are valued (except for the

7
<PAGE> 33

Money Market Fund) by using the amortized cost method of valuation, which the
Board has determined will represent fair value.

Repurchase Agreements. A repurchase agreement is a short-term investment in
which the purchaser (i.e., a Fund) acquires ownership of a U.S. Government
security (which may be of any maturity) and the seller agrees to repurchase the
security at a future time at a set price, thereby determining the yield during
the purchaser's holding period (usually not more than seven days from the date
of purchase). Any repurchase transaction in which a Fund engages will require
full collateralization of the seller's obligation during the entire term of the
repurchase agreement. In the event of a bankruptcy or other default of the
seller, a Fund could experience both delays in liquidating the underlying
security and losses in value ("counter-party credit risk"). However, both Funds
intend to enter into repurchase agreements only with Firstar Bank, N.A. (the
Trust's Custodian), other banks with assets of $1 billion or more and registered
securities dealers determined by the Adviser (subject to review by the Board of
Trustees) to be creditworthy. The Adviser monitors the creditworthiness of the
banks and securities dealers with which a Fund engages in repurchase
transactions, and a Fund will not invest more than 5% of its net assets in
illiquid securities, including repurchase agreements maturing in more than seven
days. The Funds seek to avoid counter-party credit risk by purchasing their
securities outright whenever possible.

When-issued Securities and Forward Commitments. Each Fund may buy and sell
securities on a when-issued or delayed delivery basis, with payment and delivery
taking place at a future date. The price and interest rate that will be received
on the securities are each fixed at the time the buyer enters into the
commitment. A Fund may enter into such forward commitments if it holds, and
maintains until the settlement date in a separate account at the Trust's
Custodian, cash or U.S. government securities in an amount sufficient to meet
the purchase price. Forward commitments involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date. Any change
in value could increase fluctuations in a Fund's share price and yield. Although
a Fund will generally enter into forward commitments with the intention of
acquiring securities for its portfolio, a Fund may dispose of a commitment prior
to the settlement if the Adviser deems it appropriate to do so.

Floating and Variable Rate Obligations. Each Fund may invest in floating and
variable rate obligations. Floating rate obligations have an interest rate which
is fixed to a specified interest rate, such as a bank prime rate, and is
automatically adjusted when the specified interest rate changes. Variable rate
obligations have an interest rate which is adjusted at specified intervals to a
specified interest rate. Periodic interest rate adjustments help stabilize the
obligations' market values.

A Fund may purchase these obligations from the issuers or may purchase
participation interests in pools of these obligations from banks or other
financial institutions. Variable and floating rate obligations may carry demand
features that permit a Fund to sell the obligations back to the issuers or to
financial intermediaries at par value plus accrued interest upon short notice at
any time or prior to specific dates. The inability of the issuer or financial
intermediary to repurchase

8
<PAGE> 34

an obligation on demand could affect the liquidity of the Fund's portfolio.
Frequently, obligations with demand features are secured by letters of credit or
comparable guarantees.

Borrowing. A Fund may borrow money for temporary or emergency purposes in an
amount not exceeding 33 1/3% of the value of the Fund's total assets (calculated
after such borrowing). Borrowings other than from banks are limited to 5% of
total assets (calculated before such borrowing).

Other Investment Companies. Each Fund is permitted to invest in other investment
companies at any time so long as such investment meets the requirements under
the Investment Company Act of 1940. Currently, these are that such investment
does not cause a Fund to (a) have more than 5% of the value of its total assets
invested in any one such company, (b) have more than 10% of the Fund's total
assets invested in such companies, or (c) own more than 3% of the total
outstanding voting stock of any such company.

Foreign Companies. The Core Equity Fund may, from time to time, invest in common
stock of foreign companies through the purchase of sponsored American Depository
Receipts.

INVESTMENT RISKS

Interest Rate Risk. The value of fixed income securities, which the Fund
purchases may decline because of an increase in interest rates.

Credit Risk. The value of fixed income securities which the Fund purchases may
decline if the issuer of the security experiences difficulty in making timely
interest and principal payments.

Country Risk. The value of foreign securities may fluctuate because of
political, financial and economic events in foreign countries.

Currency Risk. The dollar value of foreign securities may fluctuate because of
changing currency exchange rates.

PERFORMANCE INFORMATION

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

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

9
<PAGE> 35

The Money Market Fund may periodically advertise its "yield" and "effective
yield." 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 Funds may also include in advertisements data comparing performance with
other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc. or the Donoghue
Organization, Inc.). Performance information may be quoted numerically or may be
presented in a table, graph or other illustration. In addition, Fund performance
may be compared to well-known indices of market performance including the
Standard & Poor's (S&P) 500 Index or the Dow Jones Industrial Average. The
Funds' Annual Report contains additional performance information. The Report is
available upon request and without charge from the Funds' Transfer Agent.

The advertised performance data of each Fund is based on historical performance
and is not intended to indicate future performance. Yields and rates of total
return quoted by a Fund may be higher or lower than past quotations, and there
can be no assurance that any yield or rate of total return will be maintained.
The principal value of an investment in the Equity Fund will fluctuate so that a
shareholder's shares, when redeemed, may be worth more or less than the
shareholder's original investment.

10
<PAGE> 36

MANAGEMENT OF THE FUNDS

TRUSTEES AND OFFICERS

The Trusts' Board of Directors has general supervisory responsibilities of the
Lake Forest Funds and supervises the investment adviser's activities.

The names of the Trustees and executive officers of the Trust are shown below.
Each Trustee who is an "interested person" of the Trust, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITION(S) HELD PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
WITH FUNDS
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Irving V. Boberski, Ph.D* President, Mr. Boberski is the founder and president of Boberski &
270 Westminster Chief Financial Company, the Fund's Investment Adviser, an investment
Lake Forest, IL 60045 Officer counseling firm organized in 1966. He is also the
59 Years Old Treasurer, founder and president of Boberski Capital Markets, Inc.,
Secretary and a commodity trading adviser engaged in institutional
Trustee hedging and arbitrage, that was organized in 1981. From
1964 to 1992 he was, successively: director, chairman of
the management committee, president and CEO, and chairman
of the board of directors of Avondale Federal Savings
Bank. He has also served as a professional economist and
adviser to a number of business organizations, industry
trade groups, government agencies and philanthropic
organizations.
- ----------------------------------------------------------------------------------------------------------------------
Robert E. Alfe Trustee Mr. Alfe is an architect and builder, and the President
582 Oakwood Avenue Lake Forest, of Alfe Development Corporation, a real estate
IL 60045 development company.
59 Years Old
- ----------------------------------------------------------------------------------------------------------------------
Gary M. Patyk Trustee Mr. Patyk has been a consultant with LA-Z-BOY Furniture
8225 W. Center St. Galleries since 1997. From 1995 to 1997, he was a
Apt. #1 consultant with Transworld Systems, Inc., an accounts
Milwaukee, WI 53222 receivable recovery firm, since 1995. Prior to 1995, he
59 Years Old was a consultant with Trend Consulting, a general
business consulting firm.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

Ages as of April 15, 1999

11
<PAGE> 37

TRUSTEE COMPENSATION

The compensation paid to the Trustees of the Trust during the last fiscal year
is set forth in the following table:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NAME OF PERSON, POSITION PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT ESTIMATED ANNUAL FROM FUND AND FUND
COMPENSATION FROM BENEFITS ACCRUED BENEFITS UPON COMPLEX PAID TO
FUNDS AS PART OF EXPENSES RETIREMENT TRUSTEES
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert E. Alfe $1,000 0 0 $1,000
- --------------------------------------------------------------------------------------------------------------------
Irving V. Boberski
0 0 0 0
- --------------------------------------------------------------------------------------------------------------------
Philip M. Hackbarth*
$1,000 0 0 $1,000
- --------------------------------------------------------------------------------------------------------------------
Gary M. Patyk
$1,000 0 0 $1,000
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

Under the Management Agreement, the Adviser pays these fees.
* Philip M. Hackbarth resigned as a Trustee as of February 1, 1999.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER

Boberski & Company (the "Adviser"), 270 Westminster, Lake Forest, Illinois
60045, is an Illinois-based company of which Irving V. Boberski is the
controlling shareholder. Mr. Boberski is the President, Chief Financial Officer,
Treasurer, Secretary and a Trustee of the Trust, and President, Treasurer, and a
Director of the Adviser. Founded by Mr. Boberski in 1966, the Adviser also
provides investment advice to individuals and institutions.

Under the terms of the management agreement (the "Agreement"), the Adviser
manages the Funds' investments subject to approval of the Board of Trustees and
pays all of the operating expenses of the Funds except the management fee,
brokerage, taxes, interest and extraordinary expenses. Although the Agreement
states that the Funds are responsible for payment of expenses incurred in
connection with the organization and initial registration of their shares, the
Adviser paid all of those expenses and agreed not to seek reimbursement for such
expenses. As compensation for its management services and agreement to pay the
Funds' expenses, the Funds are obligated to pay the Adviser a fee computed and
accrued daily and paid monthly at an annual rate of 1.25% of the average daily
net assets of the Equity Fund and 0.50% of the average daily net assets of the
Money Market Fund. The Adviser may waive all or part of its fee, at any time,
and at its sole discretion, but such action shall not obligate the Adviser to
waive any fees in the future. Currently, the Adviser voluntarily waives the fees
for the Money Market Fund over 0.125%. There is no agreement to continue this
reduction for any particular period of time.

12
<PAGE> 38

The Adviser will also receive any fee charged to shareholders whose accounts
have fallen below $2,500 due to shareholder redemptions. The Adviser may waive
all or a part of its fee, at any time, at its sole discretion, but such action
shall not obligate the Adviser to waive fees at any time. Subject to its
obligation to seek the best qualitative execution, the Adviser may give
consideration to sales of shares of the Trust as a factor in the selection of
brokers and dealers to execute portfolio transactions. The Adviser (not the
Funds) may pay fees to certain persons based on investments made and maintained
by investors such persons have referred to the Funds. The Adviser (not the
Funds) also may pay certain financial institutions (which may include banks,
securities dealers and other industry professionals) a "servicing fee" for
performing certain administrative servicing functions for Fund shareholders to
the extent these institutions are allowed to do so by applicable statute, rule
or regulation.

During the years ended February 28, 1997, February 28, 1998 and February 28,
1999 the Core Equity Fund paid advisory fees of $16,291, $59,603, and $122,638
respectively. During the same periods, the Money Market Fund paid advisory fees
of $2,671, $5,957, and $42,946 respectively.

The Adviser retains the right to use the name "Lake Forest" in connection with
another investment company or business enterprise with which the Adviser is or
may become associated. The Trust's right to use the name "Lake Forest"
automatically ceases thirty days after termination of the Agreement and may be
withdrawn by the Adviser on thirty days written notice.

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

CUSTODIAN

Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is Custodian of
each Fund's investments. The Custodian acts as each Fund's depository, safekeeps
its portfolio securities, collects all income and other payments with respect
hereto, disburses funds at the Fund's request and maintains records in
connection with its duties.

13
<PAGE> 39

TRANSFER AGENT /ADMINISTRATOR

American Data Services, Inc., P.O. Box 5536, Hauppauge, New York 11788-0132,
acts as each Fund's transfer agent and, in such capacity, maintains the records
of each shareholder's account, answers shareholders' inquiries concerning their
accounts, processes purchases and redemptions of the Fund's shares, acts as
dividend and distribution disbursing agent and performs other accounting and
shareholder service functions. In addition, American Data Services, Inc.
provides each Fund with certain monthly reports, record-keeping and other
management-related services.

ACCOUNTANTS

The firm of McCurdy & Associates CPA's, Inc., 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust.
McCurdy & Associates performs an annual audit of the Funds' financial statements
and provides financial, tax and accounting consulting services as requested.

LEGAL COUNSEL

The firm of D'Ancona & Pflaum LLC, 111 E. Wacker Drive, Suite 2800, Chicago,
Illinois 60601 acts as legal counsel to the Funds.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to policies established by the Board of Trustees of the Trust, the
Adviser is responsible for the Trust's portfolio decisions and the placing of
the Trust's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for the Trust, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.

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

14
<PAGE> 40

Research services include supplemental research, securities and economic
analyses, statistical services and information with respect to the availability
of securities or purchasers or sellers of securities and analysis of reports
concerning performance of accounts. The research services and other information
furnished by brokers through whom the Trust effects securities transactions may
also be used by the Adviser in servicing all of its accounts. Similarly,
research and information provided by brokers or dealers serving other clients
may be useful to the Adviser in connection with its services to the Trust.
Although research services and other information are useful to the Trust and the
Adviser, it is not possible to place a dollar value on the research and other
information received. It is the opinion of the Board of Trustees and the Adviser
that the review and study of the research and other information will not reduce
the overall cost to the Adviser of performing its duties to the Trust under the
Agreement.

Over-the-counter transactions will be placed either directly with principal
market makers or with broker-dealers, if the same or a better price, including
commissions and executions, is available. Fixed income securities are normally
purchased directly from the issuer, an underwriter or a market maker. Purchases
include a concession paid by the issuer to the underwriter and the purchase
price paid to market makers may include the spread between the bid and asked
prices.

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

During the fiscal year ended February 28, 1999, the Core Equity Fund paid
brokerage commissions in the aggregate amount of $3,575. Since money market
transactions are usually principal transactions with issuers or dealers, the
Money Market Fund ordinarily pays no brokerage commissions. The Fund paid no
commissions during the fiscal year ended February 28, 1999.

PURCHASE, REDEMPTION AND PRICING OF SHARES

HOW TO INVEST IN EACH FUND

15
<PAGE> 41

Initial Purchase

By Mail. You may purchase shares of each Fund by completing and signing the
investment application form which accompanies this Prospectus and mailing it, in
proper form, together with a check (subject to the above minimum amounts) made
payable to The Lake Forest Funds, and sent to the Custodian at:

The Lake Forest Funds
c/o Firstar Bank, N.A.
P.O. Box 640244
Cincinnati, Ohio 45264-0244

Please identify the Fund(s) in which you wish to invest.

Your purchase of shares of the Lake Forest Core Equity Fund will be effected at
the next share price calculated after receipt of your investment. Your order for
shares of the Lake Forest Money Market Fund will not be complete until the Fund
has received federal funds. If a check for purchase of shares is not drawn on
federal funds, shares will be purchased at the next share price calculated after
the check is converted into federal funds (normally two days or less).

By Wire. You may also purchase shares of each Fund by wiring federal funds from
your bank, which may charge you a fee for doing so. If money is to be wired, you
must call American Data Services, Inc., the Funds' Transfer Agent, at (800)
592-7722 and provide the following information:

<TABLE>
<CAPTION>
LAKE FOREST CORE EQUITY FUND: LAKE FOREST MONEY MARKET FUND:
<S> <C>
Firstar Bank, N.A., CINTI/TRUST Firstar Bank, N.A. CINTI/TRUST
ABA #0420-0001-3 ABA #0420-0001-3
Attn: Lake Forest Core Equity Fund Attn: Lake Forest Money Market Fund
DDA # 483609095 DDA # 483609129
Account Name Account Name
(write in shareholder name) (write in shareholder name)
Shareholder Account # Shareholder Account #
$(write in account #) $(write in account #)
</TABLE>

You are required to mail a signed application to the Transfer Agent at the above
address in order to complete your initial wire purchase. Wire orders will be
accepted only on a day on which the Funds and the Custodian and Transfer Agent
are open for business. A wire purchase will not be considered made until the
wired money is received and the purchase is accepted by the Funds. Any delays
which may occur in wiring money, including delays which may occur in processing
by the banks, are not the responsibility of the Funds or the Transfer Agent. The
Transfer Agent or the Custodian may charge you a fee for wire transfers.
Currently that fee is a total of $15.00. Any charges for wire transfers will be
deducted from your Fund account by redemption of shares. Your bank may also
charge you a fee for this service.

16
<PAGE> 42

Additional Investments. You may purchase additional shares of either Fund at any
time (minimum of $500) by mail or wire. Each additional purchase request must
contain your name, the name of your account(s), your account number(s), and the
Fund(s) in which you wish to invest. Checks should be made payable to The Lake
Forest Funds and should be sent to the Custodian's address. A bank wire should
be sent as outlined above.

Automatic Investment Option. You may arrange to make additional investments
($100 minimum) automatically on a monthly or bi-monthly basis by transfers from
your checking account. You must complete the Optional Automatic Investment Plan
section of the investment application and provide the Trust with a voided check
to institute this option. You may terminate this automatic investment program at
any time, and the Fund may modify or terminate the plan at any time.

Tax Sheltered Plans. Since the Funds are oriented to longer term investments,
shares of the Funds may be an appropriate investment medium for tax sheltered
retirement plans, including: individual retirement plans (IRAs); Medical Savings
Accounts (MSAs); simplified employee pensions (SEPs); 401(k) plans; qualified
corporate pension and profit sharing plans (for employees); tax deferred
investment plans (for employees of public school systems and certain types of
charitable organizations); and other qualified retirement plans. You should
contact the Transfer Agent for the procedure to open an IRA or SEP plan, as well
as more specific information regarding these retirement plan options.
Consultation with an attorney or tax adviser regarding these plans is advisable.
Custodial fees for tax sheltered accounts will be paid by the shareholder by
redemption of sufficient shares of the Fund from the account unless the fees are
paid directly to the custodian. You can obtain information about the custodial
fees from the Transfer Agent.

Other Purchase Information. Dividends begin to accrue after you become a
shareholder. The Funds do not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund and the Fund's Transfer
Agent for the account of the shareholder. The Funds reserve the right to limit
the amount of purchases and to refuse to sell to any person. If your check or
wire does not clear, you will be charged $20.00 and will be responsible for any
loss incurred. If you are already a shareholder, the Fund can redeem shares from
any identically registered account in either Fund as reimbursement for any loss
incurred. You may be prohibited or restricted from making future purchases in
either Fund.

EXCHANGE PRIVILEGE

As a shareholder in any Fund, you may exchange shares valued at $1,000 or more
for shares of any other Fund in the Trust. An exchange may be made by written
request signed by all registered owners of the account mailed to the Transfer
Agent. Exchanges may also be requested by calling the Transfer Agent if you have
completed the Optional Telephone Redemption and Exchange section of the
investment application. For information about liability for losses due to
unauthorized or fraudulent instructions, see "By Telephone." Requests for
exchanges received prior to close of trading on the New York Stock Exchange
(currently 4:00 p.m. New York Time) will be processed at the next determined net
asset value as of the close of business on the same

17
<PAGE> 43

day. You will be charged a fee by the Transfer Agent for each exchange.
Currently such fees are $5.00 per exchange per account.

An exchange is made by redeeming shares of one Fund and using the proceeds to
buy shares of another Fund, with the net asset value for the redemption and the
purchase calculated on the same day. An exchange results in a sale of shares for
federal income tax purposes. If you make use of the exchange privilege, you may
realize either a long term or short-term capital gain or loss on the shares
redeemed.

Before making an exchange, you should consider the investment objective of the
Fund to be purchased. If your exchange creates a new account, you must satisfy
the requirements of the Fund in which shares are being purchased. You may make
an exchange to a new account or an existing account; however, the account
ownerships must be identical. Exchanges may be made only in states where an
exchange may legally be made. The Funds reserve the right to terminate or modify
the exchange privilege in the future upon 60 days prior notice to the
shareholders. If your account is subject to backup withholding, you may not use
the exchange privilege.

HOW TO REDEEM SHARES

By Mail. You may redeem any part of your account in either Fund by mail. All
redemptions will be made at the net asset value determined after the redemption
request has been received by the Transfer Agent in proper order. The proceeds of
the redemption may be more or less than the purchase price of your shares,
depending on the market value of the Fund's securities at the time of your
redemption. You will be charged a redemption fee of 0.10% of the net asset value
of shares held less than 30 days.

Your request should be addressed to:

The Lake Forest Funds
c/o American Data Services, Inc.
150 Motor Parkway #109
Hauppauge, New York 11788-5108

"Proper order" means your request for a redemption must include your letter of
instruction, including the Fund name, account number, account name(s), the
address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the
Funds require that signatures be guaranteed by a bank or member firm of a
national securities exchange. Signature guarantees are for the protection of
shareholders. At the

18
<PAGE> 44

discretion of a Fund or the Transfer Agent, a shareholder, prior to redemption,
may be required to furnish additional legal documents to insure proper
authorization.

By Telephone. You may request a redemption of your shares in either Fund by
calling the Transfer Agent and requesting that proceeds be mailed to you or
wired to your bank or brokerage firm. You must first complete the Optional
Telephone Redemption and Exchange section of the investment application to
institute this option. The redemption will be effected at the next determined
share price. The proceeds will then be made payable to the registered
shareholder and mailed to the address registered on the account, or wired to
your bank or brokerage firm, as authorized by you on your application. The
Transfer Agent and the Custodian may charge you a fee for wire transfers.
Currently that fee is a total of $15.00. Any charges for wire redemptions will
be deducted from your Fund account by redemption of shares.

The Funds, the Adviser, the Transfer Agent and the Custodian are not liable for
following redemption or exchange instructions communicated by telephone that
they reasonably believe to be genuine. However, if they do not employ reasonable
procedures to confirm that telephone instructions are genuine, they may be
liable for any losses due to unauthorized or fraudulent instructions. Procedures
employed will include recording telephone instructions and requiring a form of
personal identification from the caller. The telephone redemption and exchange
procedures may be terminated at any time by the Funds or the Transfer Agent.
During periods of extreme market activity it is possible that shareholders may
encounter some difficulty in telephoning the Funds, although neither the Funds
nor the Transfer Agent have ever experienced difficulties in receiving and in a
timely fashion responding to telephone requests for redemptions or exchanges. If
you are unable to reach the Funds by telephone, you may request a redemption or
exchange by mail or facsimile.

By Systematic Withdrawal Plan. As another convenience, the Funds offer a
Systematic Withdrawal Program whereby shareholders may request that a check
drawn in a predetermined amount be sent to them each month or calendar quarter.
A shareholder's account must have Fund shares with a value of at least $10,000
in order to start a Systematic Withdrawal Program, and the minimum amount that
may be withdrawn each month or quarter under the Systematic Withdrawal Program
is $100. This Program may be terminated by a shareholder or the Funds at any
time without charge or penalty and will become effective five business days
following receipt of your instructions. Shares will be sold within 3 business
days before month-end. A withdrawal under the Systematic Withdrawal Program
involves a redemption of shares, and may result in a gain or loss for federal
income tax purposes. In addition, if the amount withdrawn exceeds the dividends
credited to the shareholder's account, the account ultimately may be depleted.

Additional Information. If you are not certain of the requirements for a
redemption please call the Transfer Agent at (800) 592-7722. The Funds charge an
account closing fee of $15.00. Redemptions specifying a certain date or share
price cannot be accepted and will be returned. We will mail or wire you the
proceeds on or before the fifth business day following the redemption. However,
payment for redemption made against shares purchased by check (other than
exchanges into the other Fund) will be made only after the check has been
collected, which

19
<PAGE> 45

normally may take up to fifteen days. Also, when the New York Stock Exchange is
closed (or when trading is restricted) for any reason other than its customary
weekend or holiday closing or under any emergency circumstances, as determined
by the Securities and Exchange Commission, we may suspend redemptions or
postpone payment dates.

Because the Funds incur certain fixed costs in maintaining shareholder accounts,
each Fund reserves the right to require any shareholder to redeem all of his or
her shares in the Fund on 30 days' written notice from the date the value of his
or her shares in the Fund is less than $2,500, or such other minimum amount as
the Fund may determine from time to time. A fee of $5.00 per month may be
charged to accounts (except IRAs and Medical Savings Accounts) that, due to
shareholder redemptions, fall below $2,500. Such fee will be paid to the
Adviser. An involuntary redemption constitutes a sale. You should consult your
tax adviser concerning the tax consequences of involuntary redemptions. A
shareholder may increase the value of his or her shares in the Fund to the
minimum amount within the 30-day period. Each share of each Fund is subject to
redemption at any time if the Board of Trustees determines in its sole
discretion that failure to so redeem may have materially adverse consequences to
all or any of the shareholders of the Trust or any Fund of the Trust.

SHARE PRICE CALCULATION

The share price (net asset value) of the Equity Fund is calculated once daily,
as of the close of trading on the New York Stock Exchange (4:00 p.m., New York
Time), on any day when the New York Stock Exchange and the Custodian are open
for business. The net asset value of shares of the Money Market Fund is
calculated twice daily as of 12:00 p.m. and 4:00 p.m., New York Time, on any day
when the New York Stock Exchange and the Custodian are open for business. The
price of the shares of a Fund will also be calculated on other days if there is
sufficient trading in the Fund's portfolio securities that its net asset value
might be materially affected. The net asset value per share of each Fund is
computed by dividing the sum of the value of the securities held by the Fund
plus any cash or other assets minus all liabilities (including estimated accrued
expenses) by the total number of shares outstanding at such time, rounded to the
nearest cent. For the Money Market Fund, this is known as the penny- rounding
method of pricing.

Securities which are traded on any exchange or on the NASDAQ over-the-counter
market are valued at the last quoted sale price. Lacking a last sale price, a
security is valued at its last bid price except when the last bid price does not
accurately reflect the current value of the security. All other securities for
which over-the-counter market quotations are readily available are valued at
their last bid price. When market quotations are not readily available, when it
is determined that the last bid price does not accurately reflect the current
value or when restricted securities are being valued, such securities are valued
as determined in good faith by a pricing committee, in conformity with
guidelines adopted by and subject to review of the Board of Trustees of the
Trust.

20
<PAGE> 46

The Money Market Fund seeks to maintain a stable net asset value of $1.00 per
share pursuant to Rule 2a-7 under the Investment Company Act of 1940. In
accordance with Rule 2a-7, the Fund will maintain a dollar-weighted average
portfolio of 90 days or less, purchase only instruments having remaining
maturities of 397 days or less (except for U.S. Government securities, which may
have remaining maturities of 762 days 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.

DIVIDENDS AND DISTRIBUTIONS

Each Fund intends to distribute substantially all of its net investment income
as dividends to its shareholders. The Equity Fund intends to declare and pay
dividends on a quarterly basis, and the Money Market Fund intends to declare
dividends daily and pay them monthly. Each Fund intends to distribute its net
long-term capital gains at least once a year and its net short-term capital
gains at least once a year. Income dividends and capital gain distributions are
automatically reinvested in additional shares at the net asset value per share
on the distribution date. An election to receive a cash payment of dividends
and/or capital gain distributions may be made in the application to purchase
shares or by separate written notice to the Transfer Agent. Shareholders will
receive a confirmation statement reflecting the payment and reinvestment of
dividends and summarizing all other transactions. If cash payment is requested,
a check normally will be mailed within five business days after the payable
date. If you withdraw your entire account, all dividends accrued to the time of
withdrawal, including the day of withdrawal, will be paid at that time. You may
elect to have distributions on shares held in IRAs and 403(b) plans paid in cash
only if you are 59 1/2 years old or permanently and totally disabled or if you
otherwise qualify under the applicable plan.

TAXES

This section is not intended to be a full discussion of all the aspects of the
federal income tax law and its effects on shareholders. Shareholders are urged
to consult their own tax advisers regarding specific questions as to federal,
state or local taxes, the tax effect of distributions and withdrawals from the
Fund and the use of the Exchange Privilege.

21
<PAGE> 47

Each Fund intends to qualify each year as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended. By so qualifying, a Fund will not
be subject to federal income taxes to the extent that it distributes
substantially all of its net investment income and any realized capital gains.
For federal income tax purposes, each Fund is treated as a separate entity for
the purpose of computing taxable net income and net realized capital gains and
losses. Dividends paid by each Fund from ordinary income and short-term capital
gains are taxable to shareholders as ordinary income, but may be eligible in
part for the dividends received deduction for corporations. Any distributions
designated as being made from net realized long term capital gains are taxable
to shareholders as long term capital gains regardless of the holding period of
the shareholder. Distributions are taxable whether received in cash or
reinvested in additional shares.

INVESTMENT PERFORMANCE

The Core Equity Funds' total return for the fiscal years ended February 28,
1999, February 28, 1998, February 28, 1997 and February 29, 1996 was 14.03%,
30.87%, 20.65% and 18.59%, respectively.

The Money Market Fund's current and effective yields for the seven day period
ended February 28, 1999 were 4.63% and 4.73%, respectively. The Money Market
Fund's current and effective yields for the seven day period ended February 28,
1998 were 5.48% and 5.63%, respectively. The current and effective yields for
the seven day period ended February 28, 1997 were 5.09% and 5.22%, respectively.
The current and effective yields for the seven day period ended February 29,
1996 were 5.05% and 5.18%, respectively.

22
<PAGE> 48

"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public offering
through the end of a Fund's most recent fiscal year) that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:

P(1+T)n=ERV

Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the applicable
period of the hypothetical $1,000 investment made at
the beginning of the applicable period.

The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period.

Current yield for the Money Market Fund is computed by determining the net
change in the value of a hypothetical pre-existing account with a balance of one
share at the beginning of a seven calendar day period (the "Base Period") and
dividing the net change by the value of the account at the beginning of the Base
Period to obtain the base period return, and then multiplying the base period
return by (365/7) with the resulting yield figure carried to at least the
nearest hundredth of one percent. Effective yield is computed by compounding the
base period return, according to the following formula: effective yield = [(base
period return + 1) 365/7] - 1.

A Fund's investment performance will vary depending upon market conditions, the
composition of the Fund's portfolio and operating expenses of the Fund. These
factors and possible differences in the methods and time periods used in
calculating non-standardized investment performance should be considered when
comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.

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

In addition, the performance of either Fund may be compared to other groups of
mutual funds tracked by any widely used independent research firm which ranks
mutual funds by overall performance, investment objectives and assets, such as
Lipper Analytical Services, Inc.,

23
<PAGE> 49

Morningstar, Inc. or the IBC Financial Data, Inc. The objectives, policies,
limitations and expenses of other mutual funds in a group may not be the same as
those of the applicable Fund. Performance rankings and ratings reported
periodically in national financial publications such as Barron's and Fortune
also may be used.

FINANCIAL STATEMENTS

The Financial Statements are incorporated herein by reference to the Funds'
Annual Report for the fiscal year ended February 28, 1999.

<PAGE> 50

SIGNATURES

Registrant certifies that this Amendment meets all of the requirements
for effectiveness pursuant to Rule 485(b).

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on the
25th day of June, 1999.

THE LAKE FOREST FUNDS

By: /s/ Sheldon R. Stein
-----------------------------
Sheldon R. Stein
Attorney-in-Fact

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

<TABLE>

<S> <C> <C>
Irving V. Boberski* President, Chief Financial June 25, 1999
- ----------------------- Officer and Trustee
Irving V. Boberski

Robert E. Alfe* Trustee June 25, 1999
- -----------------------
Robert E. Alfe

Gary M. Patyk* Trustee June 25, 1999
- -----------------------
Gary M. Patyk
</TABLE>

*By: /s/ Sheldon R. Stein
---------------------
Sheldon R. Stein,
Attorney-in-Fact

*Sheldon R. Stein signs this document on behalf of the Registrant and the
foregoing Officers and Trustees pursuant to the power of attorney filed as Item
23, Exhibit (o) to Post-Effective Amendment No. 2 to Registrant's Registration
Statement on Form N-1A.

<PAGE> 51
THE LAKE FOREST FUNDS

PART C. OTHER INFORMATION

Item 23. EXHIBITS

(a) Conformed copy of the Declaration of Trust, incorporated by
reference to Post-Effective Amendment No. 2, File No.
33-87494.

(b) By-Laws, as amended, incorporated by reference to
Post-Effective Amendment No. 2, File No. 33-87494.

(d) Investment Management Agreement, as amended July 1, 1997,
incorporated by reference to Post-Effective Amendment No. 3,
File No. 33-87494.

(e) Not Applicable.

(f) Not Applicable.

(g) Custodian Agreement, incorporated by reference to
Post-Effective Amendment No. 2, File No. 33-87494.

(h) Administrative Agreement, incorporated by reference to
Exhibit 5(c) to Post-Effective Amendment No. 2, File No.
33-87494.

Transfer Agency Agreement, incorporated by reference to
Post-Effective Amendment No. 2, File No. 33-87494.

(i) Opinion and Consent of Counsel.

(j) Consent of McCurdy & Associates C.P.A.'s, Inc.

(k) Financial Statements, incorporated by reference to the
following portion of Registrant's 1998 Annual Report; a copy
of the report was filed with the Commission on May 6, 1999
and is not included in this amendment.

(1) Lake Forest Funds Statement of Assets and Liabilities
as of February 28, 1999.

(2) Report of Independent Public Accountant.

<PAGE> 52
(3) Lake Forest Funds Statement of Operations for
the period ended February 28, 1999.

(4) Notes to Financial Statements.

(l) Letter from initial shareholder, incorporated by reference
to Post-Effective Amendment No. 2, File No. 33-87494.

(m) Not Applicable.

(n) Schedule for Computation of Each Performance Quotation,
incorporated by reference to Post-Effective Amendment No. 2,
File No. 33-87494.

(o) Model Plan used in Establishment of IRA/SEP, incorporated by
reference to Post-Effective Amendment No. 2, File No.
33-87494

Powers of Attorney, incorporated by reference to
Post-Effective Amendment No. 2, File No. 33-87494.

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

None.

Item 25. Indemnification

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

Section 6.4 Indemnification of Trustees, Officers, etc.
Subject to and except as otherwise provided in the Securities Act
of 1933, as amended, and the 1940 Act, the Trust shall indemnify
each of its Trustees and officers (including persons who serve at
the Trust's request as directors, officers or trustees of another
organization in which the Trust has any interest as a shareholder,
creditor or otherwise (hereinafter referred to as a "Covered
Person") against all liabilities, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and expenses, including reasonable
accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person
may be or may have been involved as a party

<PAGE> 53

or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or
having been such a Trustee or officer, director or trustee, and
except that no Covered Person shall be indemnified against any
liability to the Trust or its Shareholders to which such Covered
Person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Covered Person's
office.

Section 6.5 Advances of Expenses. The Trust shall advance
attorneys' fees or other expenses incurred by a Covered Person in
defending a proceeding to the full extent permitted by the
Securities Act of 1933, as amended, the 1940 Act, and Ohio Revised
Code Chapter 1707, as amended. In the event any of these laws
conflict with Ohio Revised Code Section 1701.13(E), as amended,
these laws, and not Ohio Revised Code Section 1701.13(E), shall
govern.

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

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

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

<PAGE> 54

public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

Item 26. Business and Other Connections of Investment Adviser

A. Boberski & Company (the "Adviser") is a registered investment adviser.
It has engaged in no other business during the past four fiscal years
of the Trust.

B. The Directors and officers of the Adviser have had no other business
connections during the past four years except that Irving V. Boberski
is also President and a Director of Boberski Capital Markets, 270
Westminster, Lake Forest, Illinois 60045.

Item 27. Principal Underwriters

None.

Item 28. Location of Accounts and Records

Accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder will be maintained by the Registrant at 270
Westminster, Lake Forest, Illinois 60045 and/or by the Registrant's
Custodian, Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio
45202 or transfer and shareholder service agent, American Data
Services, Inc., 150 Motor Parkway, Suite 109, Hauppauge, NY
11788-5108.

Item 29. Management Services Not Discussed in Parts A or B

None.

Item 30. Undertakings

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

<PAGE> 1

D'Ancona & Pflaum LLC
111 East Wacker Drive
Suite 2800
Chicago, Illinois 60601-4205

Board of Trustees
Lake Forest Funds
One Westminister Place
Lake Forest, IL 60045-1821

June 25, 1999

Re: Lake Forest Core Equity Fund and Lake Forest Money Market
(the "Funds")

Ladies and Gentlemen:

We have acted as counsel for the Lake Forest Funds (the "Trust") in
connection with the registration under the Securities Act of 1933 (the "Act") of
an indefinite number of shares of beneficial interest of the series of the Trust
designated Lake Forest Core Equity Fund and Lake Forest Money Market Fund (the
"Shares") in registration statement no. 33-87494 on Form N-1A (the "Registration
Statement").

In this connection we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and other
records, certificates and other papers as we deemed it necessary to examine for
the purpose of this opinion, including the agreement and declaration of trust
(the "Trust Agreement") and bylaws of the Trust, actions of the board of
trustees of the Trust authorizing the issuance of shares of the Funds and the
Registration Statement.

Based on the foregoing examination, we are of the opinion that upon the
issuance and delivery of the Shares of each Fund in accordance with the Trust
Agreement and the actions of the board of trustees authorizing the issuance of
the Shares, and the receipt by the Trust of the authorized consideration
therefor, the Shares so issued will be validly issued, fully paid and
nonassessable (although shareholders of the Fund may be subject to liability
under certain circumstances as described in the statements of additional
information of the Trust included as Part B of the Registration Statement under
the caption "General Information").

We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under section 7 of the Act.

Very truly yours,

D'ANCONA & PFLAUM LLC

By: /s/ Sheldon R. Stein
------------------------
Sheldon R. Stein, Member

<PAGE> 1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To Board of Trustees
The Lake Forest Funds

We consent to the reference to the use of our report dated March 25, 1999 to the
Shareholders and Board of Trustees of The Lake Forest Funds and to the reference
to our firm in the Registration Statement (Form N-1A), including the Prospectus
and the Statement of Additional Information of The Lake Forest Funds.

/s/ McCurdy & Associates CPA's, Inc.
-------------------------------------
McCurdy & Associates CPA's, Inc.

Westlake, Ohio
June 25, 1999